ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made effective as of February 4, 2025.

BETWEEN:

MACDONALD MINES EXPLORATION LTD., a federal company existing under the laws of the Canada ("BMK")

AND:

CANUC RESOURCES CORPORATION, a corporation formed pursuant to the laws of the Province of Ontario ("CDA")

AND:

16712371 CANADA INC., a federal company existing under the laws of Canada ("CDA Subco")

WHEREAS the Parties propose a business combination pursuant to a plan of arrangement involving, among other things, the amalgamation of BMK and CDA Subco, under the provisions of the Canada Business Corporations Act, such that CDA will acquire all of the issued and outstanding securities of BMK and BMK shareholders should become shareholders of CDA; on the terms described in this Agreement (the "Arrangement");

NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions. In this Agreement, unless the context otherwise requires:

(a) "1933 Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(b) "Acquisition Proposal" means, other than the transactions contemplated by this Agreement, any bona fide offer, proposal or inquiry (written or oral) from any Person or group of Persons ["acting jointly or in concert" (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids)] with whom BMK deals at arm's length, other than CDA (or any Affiliate of CDA), relating to:

(i) any direct or indirect sale, disposition or joint venture or other arrangement having the same economic effect as a sale, disposition or joint venture, in a single transaction or a series of related transactions, of assets (including the securities of any subsidiary of BMK) representing 20% or more of the consolidated assets of the Company and its subsidiaries, in each case, based on the most recent consolidated financial statements of BMK filed as part of BMK Public Documents;

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(ii) any direct or indirect acquisition, purchase, take-over bid, tender offer, exchange offer, treasury issuance of securities, sale of securities or other transaction, in a single transaction or a series of related transactions, that, if consummated, would result in a Person or group of Persons beneficially owning or exercising control or direction over, directly or indirectly, 20% or more of any class of voting or equity securities (including securities convertible into or exercisable or exchangeable for voting or equity securities) of BMK or any of its subsidiaries (assuming, if applicable, the conversion, exercise or exchange of such securities convertible into or exercisable or exchangeable for voting or equity securities);

(iii) any acquisition, share issuance, plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding-up or other similar transaction, in a single or a series of related transactions, involving BMK or any of its subsidiaries whose assets represent 20% or more of the consolidated assets of BMK and its subsidiaries, in each case, based upon the most recent consolidated financial statements of BMK filed as part of BMK Public Documents; or

(iv) any other similar transaction or series of transactions involving BMK or any of its subsidiaries.

(c) "Agreement" means this arrangement agreement, including the Schedules attached hereto, as may be supplemented or amended from time to time;

(d) "Arrangement" means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Article 9 of this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order (provided, however, that any such amendment or variation is acceptable to the Parties, each acting reasonably);

(e) "BMK" has the meaning ascribed to it in the recitals above;

(f) "BMK Arrangement Resolution" means the special resolution of BMK Shareholders approving the Arrangement, substantially in the form as set out in Schedule B hereto;

(g) "BMK Assets" has the meaning ascribed to it in Section 3.1(p);

(h) "BMK Board" means the board of directors of BMK;

(i) "BMK Disclosure Letter" means the disclosure letter of BMK to be signed and delivered by BMK to CDA at the time of execution of this Agreement and on the Effective Date, with information updated as of the Effective Date;

(j) "BMK Financial Statements" has the meaning ascribed to it in Section 3.1(j);

(k) "BMK Meeting" means the special meeting of the BMK Shareholders, including any adjournment thereof to be called and held for the purpose of obtaining the approval of the Arrangement Agreement, the Arrangement and other related matters, in accordance with the provisions of the Interim Order;

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(I) "BMK Optionholders" means holders of the outstanding BMK Options;

(m) "BMK Options" means the outstanding incentive stock options entitling the holders thereof to acquire, upon payment of additional cash consideration, BMK Shares, the details of which are set out in Section 3.1(b) of the BMK Disclosure Letter;

(n) "BMK Public Documents" means the public documents filed by BMK on SEDAR under BMK's SEDAR+ profile;

(o) "BMK Shareholder Approval" means approval of (i) at least 66⅔% of the votes cast on the BMK Arrangement Resolution by the BMK Shareholders, voting as a single class, present in person or by proxy at the BMK Meeting and (ii) if required under applicable Law, a majority of the votes cast on the BMK Arrangement Resolution by the BMK Shareholders, excluding the votes for BMK Shares, held or controlled by "related parties" and "interested parties" as defined under MI 61-101;

(p) "BMK Shareholders" means the registered holders of BMK Shares;

(q) "BMK Shares" means the authorized Class A common shares in the capital of BMK;

(r) "BMK Warrantholders" means holders of outstanding BMK Warrants;

(s) "BMK Warrants" means the outstanding warrants entitling the holders thereof to acquire, upon payment of additional cash consideration, BMK Shares, the details of which are set out in Section 3.1(b) of the BMK Disclosure Letter;

(t) "Business Day" means any day other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

(u) "CBCA" means the Canada Business Corporations Act, including the regulations promulgated thereunder, in either case as amended;

(v) "CDA" has the meaning ascribed to it in the recitals above;

(w) "CDA Subco Arrangement Resolution" means the special resolution of CDA, as sole shareholder of CDA Subco, approving the Arrangement and this Agreement, substantially in the form attached hereto as Schedule C;

(x) "CDA Assets" has the meaning ascribed to it in Section 4.1(q);

(y) "CDA Board" means the board of directors of CDA;

(z) "CDA Disclosure Letter" means the disclosure letter of CDA to be signed and delivered by CDA to BMK at the time of execution of this Agreement and on the Effective Date, with information updated as of the Effective Date;

(aa) "CDA Financial Statements" has the meaning ascribed to it in Section 4.1(k);

(bb) "CDA Properties" means, collectively, any permit, claim, licence, lease, concession, tenement, mineral disposition, mineral lease or other form of title or tenure, or other right, whether contractual, statutory or otherwise, in which CDA holds any title or interest;

(cc) “CDA Shares” means the authorized common shares in the capital of CDA;

(dd) “Claim” means any claim, demand, complaint, action, proceeding, investigation, suit, cause of action, assessment or reassessment, charge, judgment, order, writ, injunction, decree, debt, liability, expense, cost, damage or loss, contingent or otherwise, judicial, administrative or otherwise (including legal fees on a solicitor and his or her own client basis and other professional fees and all costs incurred in investigating or pursuing any of the foregoing or any proceeding);

(ee) “Code” means the United States Internal Revenue Code of 1986, as amended;

(ff) “Completion Deadline” means the latest date by which the Transaction is to be completed, which date shall be April 15, 2025 or such later date as the Parties may mutually agree;

(gg) “Concurrent Financing” means the private placement offering of CDA units consisting of CDA shares and warrants, for minimum gross proceeds of $500,000;

(hh) “Contract” means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon BMK or CDA, as the case may be;

(ii) “Court” means the Superior Court of Justice (Ontario);

(jj) “Directed Selling Efforts” has the meaning ascribed thereto in Regulation S;

(kk) “Director” means the Director appointed pursuant to section 260 of the CBCA

(ll) “Dissent Rights” means the BMK Dissent Rights defined in the Plan of Arrangement;

(mm) “Dissenting Shareholder” means a registered BMK Shareholder that validly exercises Dissent Rights in respect of all BMK Shares held;

(nn) “Effective Date” means the date agreed to by the Parties in writing as the effective date of the Arrangement, after all of the conditions precedent to the completion of the Arrangement as set out in the Arrangement Agreement and Final Order have been satisfied or waived.

(oo) “Effective Time” has the meaning ascribed thereto in the Plan of Arrangement;

(pp) “Encumbrance” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, Contract or otherwise) capable of becoming any of the foregoing;

(qq) “Environmental Approvals” means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals issued or required by any Governmental Entity pursuant to any Environmental Laws;

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(rr) "Environmental Laws" means all applicable Laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals;

(ss) "Exchange Ratio" means 1.497 CDA Shares for each one (1) BMK Share (1.497:1), subject to adjustment as contemplated in Section 2.8;

(tt) "Final Order" means the final order of the Court, after being informed of the intention to rely upon the Section 3(a)(10) Exemption from registration under the 1933 Act in connection with the issuance of the CDA Shares to BMK Shareholders, that are in the United States or U.S. Persons, in a form acceptable to the Parties, each acting reasonably, after a hearing on the fairness of the terms and conditions of the Arrangement, approving the Arrangement as such order may be amended by the Court (with the consent of the Parties, which consent shall not be unreasonably withheld, conditioned or delayed) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Parties each acting reasonably) on appeal;

(uu) "Governmental Entity" means: (a) any 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) any subdivision, agent, commission, board or authority of any of the foregoing; (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

(vv) "IFRS" means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;

(ww) "Information Circular" means the information circular, and any amendments thereto, to be provided to the BMK Shareholders in respect of the BMK Arrangement Resolution, and such other matters to be considered at the BMK Meeting;

(xx) "Interim Order" means the interim order of the Court, after being informed of the intention to rely upon the Section 3(a)(10) Exemption from registration under the 1933 Act in connection with the issuance of the CDA Shares to BMK Shareholders that are in the United States or U.S. Persons providing for, among other things, the calling and holding of the BMK Meeting, as the same may be amended by the Court with the consent of the Parties, which consent shall not be unreasonably withheld, conditioned or delayed;

(yy) "Law" or "Laws" means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any permit or authorization of or from any Governmental Entity or self-regulatory authority (including the TSXV), and the term "applicable" with respect to such Laws and in a context that refers to a Party, means such Laws as are applicable to such Party and/or its subsidiaries or their business, undertaking, property or securities and emanate from a Person

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having jurisdiction over the Party and/or its subsidiaries or its or their business, undertaking, property or securities;

(zz) “Material Adverse Change” means any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect on BMK or CDA, as applicable, on a consolidated basis;

(aaa) “Material Adverse Effect” means any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or states of facts, is or would reasonably be expected to be material and adverse to the business, properties, operations, results of operations or financial condition of BMK or CDA, on a consolidated basis, except any change, effect, event, occurrence or state of facts resulting from or relating to:

(i) the announcement of the execution of this Agreement or any transactions contemplated herein, or communication by the applicable Party of its plans or intentions with respect to the other Party and/or any of its subsidiaries;

(ii) changes in the United States and Canadian economies in general or the United States and Canadian capital or currency markets in general;

(iii) the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife, or acts of terrorism;

(iv) any change in applicable Laws or in the interpretation thereof by any Governmental Entity;

(v) any change in IFRS;

(vi) any natural disaster;

(vii) any change relating to foreign currency exchange rates; or

(viii) changes affecting the Party's industry generally,

provided that, in the case of any changes referred to in clauses (ii) to (viii) above, such changes do not have a materially disproportionate effect on the applicable Party relative to comparable companies;

(bbb) “Material Contracts” means all Contracts or other obligations or rights (and all amendments, modifications, side letters and supplements thereto to which BMK or CDA, as applicable, is a party, affecting the obligations of any party thereunder) to which BMK or CDA, as applicable, is a party or by which any of their respective properties or assets are bound that are material to the business, properties or assets of BMK or CDA taken, as applicable, as a whole, including to the extent any of the following are material to the business, properties or assets of BMK or CDA, as applicable, taken as a whole, all:

(i) employment, severance, personal services, consulting, non competition or indemnification Contracts (including any Contract involving employees);

(ii) Contracts granting a right of first refusal or first negotiation;

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(iii) partnership or joint venture Contracts;
(iv) Contracts for the acquisition, sale or lease of material properties or assets, by purchase or sale of assets or shares or otherwise;
(v) Contracts with any Governmental Entity;
(vi) loan or credit Contracts or instruments evidencing indebtedness for borrowed money by BMK or CDA, as the case may be, or any Contract pursuant to which indebtedness for borrowed money may be incurred;
(vii) Contracts that purport to limit, curtail or restrict the ability of BMK or CDA, as the case may be, to compete in any geographic area or line of business;
(viii) commitments and agreements to enter into any of the foregoing; and
(ix) all Contracts that provide for annual payments to or from BMK or CDA, as the case may be, in excess of $10,000 per annum;

(ccc) "MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;
(ddd) "News Release" means the initial news release of BMK and CDA announcing the Arrangement;
(eee) "NI 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Properties;
(fff) "Parties" means BMK, CDA and CDA Subco and "Party" means any of them;
(ggg) "Person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, company, firm, partnership, sole proprietorship, syndicate, joint venture, trust, unincorporated organization or association and pronouns have a similar extended meaning;
(hhh) "Plan of Arrangement" means the plan of arrangement set out as Schedule A hereto, as the same may be amended upon agreement of the Parties;
(iii) "Regulation D" means Regulation D adopted by the SEC under the 1933 Act;
(jjj) "Regulation S" means Regulation S adopted by the SEC under the 1933 Act;
(kkk) "SEC" means the United States Securities and Exchange Commission;
(lll) "Section 3(a)(10) Exemption" has the meaning ascribed thereto in Section 2.4(f);
(mmm) "Securities Authorities" means the federal, state and provincial securities commissions and/or other securities regulatory authorities in Canada and the United States, including the SEC, and any stock exchanges or other self regulatory agencies having authority over BMK and CDA, including the TSXV;
(nnn) "Securities Laws" means the Securities Act (Ontario), and the rules, regulations and published policies made thereunder and all other applicable Canadian provincial and territorial securities Laws;

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(ooo) "SEDAR+" means the Canadian System for Electronic Document Analysis and Retrieval;

(ppp) "Substantial U.S. Market Interest" means substantial U.S. market interest as that term is defined in Regulation S;

(qqq) "Superior Proposal" means any unsolicited bona fide written Acquisition Proposal made after the date of this Agreement from a Person or group of Persons with whom BMK deals at arm's length, other than CDA (or any Affiliate of CDA), to acquire not less than all of the outstanding BMK Shares [(other than BMK Shares beneficially owned by such Person or Persons)] or all or substantially all of the assets of BMK on a consolidated basis that:

(i) did not result from a breach of Section 8.1 and 8.2;

(ii) the Board determines, in its good-faith judgment, after receiving the advice of its outside legal counsel and financial advisors, is reasonably capable of being completed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal and their respective Affiliates;

(iii) is not subject to a financing condition and, in respect of which it has been demonstrated to the satisfaction of the Board, in its good-faith judgment, after receiving the advice of its outside legal counsel and financial advisors, that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal;

(iv) is not subject to a due diligence condition or access condition; and

(v) the Board determines, in its good-faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal and their Affiliates, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction that is more favourable, from a financial point of view, to BMK Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by CDA).

(rrr) "Tax" means (a) all federal, state, and local, foreign income, gross receipts, sales, use, production, ad valorem, value-added, transfer, franchise, registration, profits, capital gains, business, license, lease, service, service use, withholding, payroll, social security, disability, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes of any kind whatsoever, including liabilities under escheat and unclaimed property Laws, (b) all other fees, assessments or charges in the nature of a tax, (c) any fine, penalty, interest or addition to tax with respect to any amounts of the type described in (a) and (b) above, and (d) any liability for the payment of any amounts of the type described in (a)-(c) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of a tax sharing,

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tax allocation or tax indemnification contract, as a transferee or successor or otherwise;

(sss) "Tax Act" means the Income Tax Act (Canada);

(ttt) "Tax Return" means any declaration, election, estimate, return, report, information return or statement, schedule or other document (including any related or supporting information) with respect to Taxes that is filed or required to be filed with any Governmental Entity or provided or required to be provided to a payee, including any amendment thereof;

(uuu) "Transaction" has the meaning ascribed thereto on the first page of this Agreement;

(vvv) "TSXV" means the TSX Venture Exchange;

(www) "U.S. Person" has the meaning ascribed to it in Rule 902(k) of Regulation S of the 1933 Act;

(xxx) "U.S. Exchange Act" means the United States Securities Exchange Act of 1934; and

(yyy) "United States" or "U.S." means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

1.2 Interpretation Not Affected by Headings. The division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

1.3 Legislative References. Any reference in this Agreement to an act passed by a government means that act as amended or replaced from time to time and including any rules or regulations promulgated thereunder.

1.4 Number and Gender. In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.5 Date for Any Action. If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.6 Accounting Terms. Except as expressly stated otherwise, all accounting terms used herein are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of BMK or CDA, on a consolidated basis respectively, shall be made in a manner consistent with IFRS.

1.7 Subsidiaries. To the extent any covenants or agreements relate, directly or indirectly, to a subsidiary of a Party, each such provision shall be construed as a covenant by that Party to cause (to the fullest extent to which it is legally capable) such subsidiary to perform the required action.

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1.8 Knowledge and "threatened". Where any representation or warranty is expressly qualified by reference to the knowledge of the Party providing such representation or warranty, it is deemed to refer: (a) in the case of BMK, the collective actual knowledge of the Chief Executive Officer and Chief Financial Officer of BMK; and (b) in the case of CDA and/or CDA Subco, the collective actual knowledge of the Chief Executive Officer and Chief Financial Officer of CDA, in the case of each BMK and CDA, after due and diligent inquiry of such persons as they consider necessary as to the matters that are the subject of the representations and warranties. Where any representation and warranty is expressly qualified by reference to the word "threatened", it means threatened to the actual knowledge of the Party providing such representation or warranty.

1.9 Schedules. The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part thereof:

Schedule A - Plan of Arrangement
Schedule B - BMK Arrangement Resolution
Schedule C - CDA Subco Arrangement Resolution

ARTICLE 2

THE ARRANGEMENT

2.1 Approval of the Arrangement. The Parties each represent and covenant to the other that its board of directors has, or prior to the application for the Interim Order being made will have, approved this Agreement and the implementation of the transactions contemplated here.

2.2 Implementation Steps by BMK. Subject to the terms of this Agreement, BMK covenants in favour of CDA that BMK shall:

(a) Together with CDA and CDA Subco, apply in a manner acceptable to CDA, acting reasonably, under Section 192 of the CBCA for the Interim Order, and thereafter proceed with and diligently seek the Interim Order;

(b) lawfully convene and hold the BMK Meeting in accordance with the Interim Order, BMK's constating documents and applicable laws, as soon as reasonably practicable after the Interim Order is issued for the purpose of having the BMK Shareholders consider the BMK Arrangement Resolution, and will not, unless CDA otherwise consents in writing, adjourn, postpone or cancel the BMK Meeting or propose to do any of the foregoing except for an adjournment as required for quorum purposes or by applicable law;

(c) subject to obtaining such approvals as are required by the Interim Order, as soon as reasonably practicable after the BMK Meeting and the CDA Meeting and, in any event, not later than one week thereafter, together with CDA and CDA Subco, make application to the Court pursuant to Section 192 of the CBCA for the Final Order;

(d) proceed with such application and diligently pursue obtaining the Final Order;

(e) if at any time after the issuance of the Final Order and on or before the Effective Date, BMK is required by the terms of the Final Order or by applicable Law to

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return to the Court with respect to the Final Order, to do so after prior notice to, and in consultation and cooperation with, CDA; and

(f) following the issue of the Final Order and the satisfaction, fulfillment or waiver of the conditions in favour of BMK, as applicable, set forth in this Agreement, at a time and on a date to be agreed by BMK and CDA, file or deposit such other documents as required with the Director in order for the Arrangement to become effective.

2.3 Implementation Steps by CDA and CDA Subco. CDA and CDA Subco each covenants in favour of BMK that it shall:

(a) cooperate with BMK and seek the Interim Order and the Final Order;

(b) with respect to CDA, execute the CDA Subco Arrangement Resolution; and

(c) following the issue of the Final Order and the satisfaction, fulfillment or waiver of the conditions in favour of CDA set forth in this Agreement, at a time and on a date to be agreed by BMK and CDA, file or deposit such other documents as required with the Director in order for the Arrangement to become effective.

2.4 Interim Order. The Interim Order shall provide for such matters as is customary, including, without limitation:

(a) the class of persons to whom notice is to be provided in respect of the Arrangement, the BMK Meeting and the manner in which such notice is to be provided;

(b) a record date, for the purposes of determining the BMK Shareholders entitled to receive notice of the BMK Meeting;

(c) that the BMK Meeting may be adjourned or postponed from time to time by BMK in accordance with the terms of this Agreement without the need for additional approval by the Court;

(d) that the requisite approvals of the BMK Arrangement Resolution will be (i) at least 66⅔% of the votes cast on the BMK Arrangement Resolution by the BMK Shareholders present in person or by proxy at the BMK Meeting voting together as members of a single class, and (ii) if required under applicable Law, a majority of the votes cast on the BMK Arrangement Resolution by the BMK Shareholders excluding the votes for BMK Shares held or controlled by "related parties" and "interested parties" as defined under MI 61-101;

(e) that in all other respects, the terms, conditions and restrictions of BMK's constating documents, including quorum requirements and other matters shall apply with respect to the BMK Meeting;

(f) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the 1933 Act (the "Section 3(a)(10) Exemption"), with respect to the issuance of the CDA Shares to BMK Shareholders, and CDA Sharesto BMK Optionholders or BMK Warrantholders upon due exercise of the BMK Options or BMK Options in accordance with their respective terms in the United States in connection with the Arrangement, subject to and conditioned on the Court's

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determination that the Arrangement is substantially and procedurally fair and reasonable to BMK Shareholders;

(g) for the grant of Dissent Rights to the BMK Shareholders as contemplated in the Plan of Arrangement;

(h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and

(i) subject to the consent of BMK (such consent not to be unreasonably withheld or delayed) BMK shall also request that the Interim Order provide for such other matters as CDA may reasonably require.

2.5 Final Order. If (i) the Interim Order is received; and (ii) the BMK Arrangement Resolution is approved by BMK Shareholders at the BMK Meeting as provided for in the Interim Order, as provided for in the Interim Order, BMK shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 191 of the CBCA, as soon as reasonably practicable following the BMK Meeting, but in any event not later than two Business Days after the date of such approval. If at any time after the issuance of the Final Order and on or before the Effective Date, BMK is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it will only do so after prior notice to CDA, and affording CDA a reasonable opportunity to consult with BMK regarding the same.

2.6 Disclosure. Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto, Ontario as is agreed to by BMK and CDA, issue the News Release, which News Release shall be satisfactory in form and substance to each of BMK and CDA, each acting reasonably, and, thereafter, file such News Release and a corresponding material change report in prescribed form in accordance with applicable Securities Laws

2.7 U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that the CDA Shares, CDA Options and CDA Warrants issued in the Arrangement will be issued in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;

(b) the Court will be advised prior to the hearing required to approve the Arrangement as to the intention of the Parties to rely on the exemption to the registration requirements of the Section 3(a)(10) Exemption with respect to the issuance of the CDA Shares to BMK Shareholders, and CDA Shares to BMK Optionholders and BMK Warrantholders, upon due exercise of the BMK Options or BMK Warrants, as applicable, in accordance with their respective terms, in the United States;

(c) based on the Parties' understanding of the Law, before approving the Arrangement, the Court will be required to satisfy itself as to the fairness and reasonableness of the Arrangement to the BMK Shareholders, subject to the Arrangement;

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(d) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the BMK Shareholders;

(e) BMK will ensure that each Person entitled to receive CDA Shares, CDA Options and/or CDA Warrants on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(f) each Person entitled to receive CDA Shares, CDA Options and/or CDA Warrants will be advised that such securities issued pursuant to the Arrangement have not been registered under the 1933 Act and will be issued by CDA in reliance on the Section 3(a)(10) Exemption;

(g) the Interim Order approving the BMK Meeting will specify that each BMK Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) under the 1933 Act; and

(h) the Final Order will expressly state that the Arrangement serves as a basis of a claim to the Section 3(a)(10) Exemption from the registration requirements otherwise imposed by the 1933 Act regarding the distribution of CDA Shares pursuant to the Plan of Arrangement and is approved by the Court as being substantively and procedurally fair to the BMK Shareholders.

2.8 Adjustment to Exchange Ratio. BMK and CDA acknowledge and agree that the Exchange Ratio has been determined on the basis of there being outstanding at the Effective Time that number of BMK Shares and CDA Shares as set forth in Sections 3.1(b) and 4.1(b) respectively. If the actual number of outstanding BMK Shares and/or CDA Shares immediately prior to the Effective Time is greater or less than such amount, then the Exchange Ratio shall be adjusted so as to ensure that immediately following the Effective Time the BMK Shareholders shall hold no less than 31% of the total number of issued and outstanding CDA Shares calculated on a non-diluted basis, but without taking into consideration any CDA Shares or securities convertible into CDA Shares sold under the Concurrent Financing.

2.9 Withholding Taxes. BMK and CDA will be entitled to deduct and withhold from any consideration otherwise payable to any person under the Plan of Arrangement (including any payment to Dissenting Shareholders) such amounts as BMK and CDA are required to deduct and withhold with respect to such payment under the Tax Act, the Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax Law as counsel may advise is required to be so deducted and withheld by BMK and CDA, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of BMK and CDA, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any CDA Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

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2.10 Concurrent Financing. CDA agrees to use its best efforts to complete the Concurrent Financing prior to or concurrent with the completion of the Arrangement.

ARTICLE 3

BMK REPRESENTATIONS AND WARRANTIES

3.1 BMK Representations and Warranties. BMK hereby represents and warrants to CDA and CDA Subco, and hereby acknowledges that CDA and CDA Subco are each relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Transaction, that, except as set forth in the BMK Disclosure Letter:

(a) Organization. BMK has been incorporated and validly exist under the laws of the jurisdiction of its incorporation and is in good standing under applicable corporate laws and has full corporate and legal power and authority to own, lease and operate its property and assets and to conduct its business as currently owned and conducted. BMK is appropriately registered, licensed or otherwise qualified as a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by BMK requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on BMK.

(b) Capitalization. BMK is authorized to issue an unlimited number of BMK Shares of which 48,077,155 BMK Shares are issued and outstanding, and 11,928,000 BMK Shares are reserved for issuance for the exercise of the BMK Options and BMK Warrants, prior to giving effect to the Transaction. Other than the BMK Options and BMK Warrants, [the details of which are all set forth in Section 3.1(b) of the BMK Disclosure Letter,] there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating BMK to issue or sell any BMK Shares, BMK Options or BMK Warrants or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any BMK Shares. All outstanding BMK Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of BMK. There are no outstanding contractual obligations of BMK to repurchase, redeem or otherwise acquire any outstanding BMK Shares or with respect to the voting or disposition of any outstanding BMK Shares.

(c) Authority and Conflict. BMK has all necessary corporate power, authority and capacity to enter into this Agreement and all other Contracts to be executed by BMK as contemplated by this Agreement, and to perform its obligations hereunder and under such other Contracts. The execution and delivery of this Agreement by BMK and the completion by BMK of the transactions contemplated hereby have been authorized by the BMK Board and, subject to obtaining the BMK Shareholder Approval in the manner contemplated herein, no other corporate proceedings on the part of BMK are necessary to authorize this Agreement or the completion by BMK of the transactions contemplated hereby other than filing or depositing of such documents as required with ISED in order for the Arrangement to become effective. This Agreement has been executed and delivered by BMK and constitutes a legal, valid and binding obligation of BMK, enforceable against BMK in accordance with its terms, subject to bankruptcy, insolvency, reorganization,

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fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity. The execution and delivery by BMK of this Agreement and the performance by BMK of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:

(i) result in a violation, contravention or breach, constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

(A) the constating documents of BMK;

(B) any applicable Law or rule or policy of the TSXV (except that the approval of the TSXV, which is required for the completion by BMK of the transactions contemplated hereby, will be applied for by BMK but has not been obtained as of the date thereof); or

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on BMK;

(ii) cause any indebtedness owing by BMK to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on BMK;

(iii) result in the imposition of any Encumbrance upon any of the property or assets of BMK or give any Person the right to acquire any of BMK's assets, or restrict, hinder, impair or limit the ability of BMK to conduct the business of BMK as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on BMK;

(iv) result in or accelerate the time for payment or vesting of, or increase the amount of, any severance, unemployment compensation, "golden parachute", change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of BMK or increase any benefits otherwise payable under any pension or benefits plan of BMK or result in the acceleration of the time of payment or vesting of any such benefits;

(v) give rise to any rights of first offer, first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, other than those consents, approvals, and notices, the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect on BMK; or

(vi) result in the revocation, suspension, cancellation, variation or non renewal of any claims, concessions, licenses, leases or other instruments, conferring rights in respect of the BMK Assets.

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(d) Consents and Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by BMK in connection with the execution and delivery of this Agreement or the consummation by BMK of the transactions contemplated hereby other than:

(i) the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order;

(ii) the Final Order, and any filings required in order to obtain the Final Order;

(iii) such filings and other actions required under applicable Securities Laws and the rules and policies of the TSXV as are contemplated by this Agreement; and

(iv) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on BMK.

(e) Contracts. Each of the Material Contracts to which BMK or any of its subsidiaries is a party constitutes a valid and legally binding obligation of BMK or any of its subsidiaries, as applicable, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).

(f) Waivers and Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of BMK or its subsidiaries.

(g) No Defaults. BMK is not in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by BMK under, any Contract or other instrument that is material to the conduct of the business of BMK to which it is a party or by which they are bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on BMK. No party to any Contract of BMK has given written notice to BMK of, or made a Claim against BMK with respect to, any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on BMK.

(h) Absence of Changes. Except as disclosed in the BMK Public Documents, since September 30, 2024:

(i) BMK has conducted its business only in the ordinary and regular course of business consistent with past practice;

(ii) BMK has not incurred or suffered a Material Adverse Change;

(iii) there has not been any acquisition or sale by BMK of any material property or assets thereof;

(iv) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by BMK of any debt for borrowed money, any creation or assumption by

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BMK of any Encumbrance, any making by BMK of any loan, advance or capital contribution to, or investment in, any other Person, or any entering into, amendment of, relinquishment, termination or non renewal by BMK of any Contract or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on BMK;

(v) BMK has not declared or paid any dividends or made any other distribution in respect of any of the BMK Shares;

(vi) BMK has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding BMK Shares;

(vii) other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by BMK to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay, or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;

(viii) BMK has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the BMK Financial Statements; and

(ix) BMK has not adopted or amended any collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

(i) Employment Agreements. Except as set out in the BMK Disclosure letter, BMK:

(i) is not a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with, any director or officer of BMK that would be triggered by BMK's entering into this Agreement or the completion of the Transaction;

(ii) has no employees or consultants whose employment or contract with BMK cannot be terminated by BMK in accordance with the provisions of such employment or consultant contract following the completion of the Transaction;

(iii) is not a party to any collective bargaining agreement;

(iv) is not, to the knowledge of BMK, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement; or

(v) is not subject to any current, or, to the knowledge of BMK, pending or threatened strike or lockout.

(j) Financial Matters. Each of the (A) audited annual comparative financial statements of BMK for the years ended December 31, 2023 and 2022 and the respective notes

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thereto and (B) the unaudited interim financial statements of BMK for the nine months ended September 30, 2024 (collectively, the “BMK Financial Statements”) were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of BMK at the respective dates indicated and the results of operations of BMK for the periods covered. Except as disclosed in the BMK Financial Statements, as of the date hereof, BMK does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or production program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off balance sheet transactions not reflected in the BMK Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring BMK’s projects) since September 30, 2024, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on BMK.

(k) Auditors. The auditors of BMK are independent public accountants as required by applicable Laws. There has not been a reportable disagreement (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) with BMK’s auditors.

(l) Technical Information. Except as disclosed in Section 3.1(l) of the BMK Disclosure Letter:

(i) the technical reports comprising a portion of the BMK Public Documents (the “BMK Technical Reports”) complied in all material respects with the requirements of NI 43-101 at the time of filing thereof;

(ii) BMK made available to the authors of the BMK Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided;

(iii) the information set forth in the BMK Public Documents has been prepared by BMK and its consultants in accordance with methods generally applied in the mining industry and conforms in all material respects to the requirements of NI 43-101 and applicable securities legislation; and

(iv) BMK is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which BMK is aware that would, to the knowledge of BMK, disaffirm or change any aspect of any of the BMK Technical Reports or that would require the filing of a new technical report under NI 43-101.

(m) Books and Records. The corporate records and minute books of BMK have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on BMK. Financial books and records and accounts of BMK in all material respects:

(i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;

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(ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of BMK; and
(iii) accurately and fairly reflect the basis for the BMK Financial Statements.

(n) Litigation. Other than any potential Claim by First Nations or indigenous groups, there is no Claim pending or in progress or, to the knowledge of BMK, threatened against or relating to BMK, or affecting any of its properties or assets, before any Governmental Entity which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on BMK, and BMK is not aware of any existing ground on which any such Claim might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding up or other similar proceeding pending or in progress, or, to the knowledge of BMK, threatened against or relating to BMK before any Governmental Entity. Neither BMK nor any of its properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of BMK to conduct its business in all material respects as it has been carried on prior to the date thereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on BMK.

(o) First Nations Claims. BMK is not aware of any First Nations or indigenous group Claims which affect or may affect BMK nor, to the knowledge of BMK, has any Claim by any First Nations or indigenous groups been asserted in relation to any mineral assets of BMK or any permits or the operation by BMK of its business in the areas in which such operations are carried on or in which its mineral assets are located, and BMK has no outstanding agreements, memorandums of understanding or similar arrangements with any First Nations or indigenous groups regarding BMK's mineral assets. There are no ongoing or outstanding discussions, negotiations, or similar communications with or, to the knowledge of BMK, by any First Nations or indigenous groups concerning BMK's mineral assets.

(p) Interest in Properties. All real and immovable property owned by BMK is listed in Section 3.1(p) of the Disclosure Letter. To the knowledge of BMK:

(i) BMK is the sole legal and beneficial owners and has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or lien: (i) to its mining or any other kind of concessions, claims, permits and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation for minerals on its mineral properties and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by BMK), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties and

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assets reflected in the balance sheet forming part of the BMK Public Documents (collectively, the "BMK Assets"), together with all additions thereto, other than any as pertains to any rights or Claims, known or unknown, of any First Nations or other indigenous groups. The BMK Assets are not subject to any lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the BMK Financial Statements and in the notes thereto. BMK is not aware of any facts or circumstances which might limit, affect or prejudice its ownership rights over the BMK Assets.

(ii) All mining concessions, mining claims or mineral property in which BMK has an interest or right, including the BMK Assets, have been validly granted, acquired, located and recorded in the relevant registries in accordance with all Laws and are valid and subsisting. The mining concessions, claims, leases, licences or permits owned by BMK do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. No person other than BMK has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. BMK's surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, grant BMK the right and ability to conduct its business as currently conducted as disclosed in the BMK Public Documents with only such exceptions as do not materially interfere with the use made by BMK of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of BMK and free and clear of all material encumbrances.

(iii) (i) BMK has the exclusive right to deal with the BMK Assets; (ii) no Person other than BMK has any interest in the BMK Assets or any right to acquire or otherwise obtain any such interest; (iii) other than as set out in the BMK Public Documents there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect BMK's interests in the BMK Assets, and no such rights are threatened; (iv) BMK has not received any notice, whether written or oral, from any Governmental Entity or any other person of any revocation or intention to revoke, diminish or challenge its interest in the BMK Assets; and (v) the BMK Assets are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by BMK under any of the tenures, licenses, leases, documents, instruments or any other agreement

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pertaining to the BMK Assets and to the knowledge of BMK, none of the counterparties to such leases, documents, instruments or any other agreements pertaining to the BMK Assets are in default thereunder except to the extent such that such defaults would not result in a Material Adverse Effect.

(iv) There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of BMK that are threatened, affecting or which would affect BMK's right, title or interest in the BMK Assets or the ability of BMK to explore, prospect, exploit or develop the BMK Assets, including the title to or ownership of the foregoing, or which might involve the possibility of any judgement or liability affecting the BMK Assets.

(v) None of the directors or officers of BMK holds any right, title or interest in, nor, to the knowledge of BMK, has taken any action to obtain, directly or indirectly, any right, title and interest in its mineral assets or in any permit, concession, claim or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to its mineral assets and any other properties located within 20 kilometres of any of its mineral assets.

(vi) BMK has provided CDA with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning its mineral assets, and BMK has the sole right, title and ownership of all such information, data, reports and studies.

(q) Royalty Payments and Other Interests. There are no landowner's royalties, overriding royalties, net smelter royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which BMK is bound on or in relation to the BMK Assets.

(r) Insurance. BMK does not maintain policies of insurance naming BMK as insured.

(s) Environmental. To the knowledge of BMK:

(i) BMK is in compliance in all material respects with Environmental Laws;

(ii) BMK has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;

(iii) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes which have not been rectified or are in the process of being rectified on any of the real property owned or leased by BMK or under its control;

(iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants

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or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by BMK;

(v) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of BMK;

(vi) BMK has not failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;

(vii) there is no Claim pending or in progress or, threatened against or relating to BMK, which may affect BMK or any of the properties or assets of BMK relating to or alleging any violation of Environmental Laws; and

(viii) BMK holds all licences, permits and approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on BMK, all such licenses, permits and approvals of BMK are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by BMK, and (B) notification relating to reclamation obligations under Environmental Laws, BMK has not, to the knowledge of BMK, received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with Environmental Laws, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated, and neither BMK nor any of its assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and BMK is not subject to any known environmental liabilities.

(t) Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on BMK:

(i) BMK 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 Entity, and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

(ii) BMK has:

(A) duly and timely paid all Taxes due and payable by it including all property, production, severance and similar taxes and assessments based on, or measured by, the ownership of the mineral interests of BMK or the production of minerals from such interests of BMK, or the receipt of proceeds from them;

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(B) duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it, and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and

(C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable Laws to be collected by it, and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;

(iii) the charges, accruals and reserves for Taxes reflected on the BMK Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of BMK, adequate under IFRS to cover Taxes with respect to BMK accruing through the date hereof;

(iv) there are no Claims now pending or, to the knowledge of BMK, threatened against BMK that propose to assess Taxes in addition to those reported in the Tax Returns;

(v) there are no Encumbrances for Taxes upon its mineral assets (other than Encumbrances relating to Taxes not yet due and payable and for which adequate reserves have been recorded on the most recent balance sheet included in the BMK Financial Statements); and

(vi) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to BMK.

(u) Pension and Employee Benefits. BMK does not have any pension or other employee compensation and benefit obligations, nor is it party to any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to any pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are binding upon BMK.

(v) Reporting Status. BMK is a reporting issuer in good standing in the provinces of British Columbia, Alberta, Saskatchewan, Ontario, Quebec, Newfoundland and Labrador, New Brunswick and Nova Scotia. The BMK Shares are listed on the TSXV and BMK is in material compliance with the rules and regulations of the TSXV.

(w) Reports.

(i) To BMK's knowledge, it has filed with the Securities Authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it, including the BMK Public Documents.

(ii) BMK has not filed any confidential material change or other report or other document with any Securities Authorities which at the date hereof remains confidential.

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(iii) Except as disclosed in Section 3.1(w) of the BMK Disclosure Letter, each of the BMK Public Documents, at the time filed or, if amended, as of the date of such amendment:

(A) did not contain any misrepresentation (as defined in the Securities Act (Ontario)) and did not contain any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and

(B) complied in all material respects with the requirements of applicable Securities Laws and the rules, policies and instruments of all Securities Authorities, except where such non compliance has not had, or would not reasonably be expected to have, a Material Adverse Effect on BMK.

(x) No Cease Trade. BMK is not subject to any cease trade or other order of any applicable Securities Authority, or body having jurisdiction, to the knowledge of BMK, no investigation or other proceedings involving BMK that may operate to prevent or restrict trading of any securities of BMK are currently in progress or pending before any applicable Securities Authority.

(y) Compliance with Laws. BMK has complied with and is not in violation of any applicable Laws, other than such non compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on BMK.

(z) Certain Contracts. BMK is not a party to or bound by any non-competition Contract or any other Contract, obligation, judgment, injunction, order or decree that purports to:

(i) limit the manner or the localities in which all or any material portion of the business of BMK is conducted;

(ii) limit any business practice of BMK in any material respect; or

(iii) restrict any acquisition or disposition of any property by BMK in any material respect.

(aa) No Broker's Commission. BMK has not entered into any Contract that would entitle any Person to any valid claim against it for a broker's commission, finder's fee or any like payment in respect of the Transaction or any other matter contemplated by this Agreement.

(bb) Vote Required. The only votes of the holders of any class or series of securities of BMK necessary to approve this Agreement, the Transaction and the transactions contemplated hereby is the BMK Shareholder Approval.

(cc) U.S. Securities Law Matters.

(i) BMK is a "foreign issuer" within the meaning of Regulation S and reasonably believes that there is no Substantial U.S. Market Interest in the BMK Shares;

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(ii) no securities of BMK are registered or required to be registered under Section 12 of the U.S. Exchange Act, and BMK is not required to file reports under Section 13 or Section 15(d) of the U.S. Exchange Act;

(iii) BMK is not now, and is not registered, or required to be registered, as an "investment company" as defined in the 1940 Act; and

(iv) No BMK Shareholder has any right to compel BMK to register or otherwise qualify the BMK Shares (or any of them) for public sale or distribution.

(dd) No Shareholdings in CDA. BMK does not, legally or beneficially, own, directly or indirectly, any securities of CDA and does not have any right, agreement or obligation to purchase any securities of CDA or any securities or obligations of any kind convertible into or exchangeable for any securities of CDA.

(ee) Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon BMK that has, or would be reasonably expected to have, the effect of prohibiting, restricting or materially impairing: (i) any business practice of BMK; (ii) any acquisition of property by BMK; or (iii) the conduct of business by BMK as currently conducted.

(ff) Solvency. Except as indicated in the going concern note of the independent auditors as set out in the BMK Financial Statements, there are reasonable grounds for believing that BMK is able to pay its liabilities as they become due and, at the Effective Time, will be able to pay its liabilities as they become due.

(gg) Right to Use Personal Information. All personal information in the possession of BMK has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which BMK conducts, or BMK is deemed by operation of law in those jurisdictions to conduct, its business. BMK has disclosed to CDA all Contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other Contracts or facts which, on completion of the Transaction, would restrict or interfere with the use of any personal information by CDA in the operation of its business as conducted by BMK before the Effective Time. There are no Claims pending or, to the knowledge of BMK, threatened, with respect to BNK's collection, use or disclosure of personal information.

(hh) Transfer Agent. TSX Trust Company has been duly appointed as the registrar and transfer agent of BMK.

(ii) Creditors. BMK has reasonable grounds for believing that no creditor of BMK will be prejudiced by the Arrangement.

(jj) No Undisclosed Liabilities. BMK has no outstanding indebtedness or liabilities and is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any person, other than those specifically identified in the BMK Financial Statements, or incurred in the ordinary course of business consistent with past practice since the date of the BMK Financial Statements.

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(kk) Licenses, etc. BMK holds all requisite licences, leases, clearances, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects except where the failure to hold such licences, leases, clearances, registrations, qualifications, permits and consents would not have a Material Adverse Effect on BMK.

(II) No Insolvency. BMK is not insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance Laws. No act or proceeding has been taken by or against BMK in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of BMK or the appointment of a trustee, receiver, manager or other administrator for BMK or any of its properties or assets.

(mm) Related Party Transactions. Other than as provided in the BMK Disclosure Letter, there are no Contracts or other transactions currently in place between BMK, on the one hand, and: (i) any officer or director of BMK; (ii) any holder of record or beneficial owner of 10% or more of the BMK Shares; and (iii) any affiliate or associate of any such, officer, director, holder of record or beneficial owner, on the other hand.

(nn) Registration Rights. No BMK Shareholder has any right to compel BMK to register or otherwise qualify the BMK Shares (or any of them) for public sale or distribution.

3.2 Survival of Representations and Warranties. The representations and warranties of BMK contained in this Agreement shall not survive the completion of the transactions contemplated by this Agreement, including the Arrangement, and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4

CDA AND CDA SUBCO REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties. Except as set forth in the CDA Disclosure Letter, CDA and CDA Subco each hereby represents and warrants to BMK, and hereby acknowledges that BMK is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Transaction, as follows:

(a) Organization. CDA and its subsidiaries (including but not limited to CDA Subco) have been incorporated and validly exist under the laws of the jurisdiction of their incorporation and are in good standing under applicable corporate laws and have full corporate and legal power and authority to own, lease and operate their property and assets and to conduct their business as currently owned and conducted. CDA and its subsidiaries are appropriately registered, licensed or otherwise qualified as a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by CDA or its subsidiaries requires CDA or its subsidiaries to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on CDA or its subsidiaries.

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(b) Capitalization. As of the date hereof, the authorized share capital of CDA consists of: (i) an unlimited number of CDA Shares, of which 160,006,150 CDA Shares are issued and outstanding, and of which 18,125,000 CDA Shares are reserved for issuance for the exercise of the CDA Warrants, all prior to giving effect to the Transaction. Excepting the CDA Warrants, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating CDA to issue or sell any CDA Shares or any securities or obligations of any kind convertible into or exercisable or exchangeable for any CDA Shares. All outstanding CDA Shares have been authorized and are validly issued and outstanding as fully paid and non assessable shares, free of pre-emptive rights. As of the date hereof, there are no outstanding bonds, debentures or other evidence of indebtedness of CDA. There are no outstanding contractual obligations of CDA to repurchase, redeem or otherwise acquire any outstanding CDA Shares or with respect to the voting or disposition of any outstanding CDA Shares.

(c) Subsidiaries. CDA is the registered and beneficial owner of all of the issued and outstanding shares of CDA Subco, Minera Canuc R.L. de C.V., Minera Stramin S. de R.L. de C.V., Midtex Oil & Gas Corporation, and Full Circle Energy Ltd. CDA has no other subsidiaries and does not hold any shares or securities of any other entity and is not affiliated with, nor is it a holding corporation of, any other body corporate.

(d) Authority and Conflict. CDA has all necessary corporate power, authority and capacity to enter into this Agreement and all other Contracts to be executed by CDA as contemplated by this Agreement, and to perform its obligations hereunder and under such Contracts. The execution and delivery of this Agreement by CDA and the completion by CDA of the transactions contemplated by this Agreement have been authorized by the CDA Board, and no other corporate proceedings on the part of CDA are necessary to authorize this Agreement or the completion by CDA of the transactions contemplated hereby, other than approval by Securities Authorities. This Agreement has been executed and delivered by CDA and constitutes a legal, valid and binding obligation of CDA, enforceable against CDA in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity. The execution and delivery by CDA of this Agreement and the performance by it of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:

(i) result in a violation, contravention or breach, or constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

(A) the constating documents of CDA;
(B) any applicable Law; or
(C) any Contract to which CDA is bound or is subject to or of which CDA is the beneficiary,

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in each case, which would, individually or in the aggregate, have a Material Adverse Effect on CDA;

(ii) cause any indebtedness owing by CDA to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on CDA;

(iii) result in the imposition of any Encumbrance upon any of the property or assets of CDA, or give any Person the right to acquire any of CDA's assets, or restrict, hinder, impair or limit the ability of CDA to conduct the business of CDA as and where it is now being conducted, which would, individually or in the aggregate, have a Material Adverse Effect on CDA;

(iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of CDA or increase any benefits otherwise payable under any pension or benefits plan of CDA or result in the acceleration of the time of payment or vesting of any such benefits; or

(v) result in the revocation, suspension, cancellation, variation or non-renewal of any claims, concessions, licenses, leases or other instruments, conferring rights in respect of the material properties in which CDA has an interest.

(e) Consents and Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by CDA in connection with the execution and delivery of this Agreement or the consummation by CDA of the transactions contemplated hereby other than:

(i) such filings and other actions required under applicable Securities Laws and the rules and policies of the TSXV as are contemplated by this Agreement; and

(ii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on CDA.

(f) Contracts. Each of the Material Contracts to which CDA is a party constitutes a valid and legally binding obligation of CDA enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).

(g) Waivers and Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of CDA.

(h) No Defaults. CDA and its subsidiaries are not in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by CDA or its subsidiaries under any Contract or other

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instrument that is material to the conduct of the business of CDA or its subsidiaries to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on CDA or any of its subsidiaries. No party to any Contract of CDA or any of its subsidiaries has given written notice to CDA or any of its subsidiaries, as applicable, of, or made a claim against CDA or any of its subsidiaries with respect to, any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on CDA or any of its subsidiaries, as applicable.

(i) Absence of Changes. Since September 30, 2024:

(i) CDA has conducted its business only in the ordinary and regular course of business consistent with past practice;

(ii) CDA has not incurred or suffered a Material Adverse Change;

(iii) there has not been any acquisition or sale by CDA of any material property or assets thereof;

(iv) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by CDA of any debt for borrowed money, any creation or assumption by CDA of any Encumbrance, any making by CDA of any loan, advance or capital contribution to or investment in any other Person, or any entering into, amendment of, relinquishment, termination or non renewal by CDA, of any Contract or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on CDA;

(v) CDA has not declared or paid any dividends or made any other distribution in respect of any of the CDA Shares;

(vi) CDA has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding CDA Shares;

(vii) other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by CDA to any of its directors, officers, employees or consultants, or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay, or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;

(viii) CDA has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the CDA Financial Statements; and

(ix) CDA has not adopted or amended any collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

(j) Employment Agreements. Except as set out in the CDA Disclosure Letter, neither CDA nor any of its subsidiaries:

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(i) is a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with, any director or officer of CDA or any of its subsidiaries that would be triggered by CDA or CDA Subco entering into this Agreement or the completion of the Transaction;

(ii) is a party to any collective bargaining agreement;

(iii) is subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement; or

(iv) is subject to any current, pending or threatened strike or lockout.

(k) Financial Matters. Each of the (A) audited annual comparative financial statements of CDA for the years ended December 31, 2023 and 2022 and the respective notes thereto and (B) the unaudited interim financial statements of CDA for the nine months ended September 30, 2024 (collectively, the “CDA Financial Statements”) were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the consolidated financial condition of CDA at the respective dates indicated and the results of operations of CDA for the periods covered on a consolidated basis. Except as disclosed in the CDA Financial Statements, as of the date hereof, CDA does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off balance sheet transactions not reflected in the CDA Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business since September 30, 2024, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on CDA.

(l) Auditors. The auditors of CDA are independent public accountants as required by applicable Laws. There has not been a reportable disagreement (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) with CDA’s auditors.

(m) Technical Information.

(i) The technical reports comprising a portion of the CDA Public Documents (the “CDA Technical Reports”) complied in all material respects with the requirements of NI 43-101 at the time of filing thereof.

(ii) CDA made available to the authors of the CDA Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided.

(iii) The information set forth in the CDA Public Documents has been prepared by CDA and its consultants in accordance with methods generally applied in the mining industry and conforms in all material respects to the requirements of NI 43-101 and applicable securities legislation.

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(iv) CDA is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which CDA is aware that would, to the knowledge of CDA, disaffirm or change any aspect of any of the CDA Technical Reports or that would require the filing of a new technical report under NI 43-101

(n) Books and Records. The corporate records and minute books of CDA have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on CDA. Financial books and records and accounts of CDA, in all material respects:

(i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;

(ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of CDA; and

(iii) accurately and fairly reflect the basis for the CDA Financial Statements.

(o) Litigation. There is no Claim pending or in progress or, to the knowledge of CDA, threatened against or relating to CDA or affecting any of their respective properties or assets before any Governmental Entity which, individually or in the aggregate, has, or would reasonably be expected to have, a Material Adverse Effect on CDA, and CDA is not aware of any existing ground on which any such Claim might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding up or other similar proceeding pending or in progress, or, to the knowledge of CDA, threatened against or relating to CDA before any Governmental Entity. Neither CDA nor any of its properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of CDA to conduct their respective business in all material respects as it has been carried on prior to the date thereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on CDA.

(p) First Nations Claims. CDA is not aware of any First Nations or indigenous group Claims which affect or may affect CDA nor, to the knowledge of CDA, has any Claim by any First Nations or indigenous groups been asserted in relation to any CDA Properties or any permits or the operation by CDA of its business in the areas in which such operations are carried on or in which its mineral assets are located, and CDA has no outstanding agreements, memorandums of understanding or similar arrangements with any First Nations or indigenous groups regarding CDA's mineral assets. There are no ongoing or outstanding discussions, negotiations, or similar communications with or, to the knowledge of CDA, by any First Nations or indigenous groups concerning CDA's mineral assets.

(q) Interest in Properties. To the knowledge of CDA:

(i) Except as set out in the CDA Disclosure Letter, each of CDA and its subsidiaries are the sole legal and beneficial owners, and have valid and sufficient right, ownership, title and interest, duly registered if applicable,

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free and clear of any title defect or lien: (i) to its mining or any other kind of concessions, claims, permits and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation for minerals on the CDA Properties and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by CDA or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties and assets reflected in the balance sheet forming part of the CDA Financial Statements (collectively, the "CDA Assets"), together with all additions thereto. The CDA Assets are not subject to any lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the CDA Financial Statements and in the notes thereto. CDA is not aware of any facts or circumstances which might limit, affect or prejudice its ownership rights over the CDA Assets.

(ii) All mining concessions, mining claims or mineral property in which CDA or any of its subsidiaries has an interest or right, including the CDA Assets, have been validly granted, acquired, located and recorded in the relevant registries in accordance with all Laws and are valid and subsisting. The mining concessions, claims, leases, licences or permits owned by CDA do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. No person other than CDA or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits, or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. CDA's or its subsidiaries' surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, grant CDA and its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the CDA Financial Statements with only such exceptions as do not materially interfere with the use made by CDA or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of CDA or its subsidiaries and free and clear of all material encumbrances.

(iii) (i) CDA and its subsidiaries have the exclusive right to deal with the CDA Assets; (ii) no person or entity of any nature whatsoever other than CDA or its subsidiaries has any interest in the CDA Assets or any right to acquire or otherwise obtain any such interest; (iii) other than as set out in the CDA

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Financial Statements there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect CDA's or its subsidiaries' interests in the CDA Assets, and no such rights are threatened; (iv) CDA has not received any notice, whether written or oral, from any Governmental Entity or any other person of any revocation or intention to revoke, diminish or challenge its interest in the CDA Assets; and (v) the CDA Assets are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by CDA under any of the tenures, licenses, leases, documents, instruments or any other agreement pertaining to the CDA Assets and to the knowledge of CDA, none of the counterparties to such leases, documents, instruments or any other agreements pertaining to the CDA Assets are in default thereunder except to the extent such that such defaults would not result in a Material Adverse Effect.

(iv) There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of CDA that are threatened, affecting or which would affect CDA's or any of the subsidiaries' right, title or interest in the CDA Assets or the ability of CDA or its subsidiaries to explore, prospect, exploit or develop the CDA Assets, including the title to or ownership of the foregoing, or which might involve the possibility of any judgement or liability affecting the CDA Assets.

(v) None of the directors or officers of CDA holds any right, title or interest in, nor, to the knowledge of CDA, has taken any action to obtain, directly or indirectly, any right, title and interest in any of CDA Properties or in any permit, concession, claim or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the CDA Properties and any other properties located within 20 kilometres of any of the CDA Properties.

(vi) CDA has provided BMK with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the CDA Properties and BMK has the sole right, title and ownership of all such information, data, reports and studies.

(r) Royalty Payments and Other Interests. Except as disclosed in the CDA Public Documents, there are no landowner's royalties, overriding royalties, net profits interests, net smelter returns royalty, or similar interests or any other rights or interests whatsoever of third parties by which CDA is bound on or in relation to the CDA Assets.

(s) Environmental. To the knowledge of CDA:

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(i) CDA is in compliance in all material respects with Environmental Laws;

(ii) CDA has operated their respective businesses at all times and have received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;

(iii) there is no material Claim which may affect either CDA or any of the properties or assets of CDA relating to or alleging any violation of Environmental Laws; and

(iv) CDA holds all permits, certificates, certificates of authorization, approvals, orders, licenses or other authorizations required under any Environmental Laws in connection with the operation of its businesses as presently conducted and the ownership and use of its assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on CDA, and neither CDA nor any of its assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and CDA is subject to any known environmental liabilities.

(t) Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CDA:

(i) CDA and its subsidiaries have 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 Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

(ii) CDA and its subsidiaries have:

(A) duly and timely paid all Taxes due and payable by it;

(B) duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and

(C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;

(iii) the charges, accruals and reserves for Taxes reflected on the CDA Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of CDA, adequate under IFRS, as applicable, to cover Taxes with respect to CDA accruing through the date hereof;

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(iv) there are no Claims now pending or, to the knowledge of CDA, threatened against CDA or its subsidiaries that propose to assess Taxes in addition to those reported in the Tax Returns; and

(v) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to CDA or its subsidiaries.

(u) Pension and Employee Benefits. CDA does not have any pension or other employee compensation and benefit obligations nor is it party to any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to any pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are binding upon CDA.

(v) Compliance with Laws. CDA has complied with, and is not in violation of, any applicable Laws other than such non compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on CDA.

(w) Reporting Status. CDA is a reporting issuer in good standing in the provinces of British Columbia, Alberta, Ontario, and Quebec. The CDA Shares are listed on the TSXV and CDA is in material compliance with the rules and regulations of the TSXV.

(x) Reports.

(i) To CDA’s knowledge, it has filed with the Securities Authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it, including the CDA Public Documents.

(ii) CDA has not filed any confidential material change or other report or other document with any Securities Authorities which at the date hereof remains confidential.

(iii) Each of the CDA Public Documents, at the time filed or, if amended, as of the date of such amendment:

(y) No Cease Trade. CDA is not subject to any cease trade or other order of any applicable Securities Authority, or body having jurisdiction, to the knowledge of CDA, no investigation or other proceedings involving CDA that may operate to

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prevent or restrict trading of any securities of CDA are currently in progress or pending before any applicable Securities Authority

(z) Compliance with Laws. CDA and its subsidiaries have each complied with and is not in violation of any applicable Laws, other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on CDA on a consolidated basis.

(aa) Certain Contracts. Neither CDA nor any of its subsidiaries is party to or bound by any non-competition Contract or any other Contract, obligation, judgment, injunction, order or decree that purports to:

(i) limit the manner or the localities in which all or any material portion of its respective business is conducted;

(ii) limit any of its respective business practices in any material respect; or

(iii) restrict any acquisition or disposition of any property by it in any material respect.

(bb) No Broker's Commission. Neither CDA nor any of its subsidiaries have entered into any Contract that would entitle any Person to any valid claim against CDA or its subsidiaries for a broker's commission, finder's fee or any like payment in respect of the Transaction or any other matter contemplated by this Agreement.

(cc) U.S. Securities Law Matters.

(i) CDA is a "foreign issuer" within the meaning of Regulation S and reasonably believes that there is no Substantial U.S. Market Interest in the CDA Shares; and

(ii) CDA is not now, and is not registered, or required to be registered, as an "investment company" as defined in the 1940 Act;

(dd) No Shareholdings in BMK. CDA does not, legally or beneficially, own, directly or indirectly, any securities of BMK and does not have any right, agreement or obligation to purchase any securities of BMK or any securities or obligations of any kind convertible into or exchangeable for any securities of BMK, except as otherwise set out in this Agreement.

(ee) Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon CDA or its subsidiaries or that has or would be reasonably expected to have the effect of prohibiting, restricting or materially impairing any of its business practices, any acquisition of property by CDA, or its conduct of business as currently conducted.

(ff) Solvency. There are reasonable grounds for believing that CDA is able to pay its liabilities as they become due and, at the Effective Time, will be able to pay its liabilities as they become due.

(gg) Transfer Agent. TSX Trust Company has been duly appointed as the registrar and transfer agent of CDA.

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(hh) Right to Use Personal Information. All personal information in the possession of CDA has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which CDA conducts, or CDA is deemed by operation of law in those jurisdictions to conduct, its business. CDA has disclosed to BMK all Contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other Contracts or facts which, on completion of the Transaction, would restrict or interfere with the use of any personal information by CDA in the operation of its business as conducted before the Effective Time. There are no Claims pending or, to the knowledge of CDA, threatened, with respect to CDA's collection, use or disclosure of personal information.

(ii) No Undisclosed Liabilities. CDA has no outstanding indebtedness or liabilities and is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any person, other than those specifically identified in the CDA Financial Statements, or incurred in the ordinary course of business consistent with past practice since the date of the CDA Financial Statements.

(jj) Licenses, etc. CDA holds all requisite licences, leases, clearances, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects except where the failure to hold such licences, leases, clearances, registrations, qualifications, permits and consents would not have a Material Adverse Effect on CDA.

(kk) No Insolvency. CDA is not insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance Laws. No act or proceeding has been taken by or against CDA in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of CDA or the appointment of a trustee, receiver, manager or other administrator for CDA or any of its properties or assets.

(II) Related Party Transactions. Except as disclosed in the CDA Disclosure Letter, there are no Contracts or other transactions currently in place between BMK, on the one hand, and: (i) any officer or director of CDA; (ii) any holder of record or beneficial owner of 10% or more of the CDA Shares; and (iii) any affiliate or associate of any such, officer, director, holder of record or beneficial owner, on the other hand.

(mm) Registration Rights. No CDA Shareholder has any right to compel CDA to register or otherwise qualify the CDA Shares (or any of them) for public sale or distribution.

4.2 Survival of Representations and Warranties. The representations and warranties of CDA and CDA Subco contained in this Agreement shall not survive the completion of the transactions contemplated by this Agreement, including the Arrangement, and shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

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ARTICLE 5

COVENANTS

5.1 Covenants of BMK. BMK shall perform all obligations required or desirable to be performed by it under this Agreement, co-operate with CDA in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement. BMK covenants and agrees with CDA as follows:

(a) Copy of Documents. BMK shall furnish promptly to CDA a copy of any dealings or communications with any Governmental Entity or Securities Authorities in connection with, or in any way affecting, the transactions contemplated by this Agreement.

(b) Certain Actions Prohibited. Other than in contemplation of, or as required to give effect to, the transactions contemplated by this Agreement, or as otherwise permitted pursuant to this Agreement, BMK shall not, without the prior written consent of CDA, which consent shall not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Effective Date:

(i) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on, or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on, any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, BMK, other than as contemplated by this Agreement;

(ii) incur or commit to incur any debt, except in the ordinary and regular course of business, to finance its working capital requirements or as otherwise contemplated in connection with the transactions contemplated in this Agreement;

(iii) declare or pay any dividends or distribute any of its properties or assets to the BMK Shareholders;

(iv) enter into any Material Contracts without the consent of CDA, other than in connection with the Transaction or as otherwise contemplated herein;

(v) alter or amend its notice of articles or articles, other than as may be required in connection with the transactions contemplated herein;

(vi) engage in any business enterprise or other activity different from that carried on or contemplated by it as of the date hereof;

(vii) other than in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any interest in, encumber, or agree to sell, pledge, lease, dispose of, grant any interest in or encumber, any of its assets, except where to do so would not have a Material Adverse Effect on BMK;

(viii) redeem, purchase or offer to purchase any of the BMK Shares or any of its other securities, other than as contemplated by this Agreement;

(ix) amend the terms of any convertible security issued and outstanding;

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(x) take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax;

(xi) amend any Tax Return or change any of its methods of reporting income, deductions for accounting or Tax purposes from those employed in the preparation of its Tax Returns for the taxation year ended December 31, 2023, except as may be required by applicable Laws; or

(xii) acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

(i) not take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification) inconsistent with the provisions of this Agreement, or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that would reasonably be expected to render, any representation or warranty made by BMK in this Agreement untrue or inaccurate in any material respect at any time on or before the Effective Date if then made, or that would have a Material Adverse Effect on BMK; and

(ii) promptly notify CDA of:

(A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that would reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of BMK;

(B) any material Governmental Entity or third person notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(D) any event occurring subsequent to the date hereof that would render any representation or warranty of BMK contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.

(d) Satisfaction of Conditions. BMK shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain the BMK Shareholder Approval in accordance with the applicable provisions of the CBCA, the Interim Order and its charter documents, the

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provisions of the TSXV and the requirements of any applicable regulatory authority;

(ii) obtain all other consents, approvals and authorizations as are required to be obtained by BMK under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on BMK;

(iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;

(iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement or the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the BMK Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, BMK advises CDA in writing that it has received such advice and provides written details thereof to CDA;

(v) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by BMK; and

(vi) co-operate with CDA in connection with the performance by CDA of its obligations hereunder, provided however that the foregoing shall not be construed to obligate BMK to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

(e) Keep Fully Informed. Subject to applicable Laws, BMK shall use commercially reasonable efforts to conduct itself so as to keep CDA fully informed as to the material decisions or actions required to be made with respect to the operation of its business.

(f) Co-operation. BMK shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

(g) Representations. BMK shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of BMK contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date.

(h) Closing Documents. BMK shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary

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agreements, certificates, resolutions, opinions and other closing documents as may be required by CDA, all in form satisfactory to CDA, acting reasonably.

5.2 Covenants of CDA & CDA Subco. CDA and CDA Subco shall each perform all obligations required or desirable to be performed by it under this Agreement, co-operate with BMK in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement. CDA and CDA Subco each hereby covenants and agrees with BMK as follows:

(a) Copy of Documents. CDA shall furnish promptly to BMK a copy of any filing under any applicable Laws and any dealings or communications with any Governmental Entity or Securities Authorities in connection with, or in any way affecting, the transactions contemplated by this Agreement.

(b) Certain Actions Prohibited. Other than in contemplation of, or as required to give effect to, the transactions contemplated by this Agreement, or as otherwise permitted pursuant to this Agreement, neither CDA or CDA Subco shall, without the prior written consent of BMK, which consent shall not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Effective Date:

(ii) incur or commit to incur any debt, except in the ordinary and regular course of business, or to finance its working capital requirements, or as otherwise contemplated herein in connection with the transactions contemplated by this Agreement;

(iii) declare or pay any dividends or distribute any of its properties or assets to the CDA Shareholders;

(iv) enter into Material Contracts without the consent of BMK, other than in connection with the Transaction or as otherwise contemplated herein;

(v) alter or amend its notice of articles or articles other than as may be required in connection with the transactions contemplated herein, including the Arrangement;

(vi) engage in any business enterprise or other activity different from that carried on or contemplated by it as of the date thereof;

(vii) other than in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any interest in, encumber, or agree to sell, pledge, lease, dispose of, grant any interest in or encumber, any of its assets except where to do so would not have a Material Adverse Effect on CDA;

(viii) redeem, purchase or offer to purchase any of the CDA Shares or any of its other securities; or

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(ix) acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

(i) not take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification), inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that would reasonably be expected to render, any representation or warranty made by CDA in this Agreement untrue or inaccurate in any material respect at any time on or before the Effective Date if then made or that would have a Material Adverse Effect on CDA; and

(ii) promptly notify BMK of:

(B) any material Governmental Entity or third person notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(D) any event occurring subsequent to the date hereof that would render any representation or warranty of CDA contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.

(d) Satisfaction of Conditions. CDA and CDA Subco shall each use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain all other consents, approvals and authorizations as are required to be obtained by them under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on CDA on a consolidated basis;

(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this

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Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity;

(iii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement or the transactions contemplated hereby, or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the CDA Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, CDA advises BMK in writing that it has received such advice and provides written details thereof to BMK;

(iv) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by them; and

(v) co-operate with BMK in connection with the performance by BMK of its obligations hereunder, provided however that the foregoing shall not be construed to obligate CDA or CDA Subco to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

(e) Keep Fully Informed. Subject to applicable Laws, CDA and CDA Subco shall each use commercially reasonable efforts to conduct itself so as to keep BMK fully informed as to the material decisions or actions required to be made with respect to the operation of its business.

(f) Representations. CDA and CDA Subco shall use its commercially reasonable efforts to conduct its affairs so that all of their representations and warranties contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date.

(g) Closing Documents. CDA and CDA Subco shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, opinions, resolutions and other closing documents as may be required by BMK, all in form satisfactory to BMK, acting reasonably.

(h) Listing. CDA shall use its commercially reasonable efforts to maintain the listing of the CDA Shares on the TSXV or any other stock exchange(s) upon which the CDA Shares may become listed. CDA will use its commercially reasonable efforts to maintain its status as a "reporting issuer," or the equivalent thereof, not in default of Securities Laws.

5.3 Mutual Covenants

(a) General. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(i) it shall use commercially reasonable efforts to:

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(A) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement;

(B) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement; and

(C) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder;

(ii) it shall not, subject to the terms and conditions of this Agreement, knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby;

(iii) it shall not take any action or permit any action to be taken that is inconsistent with this Agreement or which would reasonably be expected to significantly impede the making or completion of the Plan of Arrangement except as permitted by this Agreement; and

(iv) it shall do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement including, without limitation, complying with the requirements for obtaining an exemption from the registration requirements pursuant to the Section 3(a)(10) Exemption.

(b) Information Circular.

(i) Each of the Parties shall use all commercially reasonable efforts to prepare, as promptly as practicable after the date of this Agreement, the Information Circular, together with any other documents required under Securities Laws in connection with the BMK Meeting.

(ii) The Information Circular shall include, inter alia, that the BMK Board has unanimously passed a resolution approving the Transaction, and each director has undertaken to vote the BMK Shares they directly own in favour of the BMK Arrangement Resolution.

(iii) BMK covenants that the Information Circular will comply as to form in all material respects with Securities Laws and that none of the information to be supplied by BMK for inclusion or incorporation by reference in the Information Circular will at the time of the mailing of the Information Circular contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to BMK, its officers and directors, shall occur that is required to be described in the Information Circular, BMK shall give prompt notice to CDA of such event.

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(iv) CDA covenants that none of the information to be supplied by it for inclusion or incorporation by reference in the Information Circular will at the time of the mailing of the Information Circular contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to CDA, CDA Subco or their respective officers and directors shall occur that is required to be described in the Information Circular, CDA shall give prompt notice to BMK of such event.

(v) In a timely and expeditious manner, each of the Parties shall provide the other with information as requested, acting reasonably, in order to prepare any amendments or supplements to the Information Circular (which amendments or supplements shall be in a form satisfactory to each of the Parties, acting reasonably).

(c) Confidential Information. Each Party agrees that any information as to the other Party's financial condition, business, properties, title, assets and affairs (including any Material Contracts) received from the other Party as part of its due diligence investigations in connection with the transactions contemplated in this Agreement, including information which, at the time of receipt had not become generally available to the public, was not available to a Party or its representatives on a non confidential basis before the date of this Agreement or does not become available to a Party or its representatives on a non confidential basis from a person who is not, to the knowledge of the Party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the Party or its representatives ("confidential information"), will be kept confidential by such Party for a period of two years from the date thereof. Prior to releasing any confidential information, BMK or CDA, as applicable, may require the recipient of the confidential information to enter into a mutually acceptable confidentiality agreement. No confidential information may be released to third parties without the consent of the provider thereof, except that the Parties agree that they will not unreasonably withhold such consent to the extent that such confidential information is compelled to be released by legal process or must be released to regulatory bodies and/or included in public documents. The provisions of this Section 5.3(c) shall survive the termination of this Agreement.

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent. The respective obligations of BMK, CDA and CDA Subco to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the other Party:

(a) each of the BMK Arrangement Resolution shall have been approved and adopted in accordance with the Interim Order;

(b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a

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manner unacceptable to either the Parties, acting reasonably, on appeal or otherwise;

(c) each of the BMK Board and the CDA Board shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by BMK and CDA to permit the consummation of the Transaction and all other matters contemplated in this Agreement;

(d) the TSXV shall have accepted notice for filing of and approved the Transaction, subject only to compliance with the usual requirements of the TSXV, as applicable;

(e) the TSXV shall have conditionally approved the listing on the TSXV of the CDA Shares to be issued pursuant to the Transaction on terms and conditions acceptable to each of the Parties, acting reasonably;

(f) no Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no proceeding will otherwise have been taken under any Laws or by any Governmental Entity (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement;

(g) the distribution of the CDA Shares, CDA Options and CDA Warrants pursuant to the Transaction shall be exempt from prospectus and registration requirements under applicable Securities Laws of Canada and, except with respect to persons deemed to be "control persons" of CDA under such Securities Laws upon completion of the Transaction, such CDA Shares, CDA Options and CDA Warrants (and the CDA Shares underlying the CDA Options and CDA Warrants) shall not be subject to any resale restrictions in Canada under such Securities Laws;

(h) the CDA Shares, CDA Options and CDA Warrants to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and pursuant to exemptions from applicable state Securities Laws, provided, however, that BMK shall be not entitled to the benefit of the conditions in this Subsection 6.1(j), and shall be deemed to have waived such condition in the event that BMK fails to advise the Court prior to hearing in respect of the Interim Order that CDA intends to rely on the exemption from registration afforded by Section 3(a)(10) of the 1933 Act based on the Court's approval of the Arrangement and comply with the requirements set forth in Section 2.7 and the Final Order shall reflect such reliance;

(i) CDA shall have completed the Concurrent Financing; and

(j) this Agreement shall not have been terminated in accordance with its terms.

6.2 Additional Conditions Precedent to the Obligations of BMK. The obligation of BMK to complete the Arrangement will be subject to the satisfaction, or waiver by BMK, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of BMK and which may be waived by BMK at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that BMK may have:

(a) the representations and warranties made by CDA and CDA Subco in this Agreement that are qualified by the expression "material", "Material Adverse

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Change" or "Material Adverse Effect" shall be true and correct as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by CDA and CDA Subco in this Agreement which are not so qualified shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and CDA shall have provided to BMK a certificate of an officer thereof certifying the same as of the Effective Date. No representation or warranty made by CDA or CDA Subco hereunder shall be deemed not to be true and correct if the facts or circumstances which make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;

(b) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of CDA;

(c) CDA and CDA Subco shall have each complied in all material respects with its covenants herein and CDA shall have provided to BMK a certificate of an officer thereof, certifying that, as of the Effective Date, it has so complied with their covenants herein;

(d) the CDA Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by CDA to permit the consummation of the Transaction and the transactions to be completed by CDA and CDA Subco pursuant to the terms of this Agreement; and

(e) the Plan of Arrangement shall not have been modified or amended in a manner adverse to BMK without the consent of BMK.

The foregoing conditions are for the benefit of BMK and may be waived, in whole or in part, by BMK in writing at any time. No such waiver shall be of any effect unless it is in writing signed by BMK. If any of such conditions shall not be complied with or waived by BMK on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 6.4, BMK may terminate this Agreement by written notice to CDA in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by BMK.

6.3 Additional Conditions Precedent to the Obligations of CDA and CDA Subco.

The obligation of CDA to complete the Arrangement will be subject to the satisfaction, or waiver by CDA, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of CDA and CDA Subco and which may be waived by CDA, on behalf of itself and CDA Subco, at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that CDA or CDA Subco may have:

(a) the BMK Board shall have procured duly executed mutual releases, effective at the Effective Time, from each director and executive officer of BMK, as applicable, who will no longer be serving in such capacity or capacities following completion of the Transaction;

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(b) the representations and warranties made by BMK in this Agreement that are qualified by the expression "material", "Material Adverse Change" or "Material Adverse Effect" shall be true and correct as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by BMK in this Agreement which are not so qualified shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and BMK shall have provided to CDA a certificate of an officer thereof certifying the same as of the Effective Date. No representation or warranty made by BMK hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;

(c) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of BMK;

(d) BMK shall have complied in all material respects with its covenants herein and BMK shall have provided to CDA a certificate of an officer thereof certifying that, as of the Effective Date, BMK has so complied with its covenants herein;

(e) BMK Shareholders will not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than BMK Shareholders representing not more than 5% of BMK Shares, on a fully-diluted basis, then outstanding);

(f) each of the directors, officers and any holder of BMK Securities representing more than 5.0% of the issued and outstanding BMK Securities (on a fully-diluted basis) as at the date of this Agreement (collectively the "BMK Locked Up Shareholders") shall have entered into Lock-Up Agreements in form and substance satisfactory to CDA, acting reasonably; and

(g) the BMK Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by BMK to permit the consummation of the Transaction and the transactions to be completed by BMK pursuant to the terms of this Agreement.

The foregoing conditions are for the benefit of CDA and may be waived, in whole or in part, by CDA in writing at any time. No such waiver shall be of any effect unless it is in writing signed by CDA. If any of such conditions shall not be complied with or waived by CDA on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 6.4, CDA may terminate this Agreement by written notice to BMK in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by CDA.

6.4 Notice and Cure Provisions. Each of the Parties shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the

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Effective Date, of any event or state of facts which occurrence or failure would or would be likely to:

(a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;

(b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party on or before the Effective Date; or

(c) result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Sections 6.1, 6.2 or 6.3, as the case may be.

Except as otherwise herein provided, each Party may:

(d) elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in Sections 6.1, 6.2 or 6.3 not being satisfied or waived; or

(e) exercise any termination right arising therefrom; provided, however, that:

(i) promptly and in any event prior to the Effective Date, the Party hereto intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be; and

(ii) if any such notice is delivered, and a Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured prior to the Completion Deadline to the satisfaction of the Party delivering such notice, acting reasonably, no party may terminate this Agreement until the earlier of: (A) ten (10) Business Days from the date of delivery of such notice; and (B) the Completion Deadline, if such matter has not been cured by such date (except that, in each case and for greater certainty) no cure period shall be provided for a breach which by its nature cannot be cured.

6.5 Satisfaction of Conditions. If no notice has been sent by either Party pursuant to Section 6.4 prior to the Effective Date, the conditions precedent set out in Sections 6.1, 6.2 or 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

ARTICLE 7

TERM

7.1 Term. This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

7.2 Termination. This Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement or the BMK Arrangement Resolution, the CDA Arrangement Resolution or of the Arrangement by the Court and the making of the Final Order) as follows:

(a) by mutual written agreement of the Parties;

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(b) by a Party if any of the conditions in Sections 6.1, 6.2 or 6.3 for the benefit of the terminating Party is not satisfied or waived in accordance with Sections 6.4 and 6.5;

(c) by either BMK or CDA (on behalf of itself and CDA Subco) in the event that the non-terminating Party is in material breach of any of its respective covenants, representations or warranties set forth under this Agreement, which breach, individually or in the aggregate, in the sole opinion of the terminating Party, materially impedes or would reasonably be expected to materially impede, the completion of the Arrangement, subject to Section 6.4 herein;

(d) by CDA if an Acquisition Proposal in respect of BMK has been made or proposed, and any of the following has occurred:

(i) the BMK Board has made a change in their recommendation to the BMK Shareholders that they vote in support of the BMK Arrangement Resolution, or if the BMK Board withdraws, qualifies or changes any such recommendation (other than as a result of a Superior Proposal having been received or as required to comply with their respective fiduciary obligations to BMK and the BMK Shareholders);

(ii) except as permitted under Section 8.1(c), the BMK Board has failed, after being requested by CDA in writing, to re-affirm its approval or recommendation of the BMK Arrangement Resolution as promptly as possible (but in any event within five Business Days) after receipt of such written request from CDA; or

(iii) the BMK Board accepts, approves, recommends or enters into an agreement (other than a confidentiality agreement as contemplated under Section 8.4) in respect of such Acquisition Proposal; or

(e) by either Party if the Arrangement has not been completed by the Completion Deadline, provided however that if the Arrangement has not been completed by such date because a condition set forth under Section 6.1, 6.2 or 6.3 has not been satisfied or otherwise waived due to the fault of one Party, the Party at fault shall not be entitled to terminate this Agreement.

7.3 If this Agreement is terminated pursuant to this Section 7.2, this Agreement shall become void and of no effect without liability of either Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to the other Party, except as may otherwise expressly contemplated hereby.

ARTICLE 8

NON-SOLICITATION & BREAK FEE

8.1 Covenant Regarding Non-Solicitation. On and after the date of this Agreement, except as otherwise expressly permitted herein, BMK shall not, directly or indirectly, through any of its officers, directors, employees, representatives, advisors or agents, or otherwise:

(a) make, solicit, initiate, facilitate, entertain, encourage or promote (including by way of furnishing information, permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding) any inquiries or

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proposals regarding, constituting or that may reasonably be expected to lead to an Acquisition Proposal or potential Acquisition Proposal;

(b) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any Person any information or otherwise co-operate with, respond to, assist or participate in, any Acquisition Proposal or potential Acquisition Proposal;

(c) remain neutral with respect to, or agree to, approve or recommend, or propose publicly to agree to, approve or recommend any Acquisition Proposal or potential Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until five Business Days following formal commencement of such Acquisition Proposal shall not be considered a violation of this Section 8.1(c));

(d) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement related to any Acquisition Proposal or potential Acquisition Proposal; or

(e) make any public announcement or take any other action inconsistent with, or that could reasonably be likely to be regarded as detracting from, the recommendation of the directors of BMK to approve the transactions contemplated herein;

provided, however, that, notwithstanding the preceding part of this Section 8.1, but subject to the following provisions of Article 8 of this Agreement, the directors of BMK and on the direction of any of the directors of BMK, any officer, employee, representative, agent or advisor of BMK may, prior to the approval of the Arrangement by BMK Shareholders, consider or negotiate any unsolicited Acquisition Proposal that may constitute a Superior Proposal (which for greater certainty may include an Acquisition Proposal that is subject to a due diligence condition), and the directors of BMK may make a change in its recommendation in respect of a Superior Proposal, or approve or recommend to the BMK Shareholders or enter into an agreement in respect of a Superior Proposal in accordance with the provisions of the following subsections of this Article 8 but in each case only if the Acquisition Proposal did not result from a breach of Section 8.01 of this Agreement by BMK and if the directors of BMK determine in good faith after consulting with outside counsel (which may include written opinions or advice) that failure to take such action would be inconsistent with the fiduciary duties of such directors under applicable Law.

8.2 Cessation. BMK shall, and shall cause its officers, directors, employees, consultants, representatives and agents to, immediately terminate and cease any discussions or negotiations on behalf of BMK with any parties (other than CDA) with respect to any proposal that constitutes, or may reasonably be expected to constitute, an Acquisition Proposal.

8.3 Notice. Promptly and, in any event, within 24 hours of the receipt by any of its directors or officers of any Acquisition Proposal, or any amendment to an Acquisition Proposal, or any request for non-public information relating to BMK in connection with any potential Acquisition Proposal or for access to the properties, books or records of BMK by any Person that informs BMK that it is considering making, or has made, an Acquisition Proposal, BMK shall notify CDA thereof, at first orally and then, as soon as possible thereafter, in writing. Such written notice shall include the identity of the person(s) making such proposal, all material terms and conditions of the Acquisition Proposal, copies of all draft agreements and, to the extent available to BMK, copies of all lock up and similar agreements and provide such other details of the Acquisition Proposal, inquiry or contact as CDA may reasonably request.

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8.4 Superior Proposals. If BMK receives a request for material non-public information from a Person who is considering making or has made a written Acquisition Proposal (the existence and content of which have been disclosed to CDA), and the directors of BMK determine that such proposal could, if consummated in accordance with its terms, reasonably be expected to result in a Superior Proposal or does constitute a Superior Proposal then, provided that BMK has complied with Section 8.3, and only in such case, the directors of BMK may, subject to the execution of a confidentiality agreement on commercially reasonable terms and in any event on terms that are not more favourable to the Person making or considering making the Acquisition Proposal than those set forth in any confidentiality agreement between BMK and CDA and which includes a standstill provision that restricts such Person from acquiring, or publicly announcing an intention to acquire, any securities or assets of BMK (other than pursuant to a Superior Proposal) for a period not less than one year from the date of such agreement, provide such Person with access to information regarding BMK; provided, however, that BMK sends a copy of any such confidentiality agreement to CDA immediately upon the execution thereof and CDA is provided with a list of or a copy of the information, if any, provided to such Person that was not previously provided to CDA and CDA is immediately provided with access to similar information.

8.5 Compliance. BMK shall ensure that its officers, directors, consultants and employees and any financial advisors or other advisors or representatives retained by BMK are aware of the provisions of this Article 8, and BMK shall be responsible for any breach of this Article 8 by its financial advisors or other advisors or representatives.

8.6 Notice of Superior Proposal Determination

(a) BMK and its directors shall not make any of the recommendations by them to the BMK Shareholders or accept, approve, recommend or enter into any agreement in respect of an Acquisition Proposal (other than a confidentiality agreement and a standstill agreement contemplated by Section 8.4) unless (i) BMK has complied with its obligations under Section 8.1 and the other provisions of this Article 8, (ii) it has provided CDA with the information about such Acquisition Proposal as required under Section 8.3; (iii) the directors of BMK have determined the Acquisition Proposal would be a Superior Proposal, and (iv) five Business Days shall have elapsed from the later of the date CDA received notice of the determination of the directors of BMK to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal and the date CDA received the documents pursuant to Section 8.3.

(b) During the five Business Days referred to in Section 8.6(a), CDA shall have the opportunity, but not the obligation, to offer in writing to amend the terms of this Agreement and the Arrangement. The directors of BMK shall review any offer by CDA to amend the terms of this Agreement and the Arrangement in order to determine in good faith whether the offer of CDA upon acceptance by BMK would result in the Acquisition Proposal not being a Superior Proposal. If the directors of BMK so determine, CDA shall enter into an amended agreement with BMK reflecting the amended proposal of CDA and will promptly reaffirm its recommendation of the Arrangement as amended. If the board of directors of BMK determines that the Acquisition Proposal continues to be a Superior Proposal, BMK may approve and its board of directors may recommend that the BMK Shareholders accept such Superior Proposal and may terminate this Agreement in order to enter into and support a Superior Proposal in accordance with this Section 8.6, Section 8.7 and 7.2(d).

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(c) BMK acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under Section 8.6(a) and shall initiate an additional five Business Day period.

8.7 Termination Fee Event

In the event that (each of the events below being a "Triggering Event"):

(a) this Agreement is terminated by CDA pursuant to Section 7.2(d) in the event that the BMK Board fails to recommend to the BMK Shareholder that they vote in support of the BMK Arrangement Resolution, or if the BMK Board withdraws, qualifies or changes any such recommendation (other than as a result of a Superior Proposal having been received or as required to comply with their respective fiduciary obligations to BMK and the BMK Shareholders); or

(b) this Agreement is terminated by CDA pursuant to Section 7.2(b) due to BMK having been in material breach of any of its covenants, representations or warranties set forth in this Agreement which breach, individually or in aggregate, in the sole opinion of CDA, will materially impede or be reasonably expected to materially impede the completion of the Arrangement, subject to Section 6.4;

then BMK shall pay to CDA, at the time of the termination of this Agreement, within five days following such termination, as consideration for CDA's disposition of rights under this Agreement, an amount in cash equal to $352,800 (the "Termination Payment"), in immediately available funds. BMK shall not be obligated to make more than one payment pursuant to this Section 8.7. The Parties hereby acknowledge that the Termination Payment is a payment of liquidated damages which are a genuine pre-estimate of the damages which CDA will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. BMK hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of the Termination Payment by CDA, CDA shall have no further claim against BMK in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude CDA from seeking injunctive relief to restrain any breach or threatened breach by BMK of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith.

ARTICLE 9 AMENDMENT AND WAIVER

9.1 Amendment.

(a) This Agreement and the Plan of Arrangement may be amended at any time and from time to time before but not later than the Effective Time; provided that any such amendment: (i) is in writing and is agreed to in writing by the Parties; (ii) if required, is filed with the Court.

(b) Any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

(i) change the time for performance of any of the obligations or acts of the Parties;

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(ii) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
(iii) waive compliance with or modify any of the covenants herein contained or waive or modify performance of any of the obligations of the Parties; and/or
(iv) waive compliance with or modify any mutual conditions precedent herein contained.

9.2 Waiver. Any Party may (i) extend the time for the performance of any of the obligations or acts of the other Party, (ii) waive compliance, except as provided herein, with any of the other Party's agreements or the fulfilment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in any of the other Party's representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

ARTICLE 10

GENERAL PROVISIONS

10.1 Costs and Expenses. It is generally acknowledged and agreed by the Parties that the resulting entity from the amalgamation of BMK and CDA Subco ("Amalco") will assume all liabilities of BMK and CDA Subco outstanding at the time of Amalgamation, and that CDA, as the parent company of Amalco, will be ultimately responsible for such liabilities. Further, and without limiting the generality of the foregoing, CDA acknowledges and agrees that the costs and expenses of BMK relating to the transactions contemplated herein (including legal fees, accounting fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs) will be paid or reimbursed from the proceeds of the Concurrent Financing.

10.2 Notices. Any notice, consent, waiver, direction or other communication required or desired to be given under this Agreement by a Party (a "notice") shall be in writing and may be given by facsimile transmission, electronic mail or by courier addressed to the Party to which the notice is to be given at its address for service as provided below. Any notice shall, if couriered, be deemed to have been given and received on the date on which it was couriered to the address as provided below; provided that if such day is not a Business Day it will be deemed to have been given and received on the next day that is a Business Day, and if sent by facsimile transmission or electronic mail, be deemed to have been given and received on the day of receipt; provided that if such day is not a Business Day it will be deemed to have been given and received on the next day that is a Business Day, in each case provided that if the notice is actually received after 4:30 p.m. in the place of receipt on a Business Day, it shall be deemed to have been given and received on the next Business Day.

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The address for service of each of the Parties shall be as follows:

(a) if to BMK:

145 Wellington Street West, Suite 1001
Toronto, Ontario
M5J 1H8

Attention: [Fiona Fitzmaurice]
Email: [email protected]

with a copy (which shall not constitute notice) to:

c/o Richards Buell Sutton LLP
401 W Georgia St #700
Vancouver, BC
V6B 5A1

Attention: Joe Chan
Email: [email protected]
Fax Number: 604-688-3830

(b) if to CDA:

607, 130 Queens Quay East
Toronto, Ontario
M5A 3Y5

Attention: Chris Berlet
Email: [email protected]

with a copy (which shall not constitute notice) to:

Boyle & Co LLP
50 Richmond Street East, Suite 300
Toronto, Ontario
M5C 1N7

Attention: Jim Boyle and Enrico Moretti
Email: [email protected] and [email protected]

10.3 Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to the principles of conflict of laws thereof. The Parties hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the Courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by registered mail to the addresses of the Parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against any Party to such Court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the Courts of the Province of Ontario and hereby further irrevocably and

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unconditionally waive and agree not to plead or claim in any such Court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

10.4 Time of Essence. Time shall be of the essence in this Agreement.

10.5 Entire Agreement, Binding Effect and Assignment. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the Parties any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the Parties without the prior written consent of the other Party.

10.6 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

10.7 Counterparts, Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement (including, without limitation, PDF), and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

Execution page follows.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

MACDONALD MINES EXPLORATION LTD.

By:
"Mike England"
Authorized Signatory
Name: Mike England
Title: CEO

CANUC RESOURCES CORPORATION

By:
"Chris Berlet"
Authorized Signatory
Name: Chris Berlet
Title: Chief Executive Officer

16712371 CANADA INC.

By:
"Hao Li"
Authorized Signatory
Name: Hao Li
Title: President

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SCHEDULE “A”

TO THE ARRANGEMENT AGREEMENT

PLAN OF ARRANGEMENT

See attached.

SCHEDULE A

TO THE ARRANGEMENT AGREEMENT

PLAN OF ARRANGEMENT

UNDER SECTION 192 OF THE
CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

(a) “Amalco” means the corporation formed upon the amalgamation of CDA Subco and BMK pursuant to the Arrangement;

(b) “Amalgamation” means has the meaning ascribed thereto in Section 3.1(b);

(c) “Arrangement” means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 2.14 of the Arrangement Agreement or this Plan of Arrangement at the direction of the Court;

(d) “Arrangement Agreement” means the arrangement agreement dated as of February 4, 202 between CDA and CDA Subco and BMK, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

(e) “Arrangement Resolution” means the special resolution of the BMK Shareholders, approving the Arrangement to be considered at the BMK Meeting substantially in the form and content of Schedule “A” to the Arrangement Agreement;

(f) “Articles of Arrangement” the articles of arrangement in respect of the Arrangement required in accordance with the CBCA to be sent to the Director after the Final Order has been granted, giving effect to the Arrangement;

(g) “BMK” means MacDonald Mines Exploration Ltd.;

(h) “BMK Meeting” means the special meeting of BMK Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider, among other things, the Arrangement Resolution;

(i) “BMK Options” means the outstanding options to purchase BMK Shares upon payment of additional cash consideration;

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(j) “BMK Shareholders” means, collectively, the holders of BMK Shares;

(k) “BMK Shares” means the issued and outstanding class A common shares of BMK;

(l) “BMK Warrants” means the outstanding share purchase warrants entitling holders to acquire BMK Shares of BMK upon payment of additional cash consideration;

(m) “Business Day” means any day other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

(n) “Canadian Resident” means a beneficial owner of BMK Shares immediately prior to the Effective Time who is a resident of Canada for purposes of the Tax Act and any applicable income tax treaty or convention (other than a Tax Exempt person), or a partnership any member of which is a resident of Canada for the purposes of the Tax Act and any applicable income tax treaty or convention (other than a Tax Exempt person);

(o) “CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time;

(p) “CDA” means Canuc Resources Corporation;

(q) “CDA Replacement Shares” means the CDA Shares to be received by the BMK Shareholders pursuant to the Plan of Arrangement in consideration for their BMK Shares, and CDA Replacement Shares underlying the BMK Options and BMK Warrants upon completion of the Arrangement;

(r) “CDA Shares” means the common shares in the capital of CDA;

(s) “CDA Subco” means 16712371 Canada Inc., a wholly-owned subsidiary of CDA for purposes of the Arrangement;

(t) “Certificate of Arrangement” certificate of arrangement issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

(u) “Court” means the Ontario Superior Court Justice (Commercial List);

(v) “Director” means the Director appointed pursuant to Section 260 of the CBCA.

(w) “Dissent Rights” has the meaning ascribed thereto in Section 4.1;

(x) “Dissenting Shareholder” means a registered holder of BMK Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their BMK Shares;

(y) “Effective Date” means the date set out in the Certificate of Arrangement as being the effective date in respect of the Arrangement;

(z) “Effective Time” means 12:01 a.m. (Toronto, Ontario time) on the Effective Date;

(aa) “Eligible Holder” means: (i) a Canadian Resident, or (ii) an Eligible Non-Resident;

(bb) “Eligible Non-Resident” means a beneficial owner of BMK Shares immediately prior to the Effective Time who is not, and is not deemed to be, a resident of Canada for purposes of the Tax Act and any applicable income tax treaty or convention and whose BMK Shares are “taxable Canadian property” and not “treaty-protected property”, in each case as defined in the Tax Act;

(cc) “Final Order” means the final order of the Court pursuant to section 192 of the CBCA in form acceptable to BMK and CDA and CDA Subco, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement as such order may be amended by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

(dd) “Former BMK Shareholders” means the holders of BMK Shares immediately prior to the Effective Time;

(ee) “Interim Order” means the interim order of the Court in a form acceptable to BMK and to CDA, acting reasonably, as contemplated by Section 2.4 of the Arrangement Agreement, providing for, among other things, the calling and holding of the BMK Meeting, as the same may be amended by the Court with the consent of BMK and CDA, each acting reasonably;

(ff) “Parties” means, BMK, CDA and CDA Subco; and “Party” means any of them;

(gg) “Plan of Arrangement” means this plan of arrangement and any amendments or variations hereto made in accordance with Section 2.3 of the Arrangement Agreement or this plan of arrangement or made at the direction of the Court;

(hh) “Securities” means BMK Options, BMK Shares, BMK Warrants, CDA Shares, and CDA Replacement Shares;

(ii) “Share Exchange Ratio” has the meaning ascribed to such term in Section 3.1(b)(ii);

(jj) “Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

(kk) “Tax Exempt person” means a person who is exempt from tax under Part I of the Tax Act;

(ll) “United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(mm) “U.S. Holder” means a U.S. Person or a person in or a resident of the United States;

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(nn) “U.S. Person” means a U.S. person as defined in Rule 902(k) under the U.S. Securities Act;

(oo) “U.S. Securities Act” means the United States Securities Act of 1933 as the same has been, and hereinafter from time to time, may be amended; and

(pp) “U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended.

In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein shall have the same meaning herein as in the CBCA unless the context otherwise requires.

Interpretation Not Affected by Headings

1.2 The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

Number, Gender and Persons

1.3 In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

Date for any Action

1.4 If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Statutory References

1.5 Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

Currency

1.6 Unless otherwise stated, all references herein to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

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Governing Law

1.7 This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

ARTICLE 2

ARRANGEMENT AGREEMENT

Arrangement Agreement

2.1 This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

Binding Effect

2.2 This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Parties, the Depositary, and all holders and beneficial owners of Securities, at and after the Effective Time without any further act or formality required on the part of any person, except as expressly provided herein.

ARTICLE 3

ARRANGEMENT

Arrangement

3.1 At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further act or formality:

(a) each BMK Share held by a Dissenting Shareholder shall be transferred to BMK (free and clear of all liens, claims and encumbrances) and cancelled and become an entitlement to be paid the fair value of such BMK Share and the Dissenting Shareholder shall cease to have any rights as a holder of such BMK Share other than the right to be paid the fair value of such BMK Share by Amalco in accordance with Article 4 hereof;

(b) CDA Subco and BMK shall be amalgamated and continued as one corporation under the CBCA to form Amalco (the “Amalgamation”) in accordance with the following:

(i) Name. The name of Amalco shall be such name as BMK may determine;

(ii) Registered Office. The registered office of Amalco shall be the registered office of BMK;

(iii) Share Provisions. Amalco shall be authorized to issue an unlimited number of common shares of Amalco;

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(iv) Restrictions on Transfer. No shares of Amalco shall be transferred to any person without the approval of the Board of Directors of Amalco;

(v) Directors and Officers.

(A) Minimum and Maximum. The directors of Amalco shall, until otherwise changed in accordance with the CBCA, consist of a minimum number of one (1) director and a maximum number of (10) directors;

(B) Initial Directors. The initial director of Amalco shall be Hao Li;

(C) Initial Officers. The initial officer of Amalco shall be Hao Li as President and Chief Executive Officer and as Chief Financial Officer;

(vi) Business and Powers. There shall be no restrictions on the business Amalco may carry on or on the powers it may exercise;

(vii) By-laws. The by-laws of Amalco shall be the by-laws of BMK, mutatis mutandis;

(viii) Effect of Amalgamation. The provisions of Subsections 186(b), (c), (d), (e) and (f) of the CBCA shall apply to the amalgamation with the result that:

(A) all of the property of each of CDA Subco and BMK shall continue to be the property of Amalco;

(B) Amalco shall continue to be liable for all of the obligations of each of CDA Subco and BMK;

(D) any civil, criminal or administrative action or proceeding pending by or against CDA Subco or BMK may be continued to be prosecuted by or against Amalco; and

(E) a conviction against, or ruling, order or judgement in favour of or against CDA Subco or BMK may be enforced by or against Amalco;

(ix) Articles. The articles of CDA Subco immediately before the Effective Time are deemed to be the articles of incorporation of Amalco, and the Certificate of Arrangement is deemed to be the certificate of incorporation of Amalco; and

(i) each BMK Share held by CDA or CDA Subco, if any, will be cancelled without any repayment of capital in respect thereof;

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(ii) each issued and outstanding BMK Share (other than BMK Shares held by CDA and CDA Subco) shall be cancelled and such holder's name shall be removed from the register of holders of BMK Shares as of the Effective Time and in consideration therefor the holder thereof shall receive 1.497 fully paid and non-assessable CDA Shares in respect of each BMK Share (the “Share Exchange Ratio”) so cancelled and the CDA Shares held by such holder shall be added to the register of holders of CDA Shares as of the Effective Date;

(iii) each BMK Option which is outstanding and has not been duly exercised prior to the Effective Time, shall, in accordance with their existing terms, entitle the holder to purchase from CDA the number of CDA Shares (rounded down to the nearest whole share) equal to: (i) the Share Exchange Ratio multiplied by (ii) the number of BMK Shares subject to such BMK Option immediately prior to the Effective Time, at an exercise price per CDA Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per BMK Share subject to such BMK Option immediately before the Effective Time; divided by (y) the Share Exchange Ratio;

(iv) each BMK Warrant which is outstanding and has not been duly exercised prior to the Effective Time, shall, in accordance with their existing terms, entitle the holder to purchase from CDA the number of CDA Shares (rounded down to the nearest whole share) equal to: (i) the Share Exchange Ratio multiplied by (ii) the number of BMK Shares subject to such BMK Warrant immediately prior to the Effective Time, at an exercise price per CDA Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per BMK Share subject to such BMK Warrant immediately before the Effective Time; divided by (y) the Share Exchange Ratio; and

(v) the issued and outstanding CDA Subco Shares held by CDA shall be cancelled and in exchange therefor CDA shall receive an equal number of common shares of Amalco and the common shares of Amalco held by CDA shall be added to the register of holders of common shares of Amalco as of the Effective Date.

3.2 The Arrangement shall be structured such that, assuming the resolutions approving the Arrangement are approved and the Final Order have been obtained, the issuance of the CDA Replacement Shares issuable to the holders of BMK Shares, and issuable to holders of the BMK Options and BMK Warrants upon due exercise of the BMK Options and BMK Warrants in accordance with their respective terms, respectively, under the Arrangement will not require registration under the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, in reliance on Section 3(a)(10) thereof.

Effective Time Procedures

3.3 (a) Following the receipt of the Final Order and prior to the Effective Date, CDA shall deliver or arrange to be delivered to the Former BMK Shareholders certificates representing the CDA Replacement Shares required to be issued to Former BMK

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Shareholders in accordance with the provisions of Section 3.1, in accordance with the provisions of Article 5.

(b) For greater clarity, subject to the provisions of Article 5, Former BMK Shareholders shall be entitled to receive delivery of certificates representing the CDA Replacement Shares to which they are entitled pursuant to Section 3.1.

No Fractional CDA Shares

3.4 No fractional CDA Shares shall be issued to Former BMK Shareholders. The number of CDA Shares to be issued to Former BMK Shareholders or to holders of the BMK Options or BMK Warrants upon due exercise of the BMK Options or BMK Warrants in accordance with their respective terms, as applicable, shall be rounded up to the nearest whole CDA Share.

ARTICLE 4

DISSENT RIGHTS

Dissent Rights

4.1 Pursuant to the Interim Order, holders of BMK Shares may exercise rights of dissent (“Dissent Rights”) under Section 190 of the CBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to BMK Shares in connection with the Arrangement, provided that the written notice setting out the objection of such registered BMK Shareholder to the Arrangement and the exercise of Dissent Rights must be sent to BMK by BMK shareholders who wish to dissent not later than 5:00 p.m. (Toronto, Ontario time) on the last business day immediately preceding the BMK Meeting or any date to which the BMK Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:

(a) are ultimately entitled to be paid fair value for their BMK Shares, which fair value, notwithstanding anything to the contrary contained in the CBCA, shall be determined as of immediately prior to the approval of the Arrangement Resolution, shall be deemed to have transferred their BMK Shares to BMK as of the Effective Time as consideration for a debt claim against BMK to be paid the fair value of such BMK Shares and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights; and

(b) are ultimately not entitled, for any reason, to be paid fair value for their BMK Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of BMK Shares.

In no circumstances shall BMK or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of those BMK Shares in respect of which such rights are sought to be exercised. From and after the Effective Date, neither BMK nor any other Person shall be required to recognize a Dissenting Shareholder as a shareholder of BMK and the names of the Dissenting Shareholders shall be deleted from the register of holders of BMK Shares previously maintained or caused to be maintained by BMK.

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ARTICLE 5

DELIVERY OF CDA SHARES

Delivery of CDA Shares

5.1 Each BMK Shareholder shall be entitled to receive and CDA shall deliver or cause to deliver to such holder following the Effective Time, a certificate representing the CDA Replacement Shares that such holder is entitled to receive in accordance with Section 3.1.

Withholding Rights

5.2 CDA and, BMK shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Person hereunder (including, without limitation, the CDA Replacement Shares) and from all dividends or other distributions otherwise payable to any former BMK Shareholders such amounts as CDA and BMK are required or permitted to deduct and withhold therefrom under any provision of applicable laws in respect of taxes. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate governmental entity by or on behalf of BMK and CDA, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any CDA Replacement Shares to which any such person may otherwise be entitled hereunder, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable..

ARTICLE 6

AMENDMENTS

Amendments to Plan of Arrangement

6.1 (a) CDA and BMK reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by CDA and BMK, (iii) filed with the Court and, if made following the BMK Meeting, approved by the Court, and (iv) communicated to BMK Shareholders or Former BMK Shareholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by BMK at any time prior to the BMK Meeting provided that CDA shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the BMK Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the BMK Meeting shall be effective only if: (i) it is consented to in writing by each of CDA and BMK; and (ii) if required by the Court, it is consented to by the BMK Shareholders voting in the manner directed by the Court.

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ARTICLE 7

ADDITIONAL STEPS

7.1 Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to document or evidence any of the transactions or events set out herein.

7.2 Subject to the terms of the Arrangement Agreement, CDA and BMK may agree not to implement the Plan of Arrangement, notwithstanding the approval of the resolutions authorizing the Arrangement and the receipt of the Final Order.

Paramountcy

7.3 From and after the Effective Time (a) this Plan of Arrangement shall take precedence and priority over any and all rights related to Securities issued prior to the Effective Time, (b) the rights and obligations of the holders of Securities and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

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SCHEDULE “B”

TO THE ARRANGEMENT AGREEMENT

BMK ARRANGEMENT RESOLUTION

“RESOLVED AS A SPECIAL RESOLUTION THAT:

The arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) involving Macdonald Mines Exploration Ltd. (the “Company”) and Canuc Resources Corporation (“CDA”) described and set forth in the plan of arrangement (the “Plan of Arrangement”) attached as Appendix [<@>] to the management proxy information circular dated [<@>], 2025 of the Company, as the Arrangement may be modified or amended, is hereby authorized, approved and adopted;
The Plan of Arrangement, as it may be or has been amended implementing the Arrangement, is hereby authorized, approved and adopted;
The Arrangement Agreement (the “Arrangement Agreement”) among the Company and CDA and all the transactions contemplated therein and the actions of the directors of the Company in approving the Arrangement and the actions of the officers of the Company in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved;
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the Company’s shareholders, or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company are hereby authorized and empowered, without further notice to, or approval of, the Company’s shareholders:

(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or

(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement; and

Any one or more directors or officers of the Company is hereby authorized, for and on behalf and in the name of the Company, to execute and deliver, whether under the corporate seal of the Company or not, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

(a) all actions required to be taken by or on behalf of the Company, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by the Company;

such determination to be conclusively evidenced by the execution and delivery of such document or the doing of any such act or thing.”

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SCHEDULE “C”
TO THE ARRANGEMENT AGREEMENT

CDA SUBCO ARRANGEMENT RESOLUTION

SPECIAL RESOLUTION OF THE SOLE SHAREHOLDER
OF
16712371 CANADA INC.
(the “Corporation”)

AMALGAMATION

BE IT RESOLVED as a special resolution of the sole shareholder of the Corporation that:

The arrangement agreement between the Corporation’s parent company, Canuc Resources Corporation and MacDonald Mines Exploration Ltd. (“BMK”), dated February 4, 2025 (the “Agreement”) providing for and prescribing the terms and conditions of the Corporation’s amalgamation with BMK under the provisions of the Canada Business Corporations Act be and it is hereby authorized, ratified and approved.
Any director or officer of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation to do all acts and things and to execute under seal of the Corporation or otherwise and to deliver all such documents or instruments as may be necessary or desirable in connection with the Agreement and the amalgamation therein provided for.
Notwithstanding approval of the Agreement by the shareholders of the Corporation, the board of directors of the Corporation may terminate the Agreement, without further shareholder approval, at any time prior to the endorsement of a certificate of amalgamation.

THE UNDERSIGNED, being the sole shareholder of the Corporation, hereby signs the foregoing resolution pursuant to the provisions of the Canada Business Corporations Act.

DATED the ___ day of February, 2025

CANUC RESOURCES CORPORATION

Per:
Name: Christopher J. Berlet
Title: Chief Executive Officer and Director

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AI assistant

MacDonald Mines Exploration Ltd. — M&A Activity 2025

43483_rns_2025-03-19_c18b2387-9f58-4518-891e-aacfebdcbd3b.pdf

ARRANGEMENT AGREEMENT

BETWEEN:

AND:

AND:

ARTICLE 1 INTERPRETATION

ARTICLE 2

THE ARRANGEMENT

ARTICLE 3

BMK REPRESENTATIONS AND WARRANTIES

ARTICLE 4

CDA AND CDA SUBCO REPRESENTATIONS AND WARRANTIES

ARTICLE 5

COVENANTS

ARTICLE 6

CONDITIONS

6.3 Additional Conditions Precedent to the Obligations of CDA and CDA Subco.

ARTICLE 7

TERM

ARTICLE 8

NON-SOLICITATION & BREAK FEE

8.7 Termination Fee Event

ARTICLE 9 AMENDMENT AND WAIVER

9.1 Amendment.

ARTICLE 10

MACDONALD MINES EXPLORATION LTD.

CANUC RESOURCES CORPORATION

16712371 CANADA INC.

SCHEDULE “A”

TO THE ARRANGEMENT AGREEMENT

PLAN OF ARRANGEMENT

SCHEDULE A

PLAN OF ARRANGEMENT

ARTICLE 1

Definitions

Interpretation Not Affected by Headings

Number, Gender and Persons

Date for any Action

Statutory References

Currency

Governing Law

ARTICLE 2

Arrangement Agreement

Binding Effect

ARTICLE 3

Arrangement

Effective Time Procedures

No Fractional CDA Shares

ARTICLE 4

Dissent Rights

ARTICLE 5

Delivery of CDA Shares

Withholding Rights

ARTICLE 6

Amendments to Plan of Arrangement

ARTICLE 7

ADDITIONAL STEPS

Paramountcy

SCHEDULE “B”

TO THE ARRANGEMENT AGREEMENT

BMK ARRANGEMENT RESOLUTION

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