Lithium Ionic Corp. — M&A Activity 2023

Mar 14, 2023

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

among

Lithium Ionic Corp.

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Neolit Minerals Participações Ltda.

- and

André Rezende Guimarães

March 10, 2023

THIS SECURITIES PURCHASE AGREEMENT is made the 10[th] day of March, 2023 (the “ Effective Date ”),

AMONG:

Lithium Ionic Corp., a corporation existing under the laws of the Province of Ontario,

(the “ Purchaser ”)

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Neolit Minerals Participações Ltda. , a limited liability company existing under the laws of Brazil,

(the “ Company ”)

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André Rezende Guimarães, an individual resident in the country of Germany,

(the “ Vendor ”)

RECITALS:

• A. The Vendor is the registered and beneficial owner of all of the issued and outstanding quotas of the Company (the “ Purchased Securities ”).

• B. The Vendor has agreed to sell or cause to be sold to the Purchaser, and the Purchaser has agreed to purchase from the Vendor, the Purchased Securities on the terms and subject to the conditions set forth in this Agreement.

• C. The Parties have entered into this Agreement to provide for the matters referred to in the foregoing Recitals and the other matters contemplated herein.

NOW THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1.1 Definitions

Whenever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the following respective meanings:

“ Affiliate ” of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, in each case, whether directly or indirectly;

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“ Agreement ” means this Securities Purchase Agreement, including all Schedules, and all amendments or restatements as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Agreement;

“ [REDACTED] Agreement ” means the Memorandum of Understanding entered into by and between Neolit and [REDACTED] on September 12, 2022;

“ arm’s length ” has the meaning ascribed to it in the Canada Tax Act;

“ Assumed Debts ” means the debts of the Company set out in Schedule 2.5 to be paid out by the Company upon Closing without triggering any indemnification right to any Purchaser Indemnified Party;

“ Benefit Plans ” means all plans, arrangements, agreements, programs, policies, practices or undertakings, including any employee benefits plans, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, registered or unregistered to which the Company or the Subsidiary is a party or bound or in which the Employees participate or under which the Company or the Subsidiary has, or will have, any liability or contingent liability, or pursuant to which payments are made, or benefits are provided to, or an entitlement to payments or benefits may arise with respect to any of the Employees or former employees, directors or officers, individuals working on contract with the Company or the Subsidiary or other individuals providing services to the Company or the Subsidiary (or any spouses, dependants, survivors or beneficiaries of any such Persons);

“ Books and Records ” means the books and records of the Company and the Subsidiary, including financial, corporate, operations and sales books, records, books of account, sales and purchase records, lists of suppliers and customers, formulae, business reports, plans and projections, Tax Returns, and all other documents, surveys, plans, files, records, assessments, correspondence, and other data and information, financial or otherwise, including all data and information stored on computer-related or other electronic media;

“ Brazilian Employment Standards Act ” means the Decreto-Lei nº 5.452 , issued on May 1[st] , 1943, as amended;

“ Business ” means the business of the Company as carried on prior to the Closing Date, consisting of the exploration of mineral properties in Brazil;

“ Business Day ” means a day that is not a Saturday, Sunday or statutory holiday in the Province of Ontario and on which the principal commercial banks in downtown Toronto are generally open for the transaction of commercial banking business during regular business hours;

“ Canada Tax Act ” means the Income Tax Act (Canada) R.S.C. 1985, c. 1 (5[th] Supp.), as amended;

“ Cash ” means, as at a particular time and without duplication, all cash and cash equivalents held by the Company (on a consolidated basis) at such time net of: (i) the amount of all issued but uncleared checks and drafts written or issued by the Company (on a consolidated basis) as of such time, (ii) any amounts relating to wires or other electronic transfers initiated by the Company but not cleared as of such time, (iii) the amount of any non-operating cash, advances and deposits held by the Company (on a consolidated basis) as of such time, and (iv) the amount of all security

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deposits held by the Company (on a consolidated basis) as at such time), determined in accordance with IFRS, consistently applied;

“ Cash Consideration ” has the meaning set out in Section 2.2(a);

“ Claims ” means:

• (a) claims, demands, complaints, grievances, actions, suits, applications, causes of action, Orders, charges, indictments, prosecutions, investigations or other similar processes, assessments or reassessments;

• (b) judgments, debts, liabilities, expenses, costs, fines (including administrative monetary penalties), damages (including statutory damages) or losses, contingent or otherwise, whether liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, lost profits, professional fees, including fees and disbursements of legal counsel on a full indemnity basis;

• (c) all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing; and

• (d) for the avoidance of doubt, any claims made by any Governmental Authority related to Taxes;

“ Closing ” has the meaning set out in Section 3.2;

“ Closing Cash Amount ” means the amount of Cash as at Closing;

“ Closing Date ” has the meaning set out in Section 3.2;

“ Closing Date Cash Consideration ” has the meaning set out in Section 2.2(a);

“ Closing Time ” means 12:01 a.m. (Eastern Standard Time) on the Closing Date;

“ Company ” has the meaning ascribed to it in the Preamble;

“ Company Mining Rights ” has the meaning ascribed to it in Section 5.12(a);

“ Company Operations ” means all activities of whatever kind or nature conducted in connection with the exploration of and operations on the Company Properties;

“ Company Properties ” means the properties located in Minas Gerais, Brazil, in respect of which the Company owns the Company Mining Rights;

“ Consideration Shares ” means 4,000,000 LTH Shares issued by the Purchaser to the Vendor in accordance with Sections 2.2 and 2.3;

“ Consideration Warrant Certificate ” means the certificate representing the Consideration Warrants;

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“ Consideration Warrants ” means 1,500,000 LTH Share purchase warrants of the Purchaser represented by and the terms of which are set out in the Consideration Warrant Certificate issued by the Purchaser to the Vendor in accordance with Section 2.2 and 2.3;

“ Consulting Agreement ” means the consulting agreement entered into between the Purchaser and Vendor whereby the Purchaser will engage Andre Rezende Guimaraes to act as the VP of Business Development;

“ Contract ” means all contracts, leases, deeds, mortgages, licences, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral;

“ Deferred Cash Consideration ” has the meaning ascribed to it in Section 2.3(b);

“ Deferred Cash Consideration Payment Date ” has the meaning ascribed to it in Section 2.2(a);

“ Effective Date ” has the meaning ascribed to it in the Preamble;

“ Employees ” means those individuals employed or engaged by the Company or the Subsidiary, as applicable, whether such Persons are employed or engaged on a full-time, part-time or temporary basis, including those employees on disability leave, parental leave or other absence, and all dependent contractors;

“ Employment Agreements ” means Contracts, other than Benefit Plans, whether oral or written, relating to an Employee, including any communication or practice relating to an Employee which imposes any obligation on the Company or the Subsidiary;

“ Encumbrances ” means pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, development agreements or similar agreements, easements, rights-of-way, title defects, options, rights of first offer or rights of first refusal, adverse claims, restrictive covenants, easements, joint use agreements, party wall agreements, work orders issued by any municipal corporation or other Governmental Authority, demands and equities of any nature whatsoever or howsoever arising and any rights or privileges capable of becoming any of the foregoing;

“ Financial Statements ” means the audited comparative consolidated financial statements of the Company for the year ended December 31, 2022 prepared in accordance with IFRS;

“ Former Company Employees ” has the meaning ascribed to it in Section 8.7;

“ Fundamental Representations and Warranties ” has the meaning ascribed to it in Section 9.2(a)(iii)(A);

“ Governmental Authority ” means any:

• (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign;

• (b) subdivision, agent, commission, board, or authority of any of the foregoing; or

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• (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“ Governmental Authorizations ” means authorizations, approvals, including any franchises, regulatory approvals, certificates, consents, directives, notices, licences, permits, variances, registrations or similar rights issued to or required by the Company or the Subsidiary in connection with the Business or otherwise by or from any Governmental Authority;

“ Grantor ” means [REDACTED]

“ GST ” means the goods and services tax and harmonized sales tax exigible pursuant to Part IX of the Excise Tax Act (Canada) R.S.C. 1985, C.E-15, as amended, and any similar value-added or multi-staged tax imposed under any provincial legislation;

“ IFRS ” means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

“ [REDACTED] Agreement ” means the Contrato de Associação e Outras Avenças entered into by and between Neolit and [REDACTED] on April 7, 2022, as amended;

“ [REDACTED] Agreement ” means the Contrato de Associação e Outras Avenças entered into by and between Neolit, [REDACTED] and [REDACTED] on November 7, 2022, as amended;

“ Laws ” means applicable laws (including common law), constitutions, statutes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, findings, treaties, policies, notices, directions, decrees, judgements, awards or requirements, in each case of any Governmental Authority, and terms and conditions of any grant of approval, permission, authority or licence of any Governmental Authority, and terms and conditions or any grant of approval, permission, authority or licence of any Governmental Authority;

“ LTH Shares ” means all of the issued and outstanding shares in the capital of the Purchaser;

“ Material Contract ” means any Contract material to the Company, including the Option Agreements and any Contract:

• (a) involving a one-time payment to or by the Company or the Subsidiary in excess of $5,000 for the previous 12 months;

• (b) involving aggregate annual payments to or by the Company or the Subsidiary in excess of $5,000 during the past 12 months or anticipated to be paid within the next 12 months;

• (c) involving the Company Properties, the Company Operations or the Company Mining Rights;

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• (d) with a term or commitment to or by the Company or the Subsidiary that may reasonably extend beyond one year and which cannot be terminated without penalty by the Company on less than 30 days’ notice;

• (e) relating to the employment of, or the performance of services by, any Employee or other Person;

• (f) providing for staffing, employee leasing, or the provision of contingent workers to the Company or the Subsidiary;

• (g) any contract or agreement that contains any restrictive covenants by which any of the Company’s or the Subsidiary’s employees, consultants or independent contractors is bound;

• (h) involving or evidencing indebtedness of the Company or the Subsidiary by way of loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise;

• (i) involving the indemnification of any Person, including any Employee(s) or directors or officers;

• (j) involving commitments by the Company or the Subsidiary to purchase securities or an interest in any Person or undertaking;

• (k) the absence, breach, termination or repudiation of which could have, or could reasonably be expected to have, a material adverse effect on the Company;

• (l) which provides to any Person any preferential terms, including any “most favoured nation”, “exclusivity”, or other preferential pricing arrangement;

• (m) which is outside the ordinary course of the Business; or

• (n) which restricts in any way the scope of business or activities of the Company, including the right or ability of the Company to compete in any line of business or in any geographic region with any other Person or to transact business in any other manner with any other Person;

“ Misrepresentation ” means: (a) an untrue statement of a material fact; or (b) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

“ Notice ” has the meaning set out in Section 10.1;

“ Notice of Claim ” has the meaning set out in Section 9.4(a);

“ Occupational Health and Safety Laws ” means all Laws relating in full or in part to the protection of employees or worker health and safety;

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“ Option Agreements ” means, collectively, the [REDACTED] Agreement, the [REDACTED] Agreement and the [REDACTED] Agreement pursuant to which the Company has been granted the Options;

“ Options ” means sole and exclusive options granted to the Company by the Grantors pursuant to the Option Agreements to acquire interest in the mining rights listed in Schedule 5.12(a);

“ Order ” means an order, injunction, judgment, administrative complaint, decree, ruling, award, assessment, direction, instruction, penalty or sanction issued, filed or imposed by any Governmental Authority or arbitrator;

“ Parties ” means, collectively, all of the parties to this Agreement, and “ Party ” means any one of them, individually;

“ Permitted Encumbrances ” means:

• (a) easements, rights of way, rights of re-entry, servitude, or other similar rights or restrictions, including such rights or restrictions in land for sewers, drains, pipelines, gas and water mains, telephone or cable television conduits, provided the foregoing are not of such nature as to materially and adversely affect the Business;

• (b) rights reserved to or vested in any Governmental Authority by the term of any lease, licence, franchise, grant or permit pursuant to applicable Laws that has been disclosed to the Purchaser;

• (c) inchoate statutory liens for real or personal property Taxes, assessments or governmental or utility charges or levies that, in each case, are not due as of the Closing Date and which have been disclosed to the Purchaser; and

• (d) liens incurred, created and granted in the ordinary course of the Business to a public utility, municipality or Governmental Authority in connection with operations of the Company or the Subsidiary which have been disclosed to the Purchaser;

in each case provided that such liens or privileges do not cause a material adverse effect;

“ Person ” includes any individual, sole proprietorship, partnership, firm, entity, limited partnership, limited liability company, unlimited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, corporation, or Governmental Authority and any group that includes more than one Person, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or legal representative;

“ Proceedings ” has the meaning set out in Section 5.27;

“ Promissory Note ” means the promissory note of even date herewith evidencing the indebtedness of the Purchaser to the Vendor for the Deferred Cash Consideration;

“ Purchase Price ” has the meaning given in Section 2.2;

“ Purchased Securities ” has the meaning ascribed to it in the Preamble;

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“ Purchaser ” has the meaning ascribed to it in the Preamble;

“ Purchaser Indemnified Parties ” has the meaning ascribed to it in Section 9.1;

“ Reporting Jurisdictions ” means the provinces of British Columbia, Alberta and Ontario;

“ Securities Laws ” means all securities Laws in the Reporting Jurisdictions, together with published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators and all rules and policies of the TSXV;

“ Securities Regulators ” means, collectively, the securities regulators or other Securities Regulatory Authorities in the Reporting Jurisdictions;

“ Securities Regulatory Authorities ” means, collectively, the Canadian Securities Commissions;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Administrators;

“ subsidiary ” means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares or quotas ordinarily entitled to elect a majority of the board of directors or manager or board of managers thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of a certain event or contingency) are at the time owned directly or indirectly by such specified body corporate, and shall include any Person over which it exercises direction or control or which is in a like relation to a subsidiary;

“ Subsidiary ” means Salit Mineração Ltda.;

“ Tangible Personal Property ” means the fixed assets, machinery, equipment including computer hardware and telecommunications equipment, supplies, fixtures, furniture, furnishings, vehicles, material handling equipment, implements, parts, tools and spare parts owned or used or held by the Company or the Subsidiary, including any of the foregoing that are in storage or in transit, and any other tangible property and facilities used or held by the Company or the Subsidiary whether located in or on the Leased Real Property or elsewhere;

“ Target Cash ” means $0.

“ Tax Claim ” means a Claim in respect of or otherwise relating to Taxes.

“ Tax Returns ” includes all returns, reports, declarations, elections, notices, designations, information returns, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes;

“ Taxes ” or “ Tax ” means, with respect to any Person, all income and other taxes (including any tax on or based upon, levied on or measured by net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, land transfer taxes and duties, franchise taxes, licence taxes, withholding

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taxes or other withholding obligations, payroll taxes, employment taxes, Canada or Québec Pension Plan premiums or contributions, excise, severance, social security premiums, workers’ compensation premiums, employment insurance or compensation premiums, imputed underpayments, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, escheat, unclaimed or abandoned property, alternative or add-on minimum taxes, GST, customs duties or other taxes of any kind whatsoever, and including any obligations to indemnify or otherwise assume, pay or succeed to the Tax liability of any Person together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) or Governmental Authority on such Person or for which such Person is responsible, and any interest, penalties, additional taxes, additions to tax or other amounts imposed with respect to the foregoing;

“ Third Party Claim ” has the meaning ascribed to it in Section 9.1;

“ Transaction ” means, collectively, the transactions contemplated hereby and the agreements and other documents or instruments contemplated herein;

“ Transaction Expenses ” means all of the out-of-pocket fees and expenses that are or will be incurred by the Company or that are or will be for the account of the Company in connection with the negotiation, preparation and execution of this Agreement, and the other agreements and documents contemplated herein and therein and the consummation of the Transaction, which remain unpaid at the Closing Date regardless of whether the Company or the Vendor has received an invoice for any such fees or expenses;

“ TSXV ” means the TSX Venture Exchange;

“ Vendor ” has the meaning ascribed to it in the Preamble; and

“ Vendor Indemnified Parties ” has the meaning ascribed to it in Section 9.3.

1.2 Certain Rules of Interpretation

In this Agreement:

• (a) Currency – Unless otherwise specified, all references to money amounts are to lawful currency of the United States of America.

• (b) Governing Law – This Agreement is a contract made under and shall be governed by and construed in accordance with the Laws of the Province of Ontario and the Federal laws of Canada applicable therein. The Parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect of any action or proceeding relating in any way to this Agreement.

• (c) Headings – Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

• (d) Including – Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.

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• (e) No Strict Construction – The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

• (f) Number and Gender – Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

• (g) Severability – If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Persons or circumstances.

• (h) Statutory References – A reference to a statute includes all rules and regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation or rule which amends, supplements or supersedes any such statute or any such regulation or rule.

• (i) Time – Time is of the essence in the performance of the Parties’ respective obligations.

• (j) Time Periods – Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

1.3 Entire Agreement

This Agreement and the other agreements and documents required to be delivered pursuant hereto constitute the entire agreement between the Parties with respect to the subject matter thereof and set out all of the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter thereof and supersede all such prior agreements, understandings, negotiations and discussions, whether oral or written. No reliance has been made upon and there are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, between the Parties in connection with the subject matter of this Agreement and the other agreements and documents required to be delivered pursuant hereto except as specifically set forth herein and in any document required to be delivered pursuant hereto or thereto.

1.4 Knowledge

Any reference to the knowledge of the Vendor shall mean, unless otherwise specified, the actual knowledge of the Vendor after diligent inquiry respect to the relevant matter.

1.5 Schedules

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The Schedules to this Agreement are an integral part of this Agreement.

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale of Purchased Securities

Subject to the terms and conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, on the Closing Date, all of the Purchased Securities free and clear of all Encumbrances, for the Purchase Price as provided in Section 2.2.

2.2 Purchase Price

The aggregate consideration payable by the Purchaser to the Vendor for the Purchased Securities shall be the aggregate sum of:

• (a) $3,429,233.18 (the “ Base Purchase Price ”);

• (b) plus the amount by which the Closing Cash Amount exceeds the Target Cash (the “ Excess Cash ”), being $101,771.38;

• (the Base Purchase Price and the Excess Cash collectively the “ Cash Consideration ”);

• (c) the Consideration Shares; and

• (d) the Consideration Warrants;

(the Cash Consideration, the Consideration Shares and the Consideration Warrants, collectively the “ Purchase Price ”).

2.3 Payment of the Purchase Price

The Purchase Price shall be payable as follows:

• (a) $2,031,004.56 (being the Base Purchase Price minus the Deferred Cash Consideration plus the Excess Cash, referred to herein as the “ Closing Date Cash Consideration ”) will be paid to the Vendor on the Closing Date;

• (b) $1,500,000 (the “ Deferred Cash Consideration ”) will be paid (without interest) to the Vendor on the 18-month anniversary of the Closing Date (the “ Deferred Cash Consideration Payment Date ”); and

• (c) the Consideration Shares and the Consideration Warrants will be issued to the Vendor (or as directed by the Vendor) on the Closing Date.

Immediately prior to the Closing Time, the Vendor will provide to the Purchaser a statement setting out the Excess Cash amount. The Cash Consideration shall be paid to the Vendor by wire transfer of immediately available funds, without any deduction, discount, reduction or withholding, as

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directed by the Vendor, on the Closing Date (with respect to the Closing Date Cash Consideration) and on the Deferred Cash Consideration Payment Date (with respect to the Deferred Cash Consideration). The Consideration Shares and Consideration Warrants shall be issued to the Vendor on the Closing Date and shall be registered as directed by the Vendor.

2.4 Consideration Shares and Warrants

• (a) Hold Period. The Vendor acknowledges that the Consideration Shares and Consideration Warrants will be subject to a four-month hold period from the date they are issued (being the Closing Date).

• (b) Exercise of Consideration Warrants. Each Consideration Warrant will be exercisable to purchase one LTH Share at an exercise price equal to CDN$2.25 per share in accordance with the terms set out in the Consideration Warrant Certificate.

2.5 Pre-Closing Advances

Immediately prior to the Closing Time, the Purchaser shall pay as an advance to the Company the amount of $2,570,766.82, being an amount equal to the Assumed Debts (the “ Advance ”). The Company shall, immediately upon receipt of the Advance, repay the Assumed Debts to the party or parties entitled thereto.

ARTICLE 3 CLOSING

3.1 Actions at the Closing Time and at the Deferred Cash Consideration Payment Date Subject to the provisions of this Agreement, the transactions set forth below shall occur at the Closing Time:

• (a) Purchase and Sale of Purchased Securities – The Vendor shall sell and the Purchaser shall purchase the Purchased Securities.

• (b) Payment of Purchase Price – The Purchaser shall pay or cause to be paid the Closing Date Cash Consideration to the Vendor.

• (c) Consideration Shares and Warrants – The Purchaser shall issue the Consideration Shares and the Consideration Warrants to the Purchaser.

Subject to the provisions of this Agreement, the transactions set forth below shall occur on the Deferred Cash Consideration Payment Date:

• (a) Payment of the Deferred Cash Consideration – The Purchaser shall pay or cause to be paid the Deferred Cash Consideration to the Vendor.

Other Documents and Payments – The Parties shall deliver or cause to be delivered, whether on the Closing Date or on the Deferred Cash Consideration Payment Date, such certificates, resolutions, directions and other documents as set out in Section 3.3.

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3.2 Closing

The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur on the date of this Agreement (the “ Closing Date ”), and shall be effective as at the Closing Time. The Closing shall take place by means of an electronic closing in which the closing documentation will be delivered by electronic mail exchange of signature pages in pdf or functionally equivalent electronic format, which delivery will be effective without any further physical exchange of the originals or copies of the original, except as otherwise provided herein.

3.3 Closing Deliverables

• (a) Vendor’ Closing Deliverables. At the Closing, the Vendor shall deliver or cause to be delivered to the Purchaser the following, each in form and substance satisfactory to the Purchaser:

• (i) a certificate of an officer of the Company that contains copies of (A) the constating documents of the Company, and (B) as applicable, all resolutions of the directors and/or quotaholders of the Company approving the entering into and completion of the transaction contemplated by this Agreement and the other agreements and documents required to be delivered pursuant hereto;

• (ii) an amendment to the articles of incorporation of the Company approving (A) the irrevocable transfer of the Purchased Securities to the Purchaser; and (B) the resignation and release, effective as at the Closing Date, by André Rezende Guimaraes as legal representative of the Company, duly executed by the Vendor;

• (iii) all notifications, consents, approvals, Orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority), required in connection with the Transaction, the execution of this Agreement and the agreements and instruments contemplated herein, the Closing or the performance of any of the terms and conditions of this Agreement;

• (iv) the Consulting Agreement executed by the Vendor; and

• (v) such other documents and ancillary agreements as contemplated herein or therein or as Purchaser may otherwise reasonably require.

• (b) Purchaser Closing Deliverables. At the Closing, the Purchaser shall deliver or caused to be delivered to the Vendor the following, each in form and substance satisfactory to the Vendor:

• (i) evidence of the payment of the Closing Date Cash Consideration;

• (ii) certificates, in physical or electronic form, representing the Consideration Shares;

• (iii) the Consideration Warrant Certificate;

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• (iv) The Promissory Note executed by the Purchaser;

• (v) the Consulting Agreement executed by the Purchaser;

• (vi) such other documents and ancillary agreements as contemplated herein or therein or as the Vendor may otherwise reasonably require.

• (c) Purchaser Deferred Cash Consideration Payment Date Deliverables. On the Deferred Cash Consideration Payment Date, the Purchaser shall pay the Deferred Cash Consideration in cash to the Vendor and shall deliver or cause to be delivered to the Vendor, in form and substance satisfactory to the Vendor, evidence of payment of the Deferred Cash Consideration.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE VENDOR

As of the Effective Date (except as otherwise specified below), the Vendor, represents and warrants to the Purchaser the matters set forth below, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

4.1 Right to Sell

The Vendor is the sole registered and beneficial owner of the Purchased Securities, free and clear of all Encumbrances. The Vendor has the sole and exclusive power to agree to the matters set forth herein with respect to the Purchased Securities and has the sole and exclusive right to dispose of the Purchased Securities as provided in this Agreement, and such disposition will not violate, contravene, breach or offend against or result in any default under any contract, indenture, mortgage, lease, agreement, obligation, instrument, constating documents, charter or by-law provision, statute, regulation, Order, judgment, decree, licence, permit or Law, to which the Vendor is a party or subject or by which the Vendor is bound or affected. The Vendor has not granted or agreed to grant any power of attorney or attorney-in-fact, proxy or other right to vote in respect of its Purchased Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of the members, or give consents or approvals of any kind as to its Purchased Securities.

4.2 No Other Securities

Other than the Purchased Securities, the Vendor does not, and will not, hold any quotas or other securities of the Company, including any securities convertible or exchangeable into securities of the Company, and is not, and will not become, party to any agreement and does not hold any warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement for the purchase, subscription or issuance of any unissued quotas, securities (including convertible securities), warrants or options of the Company.

4.3 Due Authorization and Enforceability of Obligations

The Vendor has the legal capacity and power to enter into this Agreement and each other agreement or instrument delivered or to be delivered by the Vendor in connection with the consummation of the Transaction or otherwise contemplated herein. No further action is required

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on the part of the Vendor to authorize this Agreement or each other agreement or instrument delivered or to be delivered by the Vendor in connection with the consummation of the Transaction or otherwise contemplated herein. The Vendor has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered or will duly and validly execute and deliver each other agreement or instrument delivered or to be delivered by the Vendor at the Closing or otherwise contemplated herein. This Agreement constitutes, and any other agreement or instrument executed or delivered or to be executed or delivered by, or on behalf of, the Vendor at the Closing and in connection with the consummation of the Transaction constitutes or will, at the time of execution, constitute, valid and binding obligations of the Vendor enforceable against him in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

4.4 Regulatory Approvals

The Vendor is not required to obtain any Governmental Authorization, approval, Order or consent of any Governmental Authority, and is not required to make any filing with any Governmental Authority, in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement, the performance of the obligations of the Vendor hereunder and thereunder or the consummation of the Transaction.

4.5 Absence of Conflicting Agreements

The Vendor is not a party to, bound or affected by or subject to any:

• a) indenture, mortgage, pledge, lease, agreement, obligation or instrument;

• b) charter, trust indenture or by-law provision or other constating document; or

• c) Laws or Governmental Authorizations,

that would be violated, breached by, or under which any default would occur or an Encumbrance would, with notice or the passage of time, be created as a result of the execution and delivery of, or the performance of his obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement.

4.6 Litigation

There are no Proceedings pending or, to the knowledge of the Vendor, threatened against the Vendor, before any Governmental Authority which seek to prevent the Vendor from consummating the Transaction.

4.7 No Broker

The Vendor has carried on all negotiations relating to this Agreement and the Transaction directly and without intervention on its behalf of any other party in such manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY

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As of the Effective Date (except as otherwise specified below), the Vendor, hereby represents and warrants to the Purchaser the matters set forth below, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

5.1 Formation and Power of the Company

The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of Brazil. The Company has all requisite corporate power, authority and capacity to own, lease or operate its property and assets and to carry on the Business as it is currently owned and conducted.

5.2 Registration

Neither the nature of the Business nor the location or character of the assets used in connection with the Business require the Company or the Subsidiary to be registered, licensed or otherwise qualified as an extra-provincial or foreign corporation in any jurisdiction. The Company and the Subsidiary is duly registered, licensed or otherwise qualified to undertake the Business as presently conducted in Minas Gerais, Brazil.

5.3 Subsidiaries

The Subsidiary is a limited liability company duly formed, validly existing and in good standing under the Laws of Brazil. The Subsidiary has all requisite corporate power, authority and capacity to own, lease or operate its property and assets and to carry on its business as it is currently owned and conducted.

The Company is the sole beneficial and registered owner of 40% of the outstanding quotas in the capital of the Subsidiary, with good marketable title thereto, free and clear of all Encumbrances. The remaining 60% of the outstanding quotas in the capital of the Subsidiary, with good marketable title thereto, free and clear of all Encumbrances, are held by [REDACTED] . Except for the 60% of the outstanding quotas in the capital of the Subsidiary presently held by [REDACTED] and the [REDACTED] Agreement, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Subsidiary or obligating the Subsidiary to issue or sell any quotas, or any other interest in, the Subsidiary.

Other than the Subsidiary, the Company does not have any subsidiaries or own, or have any direct or indirect equity interest in any other corporation, partnership, joint venture, limited liability company, unincorporated organization, trust, association or other entity.

5.4 Capitalization of the Company

The authorized and issued quotas in the capital of the Company consist of 1.000 quotas, all of which are owned by the Vendor. The Purchased Securities constitute all of the issued quotas in the capital of the Company. All of the Purchased Securities have been duly authorized and validly issued and are outstanding as fully paid and non-assessable and none of the Purchased Securities have been issued in violation of any pre-emptive or similar rights. There are no options, warrants, conversion privileges, equity-based awards or other rights, agreements or commitments of any character whatsoever requiring or which may require the issuance, sale or transfer by the

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Company of any quotas or other securities of the Company or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, or, whose value is based on or in reference to the value or price of, any quotas or other securities of the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company, and there are no outstanding contractual or other obligations of the Company to repurchase, redeem or otherwise acquire any of its quotas or other securities or with respect to the voting or disposition of any outstanding quotas or other securities.

5.5 Due Authorization and Enforceability of Obligations

No authorization or corporate action on the part of the Company is necessary for the execution and delivery of this Agreement and the consummation of the Transaction. This Agreement constitutes, and each other agreement or instrument executed and delivered or to be executed and delivered by the Company in connection with the Closing and the consummation of the Transaction constitutes or will, at the time of execution, constitute, a valid and binding obligation of the Company, enforceable against it in accordance with its terms.

5.6 No Bankruptcy

There has not been any petition or application filed, or any judicial or administrative proceeding commenced which has not been discharged, by or against the Company or the Subsidiary with respect to any of their respective assets (including the Company Mining Rights) under any applicable Law relating to bankruptcy, insolvency, reorganization, fraudulent transfer, compromise, arrangement of debt, creditors rights and no assignment has been made by it or for the benefit of creditors. No meeting has been convened or resolution or petition proposed or order made for the Company or the Subsidiary to be wound up or dissolved.

5.7 Solvency

None of the following events has occurred in relation to the Company or the Subsidiary:

• (a) a receiver, receiver and manager, liquidator, provisional liquidator, administrator or trustee is appointed in respect of the Company or the Subsidiary, as applicable, or any of its assets or anyone else is appointed who (whether or not as agent for the Company or the Subsidiary) is in possession, or has control, of any of the its assets for the purpose of enforcing an Encumbrance;

• (b) an event that gives any person the right to seek an appointment referred to in paragraph (a);

• (c) an application is made to court or a resolution is passed or an order is made for the winding up or dissolution of the Company or the Subsidiary, as applicable, or an event that would give any person the right to make an application of this type;

• (d) the Company or the Subsidiary proposes or takes any steps to implement a scheme of arrangement or other compromise or arrangement with its creditors or any class of them;

• (e) the Company or the Subsidiary stops paying its debts when they become due or is declared or taken under any applicable law to be insolvent or the board of

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directors of the Company or the Subsidiary, as applicable, resolves that it is, or is likely to become at some future time, insolvent;

• (f) any person in whose favour the Company or the Subsidiary has granted any Encumbrance becomes entitled to enforce that Encumbrance or any floating charge under that Encumbrance crystallises; or

• (g) any event under any law which is analogous to, or which has a substantially similar effect to, any of the events referred to in paragraphs (a) to (f).

5.8 Regulatory Approvals

No Governmental Authorization, approval, Order, consent of or filing with any Governmental Authority is required on the part of the Company or the Subsidiary in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the Company of its obligations hereunder and thereunder.

5.9 Absence of Conflicting Agreements

Neither the Company nor the Subsidiary is a party to, bound or affected by or subject to any:

• (a) Contract;

• (b) charter or by-law; or

• (c) Laws or Governmental Authorizations,

that would be violated, breached by, or under which default would occur or an Encumbrance on its assets or any of the Purchased Securities would, or with notice or the passage of time would, be created, or in respect of which its obligations will increase or its rights or entitlements will decrease, as a result of the execution and delivery of this Agreement or any other agreement to be entered into under the terms of this Agreement, or the performance of the obligations contemplated herein or therein. There has been no sale, assignment, subletting, licensing or granting of any rights in or other disposition of or in respect of any assets of the Company or the Subsidiary or any granting of any Contract or right capable of becoming an agreement or option for the purchase, assignment, subletting, licensing or granting of any rights in or other disposition of any of such assets other than pursuant to the provisions of, or as disclosed in, this Agreement, or pursuant to purchase orders or customer agreements accepted by the Company in the ordinary course of the Business and in a manner consistent with past practice.

5.10 Absence of Liabilities

Neither the Company nor the Subsidiary has, since the date of its incorporation, incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) which continue to be outstanding, except those liabilities and obligations that will be settled and fully paid on the Closing Date in the manner set forth herein and those incurred by the Company and the Subsidiary in the ordinary course of business.

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5.11 Absence of Material Changes and Unusual Transactions

Except as contemplated in this Agreement, since the date of incorporation of the Company:

• (a) there has not been any material adverse change in the financial condition, operations or prospects of the Company or the Business;

• (b) there has not been any damage, destruction, loss, labour dispute, organizing drive, application for certification or other event, development or condition of any character (whether or not covered by insurance) that is materially adverse to the Company or the Business;

• (c) neither the Company nor the Subsidiary has transferred, assigned, sold, licensed or otherwise disposed of any material assets or cancelled any debts or entitlements that would correspond to a material adverse event to the Company or the Subsidiary;

• (d) neither the Company nor the Subsidiary has declared, set aside, paid or made any other distributions on or in respect of its outstanding securities or effected any split of any of its outstanding securities or otherwise changed its capitalization or capital structure in any manner, other than provided herein;

• (e) neither the Company nor the Subsidiary has issued any securities, stock options, warrants, appreciation rights or any other security other than as described herein;

• (f) neither the Company nor the Subsidiary has waived or omitted to take any action in respect of any right that is material to the Company or the Business;

• (g) neither the Company nor the Subsidiary has commenced or settled any litigation or charge or compliant with any Governmental Authority; and

• (h) neither the Company nor the Subsidiary has authorized, agreed or otherwise become committed to do any of the foregoing.

5.12 Mining Rights and Ancillary Rights

• (a) Schedule 5.12(a) sets out, as of the Closing Time, (a) a list of all the mining rights with respect to the Company Properties and the Company Operations including any mining claim, mining concession, proprietary interests, prospecting permit, mining lease and mining right within the meaning of applicable Brazilian Laws (collectively, the “ Company Mining Rights ”), (ii) a list of all material easements and surface rights from landowners or Governmental Authorities issued or granted to the Company in connection with the conduct of the Company Operations and (iii) a list of mining rights that are under advanced negotiation between the Company and the respective owners of such mining rights.

• (b) The Company, through the Option Agreements, holds interests to acquire the Company Mining Rights under valid, subsisting and enforceable documents sufficient to permit the Company to explore for and exploit the minerals relating thereto. Except as provided for in Schedule 5.12(a), none of the Company Mining

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Rights are in the possession of or under the control of any other Person, nor does any Person have any right to a Company Mining Right other than the Company subject to the Grantors’ rights under the Option Agreements. The Company (and no other Person than the Grantors) is in actual occupancy of all Company Mining Rights and the Company and the relevant Grantors enjoys peaceful and undisturbed possession thereof.

• (c) Each of the Company Mining Rights is in full force and effect and in good standing in all material respects and no event, condition and/or occurrence exists that, with the giving of notice or lapse of time or both, would constitute a default under such Company Mining Rights, and (i): each of the Company Mining Rights has been recorded in compliance with applicable Laws and is comprised of valid and subsisting mineral claims; (ii) there are no mining concessions conflicting with the Company Mining Rights; (iii) none of the Vendor, the Company and, to the Company’s knowledge, the Optionor has received any written notice form any Government Authority of any default under, or of any condemnation, expropriation or revocation, or any intent to do any of the forgoing, with respect to any of the Company Mining Rights or the Company’s interest therein; and (iv) there is no claim of any third party that would reasonably be expected to materially adversely affect the right of the Company or the Subsidiary to use or otherwise exploit the Company Mining Rights. All mining fees, minimum work, measurement obligations, investment plans filings, investment plan compliance affidavits, environmental fees, contributions, duties, canons, land or other fees and assessments that have been imposed, levied or charged upon or against the Company Mining Rights and that are due in accordance with their terms prior to the Closing Time have been filed and paid in full and are current.

• (d) Other than as set out in Schedule 5.12(a) and provided for in the Option Agreements, neither the Company nor the Subsidiary has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof. The Company Mining Rights (or any interest in, or right to earn an interest in, the Company Mining Rights) is not subject to any right of first refusal or purchase or acquisition right, other than those provided for in the Option Agreements.

• (e) Any and all of the agreements and other documents and instruments pursuant to which the Subsidiary or the Grantors hold the Company Mining Rights (including any interest in, or right to earn an interest in, any Company Mining Rights), including but not limited to the Option Agreements, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable against the Subsidiary and the Grantors in accordance with the terms thereof. To the Company’s knowledge, neither the Subsidiary nor the Grantors are in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged.

5.13 Non-Arm’s Length Transactions

Following the payment of the Assumed Debt by the Company, no director or officer, former director or officer, quotaholder, member, Affiliate or family member of any director or officer, former director or officer, or quotaholder, or Employee or former employee of, or any other Person

• 21 -

not dealing at arm’s length with, the Company is engaged in any transaction or arrangement with or is a party to a Contract with, or has any indebtedness, liability or obligation to, the Company, the Subsidiary or the Business, except for the Employment Agreements, all of which are described in Schedule 5.25(a).

5.14 Partnership, Joint Venture Interests or Strategic Alliances

Other than the Option Agreements, neither the Company nor the Subsidiary is a partner, beneficiary, trustee, co-tenant, joint-venturer or otherwise a participant in any partnership, trust, joint venture, co-tenancy or similar jointly owned business undertaking, and neither has had any investment interests in any business owned or controlled by any third party which carries on in whole or in part the Business or any business similar to, competitive with or ancillary to the Business.

5.15 Absence of Contingent Liabilities

Neither the Company nor the Subsidiary has given or agreed to give, nor is a party to or bound by, any guarantee, surety or indemnity in respect of indebtedness, or other obligations, of any Person, or any commitment by which it is or is contingently responsible for such indebtedness or other obligations.

5.16 Sufficiency of Assets

Immediately prior to the Closing Time, the Company will have no assets, properties or rights (whether real, personal or mixed, tangible or intangible) other than the Tangible Personal Property and the Company Mining Rights and interest in the Subsidiary and the Subsidiary will have no assets, properties or rights (whether real, personal or mixed, tangible or intangible) other than the Company Mining Rights held by the Subsidiary.

The assets of the Company collectively constitute all of the properties, rights, interests and other tangible and intangible assets of the Business (wherever located) that are necessary and sufficient to enable Purchaser to conduct the Business in the manner in which the Business is currently being conducted, which is substantially the same manner as the Business has been conducted in the 12 months preceding the Effective Date.

5.17 Title to Assets

Each of the Company and the Subsidiary is the sole legal and beneficial owner and, where its interests are registrable, the sole registered owner of its assets with good and valid title, free and clear of all Encumbrances other than the Permitted Encumbrances and it is exclusively entitled to possess and dispose of same, except for the provisions of the Option Agreements. There has been no assignment, subletting or granting of any licence (of occupation or otherwise) of or in respect of any of the assets of the Company or the Subsidiary or any granting of any agreement or right capable of becoming an agreement or option for the purchase of any of the assets of the Company or the Subsidiary other than pursuant to the provisions of this Agreement.

5.18 Condition of Assets

Each of the tangible assets of the Company or the Subsidiary, including the Tangible Personal Property, (i) is structurally sound, free of material defects and deficiencies, in good condition and

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repair (ordinary wear and tear excepted) and has been installed, maintained, repaired and replaced in accordance with normal industry practices; (ii) materially complies in all respects with, and is being operated and otherwise used in compliance with, all applicable Laws; and (iii) is adequate and appropriate, in all material respects, for the uses for which it is being employed.

5.19 Business in Compliance with Law

The affairs of the Company, the Subsidiary and the Business have been at all times and are now being conducted in compliance with all Laws of each jurisdiction in which the operations of the Company and the Subsidiary have been and are carried on. Neither the Company nor the Subsidiary has received any notice (oral or written) of any alleged violation of any such Laws, and to the knowledge of the Vendor, no such allegations or notices of any such violations are pending or threatened and the Vendor is not aware of any facts or circumstances that may give rise to such allegations or notices.

5.20 Governmental Authorizations

All of the authorizations required by each of the Company and the Subsidiary to enable it to carry on the Business are in compliance with all Laws in full force and effect in accordance with their terms, and no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation of any such Governmental Authorization or give rise to an obligation on the part of the Company or the Subsidiary to undertake or bear any cost. No proceedings are pending or, to the knowledge of the Vendor, threatened, which could result in their revocation or limitation and all steps have been taken and filings made on a timely basis with respect to each Governmental Authorization and its renewal.

5.21 Restrictive Covenants

Neither the Company nor the Subsidiary is a party to or bound or affected by any Contract or any provision in its constating documents:

• (a) limiting its freedom to compete in any line of business or any geographic area or transfer or move any of its assets or operations, including any non-compete, exclusivity, rights of first refusal, first negotiation, most or equally-favoured nation or other similar commitment or any other conditional clause, restriction, or limitation that limits its ability to freely exploit the conduct the Business; or

• (b) which could materially and adversely affect the business practices, continued operation or financial condition of the Company or the Business after the Closing.

5.22 Intellectual Property

Neither the Company nor the Subsidiary owns or licenses any intellectual property as at the date of this Agreement.

5.23 Real Property and Leases

Neither the Company nor the Subsidiary currently owns any real property or has any interest in any real property. Neither the Company nor the Subsidiary leases, subleases, has license to any real property, other than the leases listed in Schedule 5.23.

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5.24 Environmental and Other Matters

• (a) To the knowledge of the Vendor, all activities of the Company and the Subsidiary on or in relation to the Company Properties have been carried out in material compliance with all applicable environmental laws, regulations, and regulatory prohibitions or orders, including but not limited to specific environmental permits conditions and there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures. Each of the Company and the Subsidiary has complied with all environmental insurance obligations required by applicable Law.

• (b) To the knowledge of the Vendor, the Company Properties do not lie within any protected area, rescued area, reserve, reservation, reserved area or special needs lands as designated by any governmental entity having jurisdiction that would materially impair the development of a mining project on such lands.

• (c) No material dispute between any non-governmental organization, community, community group, aboriginal peoples or aboriginal group exists or, to the knowledge of the Vendor, is threatened or imminent with respect to the Company Properties. Neither the Vendor, the Company, nor the Subsidiary has received any material correspondence from any non-governmental organization, community, community group, aboriginal peoples or aboriginal group in relation to the Company Properties and the activities of the Company (“ Activities ”) on or in relation to the Company Properties has not caused and is not causing any nuisance and the Vendor, the Subsidiary and the Company has not received, before the date of this Agreement, any complaint about the effects of the Activities on the Environment.

• (d) To the knowledge of the Vendor, no archeological remains have been discovered and no damages to any archeological remains have been caused as a direct or indirect result of the activities undertaken by the Company or the Subsidiary, or any prior title holder on the Company Properties.

• (e) Neither the Company nor the Subsidiary has received any notice of or been prosecuted for an offence alleging a material violation of or material noncompliance with any environmental Laws, and the Company has not settled any allegation of a material violation or material non-compliance short of prosecution. To the knowledge of the Vendor, there are no orders of a Government Authority relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the business or any property, facilities or assets (whether owned, leased or licensed) of the Company or the Subsidiary, including, for greater certainty, the Company Mining Rights.

• (f) Neither the Company nor the Subsidiary has used, disposed of, generated, stored, treated, transported, dumped, released, deposited, buried or emitted any hazardous substance or waste at, on, from, to or under any of the Company Properties or any other property. To the knowledge of the Vendor, no other Person has used, disposed of, generated, stored, treated, transported, dumped, released, deposited, buried or emitted ay dangerous substance or waste, at, on, from, to or under the Company Properties.

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• (g) To the knowledge of the Vendor, there is no substance, odour, sound, vibration or radiation (“ Contamination ”) present in, on or under any air, land or water at a level that would entitle any Governmental Authority or any person to require the Company or the Subsidiary, whether now or in the future:

• (i) to clean up, remove, remedy, treat, control or contain, monitor or otherwise manage that Contamination, or contribute to the cost of doing so; or

• (i) to pay compensation to any person in respect of that Contamination.

5.25 Employment Matters

• (a) Schedule 5.25(a), sets forth a complete list of all Employees and independent contractors of the Company and the Subsidiary, together with their titles, status (whether full-time; part-time; or fixed-term), exempt/non-exempt classifications, hourly wages, salaries or other rate or method of compensation, incentive compensation, length of service, location of employment, allowances, profitsharing, fees, start dates and end dates (if applicable), vacation entitlement and accrual, bonuses, and other material monetary and non-monetary compensation paid since the beginning of the most recently completed fiscal year, or payable to each such Employee and the Benefit Plans that apply to each such Employee.

• (b) No Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than as a result of applicable employment laws.

• (c) No Employee is on short-term or long-term disability leave, parental leave, or any other type of leave (whether or not legally required) or an extended absence or is receiving benefits pursuant to any workers’ compensation legislation or incident or private income replacement plans in which the Company or the Subsidiary participates.

• (d) There are no management agreements, retention bonuses, change of control agreements or employment agreements providing for cash or other compensation or benefits upon the consummation of the Transaction or any part thereof other than those compensation agreements that form part of the Transaction and are expressly contemplated herein.

• (e) Neither the Company nor the Subsidiary is a party to, bound by, or has any liability or contingent liability with respect to any Benefit Plans (including Pension Plans) or employment policies or plans, whether written or unwritten, funded or unfunded, or formal or informal. Without limiting the generality of the foregoing, (l) neither the Company nor the Subsidiary has any liability in respect of, nor is it obligated to pay, any bonus or incentive compensation payments to any of its Employees.

• (f) Each of the Company and the Subsidiary is operated and has been operated in compliance with all Laws relating to Employees, employment practices and terms and conditions of employment, including employment standards, human rights, equal employment opportunity, non-discrimination, non-retaliation, labour relations, Occupational Health and Safety Laws, immigration and work

• 25 -

authorization, accessibility, workplace accommodations, pay equity, wage and hour, payment of wages, minimum wage, payment of overtime, employment actions in all stages of employment (hiring, promotion, transfer, demotion, discipline and termination of employment), workers’ compensation, workplace safety and insurance and privacy. There have been no Claims nor, to the knowledge of the Vendor, are there any pending or any threatened Claims under any such Laws against the Company or the Subsidiary. To the knowledge of the Vendor, nothing has occurred which might lead to a Claim against the Company or the Subsidiary under any such Laws.

• (g) Each of the Company and the Subsidiary has fully and timely paid all wages, salaries, wage premiums, bonuses, commissions, separation payments, fees, expense reimbursements and other compensation that has come due and payable to its current and former employees and independent contractors under applicable Law, contract or any policies of the Company or the Subsidiary.

• (h) There are no outstanding inspection orders or citations or the written or verbal equivalent thereof made under any Occupational Health and Safety Law or other Law relating to workers’ health or safety in the event of an accident or injury while at work, which relate to the Company or the Subsidiary. There have been no fatal or critical accidents which might lead to Claims against the Company under Occupational Health and Safety Laws.

• (i) There are no outstanding incentive options, incentive appreciation rights, phantom equity awards, other equity-based awards, profit sharing plans or similar rights, agreements, arrangements or commitments payable to directors, managers, officers, Employees or former directors, managers officers, employees, consultants or agents based upon the revenue, value, income or any other attribute of the Company or any Affiliate.

• (j) To the knowledge of the Vendor, all Employees are legally authorized to work in the jurisdiction in which they work or are employed or retained.

• (k) Each independent contractor or other person who is providing or has provided services to the Company or the Subsidiary (as a consultant, leased employee, or other non-employee service provided) that the Company or the Subsidiary has contracted with or engaged in connection with the Business is or was properly classified as a bona fide independent contractor for all purposes of applicable Law and all Employees involved in the Business have been properly classified as exempt or non-exempt and treated as such for all applicable purposes, including tax and benefit purposes. No Employee or independent contractor has, to the knowledge of the Vendor, complained that he or she was misclassified or that he or she was otherwise improperly compensated under the Brazilian Employment Standards Act or any similar Law.

• (l) To the knowledge of the Vendor, there is no current or pending audit or investigation involving any Governmental Authority, or complaints by Employees or independent contractors, relating to the improper classification of Employees as exempt or non-exempt or independent contractors or any related matter and all classifications of individuals employed or retained by the Company or the

• 26 -

Subsidiary, whether as Employees or independent contractors, are valid and in accordance with applicable Law and there are no facts that would give rise to a Claim against the Company or the Subsidiary in connection with such classification of Employees or independent contractors.

• (m) All current assessments under applicable workers’ compensation legislation in relation to each of the Company and the Subsidiary and all of its Employees, contractors and subcontractors have been paid or accrued. Neither the Company nor the Subsidiary has been and is not subject to any additional or penalty assessment under such legislation which has not been paid or has been given notice of any audit or complaint. The Company’s accident cost experiences are such that there are no pending nor potential assessments, experience rating changes or Claims which could adversely affect the Company’s or the Subsidiary’s premium payments or accident cost experience or result in any additional payments in connection with the Company or the Subsidiary.

5.26 Material Contracts

• (a) Schedule 5.26(a) sets forth a complete list of the Material Contracts and amendments thereto. The Material Contracts, including those listed in Schedule 5.26, are all in full force and effectas eventually amended, and there are no outstanding defaults or material violations (or events which would constitute a default or violation with the passage of time or giving of notice or both) or notices of termination or default under such Material Contracts on the part of the Company or the Subsidiary, or, to the knowledge of the Vendor, on the part of any other party to any such Material Contracts.

• (b) Each of the Company and the Subsidiary has the capacity, including the necessary personnel, equipment and supplies, to perform all of its obligations under each of the Material Contracts to which it is a party.

• (c) None of the execution and delivery of this Agreement and the other documents and agreements contemplated herein, the performance by the Company and the Subsidiary of their respective obligations hereunder and thereunder or the completion of the Transaction will result in a default or a breach under any Material Contract, or expense or decrease in the rights of any party thereto or result in early termination thereof.

• (d) No consent or approval is required to be obtained under any Material Contract in connection with the consummation of the transactions contemplated by this Agreement.

5.27 Copies of Contracts, etc.

Current and complete copies of the Material Contracts have been delivered or made available to the Purchaser, and all details of all Material Contracts which are not in writing have been disclosed in full to the Purchaser. There are no current or pending negotiations with respect to the renewal, repudiation or amendment of any such Material Contracts.

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5.28 Litigation

Neither the Company nor the Subsidiary is a party, directly or indirectly, to any Claims, investigations, audits or proceedings, including appeals and applications for review (collectively, “ Proceedings ”) whatsoever, and there are no Proceedings pending or, to the knowledge of the Vendor, threatened (a) against the Company or the Subsidiary, (b) affecting the Purchased Securities or the ownership thereof, (c) affecting the officers or directors of the Company and the Subsidiary by virtue of their offices which involve claims against the Company or the Subsidiary, (d) that otherwise relates to the Business, any of its assets, use of the Leased Real Property or operation of the Business following the Closing (whether or not either or the Company is named as a party thereto), or (e) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated under this Agreement. To the knowledge of the Vendor, there is no basis for such Proceedings. There is not presently outstanding against the Company or the Subsidiary any judgment, injunction or other order of any Governmental Authority. There is no Proceeding that the Company or the Subsidiary currently intends to initiate.

5.29 Tax Matters

• (a) Each of the Company and the Subsidiary has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Authority and has duly, completely and correctly reported all income and all other amounts and information required to be reported thereon.

• (b) Each of the Company and the Subsidiary has duly and timely paid all Taxes, including all instalments or estimates on account of Taxes for the current year, that are due and payable by, it whether or not assessed by the appropriate Governmental Authority or reported on any Tax Return.

• (c) Neither the Company nor the Subsidiary has granted to any Person any power of attorney that is currently in force with respect to any Tax matter nor have either of them requested, offered to enter into or entered into any agreement or other arrangement, or executed any waiver, providing for any extension of time within which (i) to file any Tax Return covering any Taxes for which it is or may be liable; (ii) to file any elections, designations or similar filings relating to Taxes; (iii) it is required to pay or remit any Taxes or amounts on account of Taxes; or (iv) any Governmental Authority may assess or collect Taxes for which it is or may be liable.

• (d) Neither the Company nor the Subsidiary has made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Tax Returns.

• (e) There are no proceedings, investigations, audits or Claims now pending or threatened against the Company or the Subsidiary in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Authority relating to Taxes.

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• (f) Neither the Company nor the Subsidiary has entered into any agreement or arrangement with any Governmental Authority that requires it to take any action or to refrain from taking any action. Neither the Company nor the Subsidiary is a party to any agreement with any Governmental Authority that would be terminated or adversely affected as a result of the transactions contemplated by this Agreement or otherwise cause the Company or the Subsidiary (or the Purchaser as a result of its acquisition of the Purchased Securities pursuant this Agreement) to be liable for or otherwise pay or surrender any Tax or reduce or diminish any Tax asset or reduction or exclusion.

• (g) Each of the Company and the Subsidiary duly and timely withheld all Taxes and other amounts required by Law to be withheld by it (including Taxes and other amounts required to be withheld by either of them in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account or benefit of any Person, including any Employees, officers, directors or managers and any non-resident Person), and has duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required by Law to be remitted by it.

• (h) Each of the Company and the Subsidiary has duly and timely collected all amounts on account of any sales, use or transfer taxes, required by Law to be collected by either of them and has duly and timely remitted to the appropriate Governmental Authority any such amounts required by Law to be remitted by it.

• (i) Each of the Company and the Subsidiary has properly requested, received and retained, as applicable, all relevant exemption certificates and/or other documentation supporting any claimed exemption or waiver of Taxes on sales or other transactions on which it would otherwise have been obligated to collect or withhold Taxes.

• (j) Except pursuant to this Agreement, for purposes of the applicable tax statute, no Person or group of Persons has ever acquired or had the right to acquire control of the Company or the Subsidiary.

• (k) There are no Encumbrances for Taxes upon any asset of the Company or the Subsidiary, except for current period taxes not yet due and payable.

• (l) Neither the Company nor the Subsidiary maintains, nor has it ever maintained, an office or other fixed place of business in any jurisdiction other than Brazil. Neither the Company nor the Subsidiary has, nor has it ever had, a taxable presence in any jurisdiction other than Brazil.

• (m) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by such jurisdiction.

• (n) Neither the Company nor the Subsidiary has currently (nor has been) a member of or partner in or owner of any equity interest in any Person, or a party to any Contract, that would be treated as a partnership for Tax purposes.

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• (o) There are no tax-sharing agreements or similar agreements or Contacts with respect to or involving the Company or the Subsidiary.

• (p) Neither the Company nor the Subsidiary has any liability for Taxes of any other Person arising under Contract, by operation of law, by reason of being a successor or transferee, or otherwise.

• (q) Neither the Company nor the Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

• (i) change in method of accounting for a taxable period ending on or prior to the Closing Date (whether such change is elective or required by applicable Laws);

• (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date;

• (iii) installment sale or open transaction disposition made on or prior to the Closing Date;

• (iv) claim for reserve for Tax purposes; or

• (v) deferred or prepaid amount received on or prior to the Closing Date.

5.30 Books and Records

All Books and Records have been made available to the Purchaser. Such Books and Records fairly and correctly set forth and disclose in all material respects the financial position of the Company, and all material financial and other transactions relating to the Company have been accurately recorded in such Books and Records.

5.31 Corporate Records

• (a) The governing documents of the Company and the Subsidiary, including any and all amendments thereto, have been delivered or made available to the Purchaser, and such constating documents as so amended, are in full force and effect.

• (b) The corporate records of the Company and the Subsidiary have been delivered or made available to the Purchaser.

5.32 Bank Accounts, etc.

Schedule 5.3231 sets forth a complete list of all accounts of the Company and the Subsidiary with banks or similar institutions and all financial institutions in which the Company or the Subsidiary maintains any depository account, trust account, trading account or safety deposit box and the names of all Persons authorized to draw on or who have access to such accounts or safety deposit boxes or are authorized to give instructions in connection therewith.

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5.33 Compliance with Laws

The Company is in compliance in all material respects with applicable Laws and has at all times since incorporation conducted its business and affairs in accordance with its constitution and is not in breach of any Order, judgement or any court, tribunal or Government Authority in its jurisdiction.

5.34 No Proceedings

There is no Order issued delaying, restricting or preventing, and no pending or, to the knowledge of the Vendor, threatened Claim, or judicial or administrative proceeding, or investigation against the Company or the Subsidiary by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the Transaction or otherwise claiming that this Agreement or the consummation of such Transaction is improper or would give rise to proceedings under any Laws.

5.35 Restrictions on Business

Neither the Company nor the Subsidiary has imposed upon any other Person, nor is it subject to, any non-compete, exclusivity, rights of first refusal, first negotiation, most or equally-favoured nation or other similar commitment.

5.36 Cash

The Excess Cash at Closing is $101,771.38.

5.37 No Broker

No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of the Company or the Subsidiary, except for the Assumed Debts.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As of the Effective Date (except as otherwise specified below), the Purchaser represents and warrants to the Vendor the matters set forth below, and acknowledges that the Vendor is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

6.1 Incorporation and Corporate Power

The Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws of the Province of Ontario. The Purchaser has all necessary corporate or legal power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement.

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6.2 Due Authorization and Enforceability of Obligations

The execution and delivery of this Agreement and the consummation of the Transaction have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The Purchaser has the legal capacity and power to enter into this Agreement and each other agreement or instrument delivered or to be delivered by it in connection with the consummation of the Transaction or otherwise contemplated herein. The Purchaser has duly and validly executed and delivered this Agreement and, has duly and validly executed and delivered or will duly and validly execute and deliver each other agreement or instrument delivered or to be delivered by the Purchaser at the Closing or otherwise contemplated herein.

6.3 Absence of Conflicting Agreements

The Purchaser is not a party to, bound or affected by or subject to any:

• (a) indenture, mortgage, lease, agreement, obligation or instrument;

• (b) charter or by-law provision; or

• (c) Laws or Governmental Authorizations,

that would be violated, breached by, or under which any default would occur or an Encumbrance would, with notice or the passage of time, be created as a result of the execution and delivery of, or the performance of its obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement.

6.4 Securities Laws and Stock Exchange Listing

• (a) The Purchaser is a “reporting issuer” within the meaning of the Securities Laws and it’s not in default of any of the requirements of the Securities Laws.

• (b) No Order ceasing, halting or suspending trading in securities of the Purchaser nor prohibiting the sale of such securities has been issued to and is outstanding against the Purchaser or its directors, officers or promoters or, to the knowledge of the Purchaser, against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened which, if determined adversely, would materially and adversely affect, impede or delay the consummation of the transactions contemplated in this Agreement.

• (c) The LTH Shares are listed and posted for trading on the TSXV under the trading symbol “LTH” and the Purchaser has complied in all material respects with the rules and regulations of the TSXV.

• (d) The Purchaser has and will have filed, in a timely manner, all documents that are required to be filed under applicable Securities Laws, including annual and interim

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financial information and annual reports, press releases disclosing material changes and material reports.

6.5 Consideration Shares and Consideration Warrants

The Consideration Shares, when issued in accordance with the terms of this Agreement, will be duly and validly created and issued as fully paid and non-assessable shares in the capital of the Purchaser. The Consideration Warrants, when issued in accordance with the terms of this Agreement, will be duly and validly created. The Consideration Shares and Consideration Warrants are being issued in accordance with Policy 5.3 of the TSXV Corporate Finance Manual and no consents or approvals are required from the TSXV to issue the Consideration Shares and Consideration Warrants, other than customary post-Closing approvals. When issued in accordance with the terms of this Agreement, the Consideration Shares and the Consideration Warrants (and any LTH Shares issued within four months of the date of issuance of the Consideration Warrants) will have a statutory hold period imposed thereon that is no longer than four months and one day from the date of issuance thereof under applicable securities laws in any jurisdiction of Canada (assuming that the resale of any of the Consideration Shares does not constitute a “control distribution” (as defined under National Instrument 45-102 – Resale of Securities.

6.6 Required Regulatory Approvals

The Purchaser has obtained all required regulatory approvals to complete the transactions contemplated hereunder, including to issue the Consideration Shares and the Consideration Warrants, and there is no requirement on the part of the Purchaser to obtain any TSXV or regulatory approvals in connection with the lawful completion of the transactions contemplated by this Agreement, other than customary post-Closing TSXV approvals.

6.7 Required Consent

There is no requirement on the part of the Purchaser to give or obtain (as applicable) any consent in connection with the completion of the transactions contemplated by this Agreement.

6.8 Public Disclosure Record

The public disclosure record of the Purchaser is, as of the date thereof: (a) in compliance in all material respects with the applicable Securities Laws of the Reporting Jurisdictions; and (b) does not contain any Misrepresentation. The Purchaser is in compliance in all material respects with its disclosure obligations under applicable Securities Laws. The Purchaser has not filed any confidential material change reports that remain confidential.

6.9 Sufficiency of Assets

The Purchaser will have available to it at the Deferred Cash Compensation Payment Date, on an unconditional basis, the financial capability and adequate unrestricted cash on hand necessary and sufficient to pay the Deferred Cash Consideration.

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ARTICLE 7 NON-WAIVER; SURVIVAL

7.1 Non-Waiver

No investigations made by or on behalf of the Purchaser at any time shall have the effect of waiving, diminishing the scope or otherwise affecting any covenant, representation or warranty made by the Vendor in or pursuant to this Agreement. No waiver of any condition or other provisions, in whole or in part, shall constitute a waiver of any other condition or provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

7.2 Nature and Survival

• (a) All representations, warranties and covenants contained in this Agreement on the part of each of the Parties shall survive:

• (i) the Closing;

• (ii) the execution and delivery under this Agreement of any security transfer documents or other documents of title to any of the Purchased Securities; and

• (iii) the payment of the consideration for the Purchased Securities,

in each case, for the same period of time during which an obligation to indemnify exists pursuant to Section 9.1, as applicable.

• (b) There shall be no merger of any representation, warranties and or covenants with any of the documents required to be delivered at Closing.

ARTICLE 8 COVENANTS OF THE PARTIES

8.1 Delivery of Minute Books

The Vendor shall cause the Company to deliver to the Purchaser, or as the Purchaser may direct, at Closing, any Books and Records as may be reasonably requested by the Purchaser.

8.2 Further Actions After Closing

From and after the Closing Date, each Party to this Agreement shall cooperate with the other and their respective Affiliates and representatives, and shall execute, acknowledge and deliver any further documents and instruments, reasonably requested by a Party, in form reasonably acceptable to the other Party, and will take any other action consistent with the terms of this Agreement and the documents and instruments delivered hereunder that may reasonably be requested by a party to consummate the Transaction. The Vendor will not incur or commit to any Transaction Expenses after the Closing for which the Company or the Purchaser would be responsible.

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8.3 Tax Filings

From and after the Closing, upon reasonable advance notice from the Purchaser, the Vendor shall provide the Purchaser with copies of the Vendor's Books and Records and other materials relating to periods prior to the Closing Date as may be reasonably required by the Purchaser in connection with the preparation of financial statements or Tax Returns (and any materials necessary for the preparation of any of the foregoing) including for periods ending on or prior to the Closing Date, or to comply with the rules and regulations of any Governmental Authority or as may be reasonably required in connection with a Third Party Claim. Unless otherwise consented to in writing by the Purchaser, the Vendor shall not, for a period of six (6) years following the Closing Date, destroy, alter or otherwise dispose of any material Books and Records and other material documents and records as may be reasonably required by the Purchaser in connection with the preparation of financial statements or Tax Returns of the Company or the Subsidiary, relating to periods prior to the Closing Date without first offering to surrender to the Purchaser such Books and Records and materials or such portions thereof.

8.4 Business Acquisition Report and Financial Statements

At the sole cost and expense of the Purchaser, the Vendor agrees to cooperate and assist the Purchaser with the preparation and audit of the Financial Statements and, if deemed necessary to comply with applicable Laws, the preparation and filing of a business acquisition report (as such term is defined under National Instrument 51-102 - Continuous Disclosure Obligations ). In furtherance and without limiting the generality of the foregoing, the Vendor shall provide the Purchaser, on or before the date that is 60 days following the Closing Date, with all necessary information concerning the Company and the Subsidiary required to prepare the Financial Statements (including, without limitation, such financial, operating and other data and information related to the Company or the Subsidiary as the Purchaser, its auditors or legal counsel may reasonably request) and shall: (a) ensure that such information does not contain any Misrepresentation; and (b) use all commercially reasonable efforts to deliver certifications and any auditor report and consent in form acceptable to the Purchaser, acting reasonably, to facilitate the inclusion of such information and/or statements in any documents required to be filed by the Purchaser on SEDAR under applicable Laws.

8.5 Confidentiality

From and after the Closing, the Vendor shall, and shall cause its Affiliates to, hold, and use their reasonable best efforts to cause their respective representatives, advisors, consultants, contractors and agents (collectively, “ Representatives ”) to hold, in confidence any and all information, whether written or oral, concerning the Company, except to the extent that the Vendor can show that such information (i) is generally available to and known by the public through no fault of the Vendor, any of their Affiliates or their respective Representatives; or (ii) is lawfully acquired by the Vendor, any of their Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Vendor, or any of their Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Vendor shall promptly notify the Purchaser in writing and shall disclose only that portion of such information which the Vendor is advised by their counsel in writing is legally required to be disclosed, provided that the Vendor shall, at the request of the Purchaser, use reasonable best efforts to obtain an appropriate protective order or other

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reasonable assurance that confidential treatment will be accorded such information, at the Purchaser’s sole cost and expense.

8.6 Retainment of Key Employees

If requested by the Purchaser, the Vendor, the Company and the Purchaser will use commercially reasonable best efforts to retain such key employees of the Company, as identified by the Purchaser in consultation with the Company, upon completion of the Transaction. Any costs associated with the dismissal or termination of any employees prior to Closing shall be to the account of the Vendor. Any costs associated with the dismissal or termination of any employees from and after Closing shall be to the account of the Purchaser.

8.7 Employee Matters

The Vendor shall be responsible for: (i) any and all wages, salaries and other cash compensation (including, without limitation, accrued vacation leave and sick leave, bonuses, commissions and other incentive-based cash compensation) payable to the Employees and any former employees, officers, independent contractors and consultants of the Company (“ Former Company Employees ”) for periods prior to the Closing, except for the Assumed Debts; (ii) any workers’ compensation benefits, unemployment compensation or severance, retention bonus or change in control payment payable to any of the Employees or Former Company Employees that become due or owed as a result of the consummation of the transactions contemplated by this Agreement; and (iii) any alleged discrimination, breach of Contract or other wrongful termination of any Employees or Former Company Employees that occurred before the Closing Date.

ARTICLE 9 INDEMNIFICATION

9.1 Indemnification by the Vendor

The Vendor hereby covenants and agrees with the Purchaser to indemnify and save harmless the Purchaser and its Affiliates (including the Company) and their respective shareholders, directors, officers and employees (collectively referred to as the “ Purchaser Indemnified Parties ”) from and against any and all Claims, whether or not arising due to Claims made by a third party (a “ Third Party Claim ”), which may be made or brought against any of the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, or in connection with, or relating to:

• (a) any non-fulfilment or breach of any covenant or agreement on the part of the Vendor contained in this Agreement;

• (b) any misrepresentation in or breach of any representation or warranty of the Vendor contained in this Agreement; and

• (c) any Transaction Expenses or Assumed Debt that remains unpaid following the Closing (for greater certainty, any debt incurred by the Company in the ordinary course of business shall not be included in Transaction Expenses or Assumed Debt).

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9.2 Limitation on Indemnification Rights

• (a) The indemnification obligations of the Vendor under Section 9.1 shall be subject to the following limitations:

• (i) subject to Sections 9.2(a)(ii) and 9.2(a)(iii), obligations of the Vendor under Section 9.1(b) shall terminate on the date that is two (2) years from the Closing Date, except with respect to Claims by any Purchaser Indemnified Parties set forth in written notices given by a Purchaser Indemnified Party to the Vendor prior to such date;

• (ii) except with respect to Claims by any Purchaser Indemnified Parties set forth in written notices given by a Purchaser Indemnified Party to the Vendor prior to the date described below, the obligations of the Vendor under Section 9.1(b) in respect of any Claim relating to a misrepresentation or breach of any representation or warranty set out in Section 5.29 [Tax Matters ] shall terminate on the date which the relevant Governmental Authorities shall no longer be entitled to assess or reassess liability for Taxes against the Company for the particular period giving rise to the Claim, having regard, without limitation, to any waivers given by the Company in respect of any taxation year or any entitlement of a Governmental Authority to assess or reassess without limitation in the event of fraud or misrepresentation attributable to neglect, carelessness or wilful default;

• (iii) Claims for indemnification:

  • (A) under Section 9.1(b) based on any misrepresentation in or breach of the representations and warranties set out in Sections 5.1 [ Formation and Power of the Company ], 5.2 [ Registration ], 5.3 [ Subsidiaries ], 5.4 [ Capitalization of the Company ], 5.5 [ Due Authorization and Enforceability of Obligations ], 5.6 [ No Bankruptcy ], 5.7 [ Solvency ], 5.8 [ Regulatory Approvals ] and 5.36 [ No Broker ] (collectively, the “ Fundamental Representations and Warranties ”); and

  • (B) based on wilful misconduct, intentional misrepresentation or fraud by the Vendor or the Company,

  • may be made at any time.

• (b) Except with respect to any Fundamental Representations, or any Claim related to wilful misconduct, intentional misrepresentation or fraud by the Vendor: (i) the Vendor shall not be liable to the Purchaser Indemnified Parties (or any of them) under this Article 9 unless the aggregate damages suffered or incurred by the Purchaser Indemnified Parties (or any of them) with respect to any matters for which indemnification is to be provided under this Article 9 exceeds $100,000 (the “ Deductible ”), in which event, the Vendor shall be liable for the full amount of all such damages which exceed the Deductible. Other than with respect to any Claim related to wilful misconduct, intentional misrepresentation or fraud by the Vendor,

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the aggregate amount of all Claims referred to in Section 9.2(i) for which the Vendor shall be liable shall not exceed $1,500,000. Other than with respect to any Claim related to wilful misconduct, intentional misrepresentation or fraud by the Vendor, the aggregate amount of all Claims referred to in Section 9.2(ii) for which the Vendor shall be liable shall not exceed $$3,000,000. The aggregate amount of all Claims referred to in Section 9.2(iii) for which the Vendor shall be liable shall not exceed $4,500,000.

9.3 Indemnification by the Purchaser

The Purchaser hereby covenants and agrees with the Vendor to indemnify and save harmless the Vendor and its Affiliates (including the Company) and their respective shareholders, directors, officers and employees (collectively referred to as the “ Vendor Indemnified Parties ”) from and against any and all Claims, including any Third Party Claim, which may be made or brought against any of the Vendor Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, or in connection with, or relating to:

• (a) any non-fulfilment or breach of any covenant or agreement on the part of the Purchaser contained in this Agreement; and

• (b) any misrepresentation in or breach of any representation or warranty of the Purchaser contained in this Agreement.

9.4 Indemnification Procedures for Third Party Claims

• (a) In the case of any Third Party Claims with respect to which indemnification is sought, the Purchaser or the Vendor (as the case may be) (the “ Indemnified Party ”) shall give prompt written notice (the “ Notice of Claim ”), and in any event within 5 days, to the other party (the “ Indemnifying Party ”) of any such Claims made upon the Indemnified Party. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defence. The Notice of Claim shall specify the factual basis of the Third Party Claim, the amount of the Third Party Claim or a good faith, reasonable estimate thereof, and be accompanied by all relevant documents served on the Indemnified Party.

• (b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 10 days after receipt of the notice described in Section 9.4(a), to assume the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section 9.4 in respect of that Claim.

• (c) Upon the assumption of control of any Third Party Claim by the Indemnifying Party as set out in Section 9.4(b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Third Party Claim at its sole expense, including if necessary, employment of counsel and experts and, in connection

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therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect to any out-of-pocket expenses incurred, to make available to the Indemnified Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party shall have the right to participate in the defense of any Claim with counsel selected by it and the fees and disbursements of such counsel shall be at the expense of the Indemnifying Party, provided, that, if in the opinion of counsel to the Indemnifying Party (which opinion shall be definitive) joint representation would be inappropriate because, (A) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld.

• (d) The final determination of any Third Party Claim pursuant to this Section 9.3, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnified Party.

• (e) If the Indemnifying Party does not assume control of a Third Party Claim as permitted in Section 9.4(b), the Indemnified Party shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Third Party Claim shall be binding upon the Indemnifying Party.

9.5 Manner of Indemnification

In the event that any indemnification payments are required to be made to any of the Purchaser Indemnified Parties under Section 9.1, such indemnification payments shall be satisfied, at the Purchaser’s option, in its sole and absolute discretion, by: (i) set-off against any amounts owing by the Purchaser to the Vendor under this Agreement (to the extent an adequate amount is available to satisfy the amount of such indemnification), or (ii) by the payment of cash by wire transfer of immediately available funds.

9.6 Tax Status of Indemnification Payments

Any payment made by the Vendor pursuant to this Article 9 shall constitute a reduction of the Purchase Price for Tax purposes, unless otherwise required by Law.

9.7 Trustee and Agent

The Vendor acknowledges and agrees that the Purchaser is acting as trustee and agent for the remaining Purchaser Indemnified Parties, on whose behalf and for whose benefit the indemnity in this Article 9 is provided, and that such remaining Purchaser Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that

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they may not individually be parties to this Agreement. The Vendor agrees that the Purchaser may enforce the indemnity for and on behalf of such remaining Purchaser Indemnified Parties and, in such event, the Vendor will not in any proceeding to enforce the indemnity by or on behalf of such remaining Purchaser Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

9.8 No Circular Recovery

Notwithstanding anything to the contrary in this Agreement, the Vendor shall not have any right of contribution against the Purchaser, the Company or any of the Purchaser Indemnified Parties with respect to any claims made by the Purchaser Indemnified Parties against the Vendor under this Article 9, pursuant to applicable Laws or otherwise. The Vendor hereby agrees that he will not make any claim for indemnification against the Purchaser, the Company or any of the Purchaser Indemnified Parties by reason of the fact that the Vendor was a controlling person, quotaholder, director, officer, employee, agent or other representative of the Company (whether such claim is for damages of any kind or otherwise and whether such claim is pursuant to any Law, constating document, contractual obligation or otherwise) with respect to any Claim brought by any Purchaser Indemnified Party against the Vendor (whether such claim is pursuant to this Agreement, applicable Laws, or otherwise).

9.9 Exclusivity

Unless otherwise provided in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, the provisions of this Article 9 are the sole remedy available to the Vendor, the Purchaser and the Purchaser Indemnified Parties for any Claim for breach of covenants, representations, warranties or other obligations or provisions of this Agreement (other than a Claim for specific performance or injunctive relief). Nothing in this Section 9.9 shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Party's fraudulent, criminal or willful misconduct.

9.10 GST

To the extent that any amount claimed by way of indemnification is subject to GST, such amount will be increased by adding an amount that is equal to the applicable rate of GST multiplied by the amount of such claim for indemnification with the result that the indemnified party will be entitled to receive an amount in respect of any claim for indemnification equal to the amount of the claim for indemnification it would have been entitled to receive had GST not been deemed to be included in such amount.

9.11 Survival

The provisions of this Article 9 will survive the Closing indefinitely, without prejudice to the limitations of the indemnification rights provided for in Section 9.2.

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ARTICLE 10 GENERAL

10.1 Notices

Any notice, consent or approval required or permitted to be given in connection with this Agreement (referred to in this Section 10.1 as a “ Notice ”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by e-mail:

• (a) If to the Purchaser, at:

Lithium Ionic Corp. 36 Lombard Street, Floor 4 Toronto, ON M5C 2X3

Attention: Damian Lopez Email: [REDACTED]

with a copy to:

Miller Thomson LLP 40 King Street West, Suite 5800 Toronto, Ontario M5H 3S1

Attention: Mack Hosseinian E-mail: mhosseinian@millerthomson.com

• (b) If to the Vendor, at:

André Rezende Guimarães [REDACTED] Email: [REDACTED]

with a copy to:

Wildeboer Dellelce LLP Suite 800 Wildeboer Dellelce Place 365 Bay Street Toronto, ON M5H 2V1 Attention: Al Wiens E-mail: awiens@wildlaw.ca

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• (c) If to the Company, at:

Neolit Minerals Participacoes Ltda. [REDACTED]

Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, as the case may be, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day, then the Notice shall be deemed to have been given and received on the next Business Day. Any Party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section 10.1.

10.2 Amendment

This Agreement may only be amended by mutual written agreement of the Parties.

10.3 Assignment

Neither this Agreement nor any rights or obligations under this Agreement shall be assignable by operation of Law, amalgamation or otherwise by any Party without the express prior written consent of each of the other Parties. This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. No third party shall have any rights hereunder unless expressly stated to the contrary.

10.4 Expenses

Each of the Parties shall pay all costs and expenses (including the fees and disbursements of legal counsel and other advisors) it incurs in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement. All fees and expenses incurred by the Vendor, including legal and accounting fees in connection with the negotiation, preparation and execution of this Agreement and the consummation of the Transaction, will be the sole responsibility and obligation of the Vendor. In addition, all fees and expenses incurred by the Company in connection with the negotiation, preparation and execution of this Agreement and the consummation of the Transaction will be for the account of the Vendor.

10.5 Public and Employee Notices

The Purchaser shall, in its sole discretion, plan and co-ordinate any public notices, press releases and any other publicity concerning the transactions contemplated in this Agreement. No other Party shall issue any public notices, press releases or other public announcement concerning the transactions contemplated in this Agreement without the prior written consent of the Purchaser.

10.6 Execution and Delivery

This Agreement may be executed by the Parties in counterparts and may be executed and delivered electronically and all such counterparts shall together constitute one and the same agreement.

-signature page follows-

IN WITNESS WHEREOF each of the Parties has executed this Securities Purchase Agreement as of the Effective Date.

LITHIUM IONIC CORP.

By: (signed) Blake Hylands Name: Blake Hylands Title: Chief Executive Officer

NEOLIT MINERALS PARTICIPAÇÕES LTDA.

By: (signed) André Rezende Guimarães Name: André Rezende Guimarães Title: Legal Representative (signed) André Rezende Guimarães

ANDRÉ REZENDE GUIMARÃES

Signature Page to SPA