Maritime Resources Corp.

PLEASE READ THIS MATERIAL CAREFULLY AS YOU ARE REQUIRED TO MAKE A DECISION PRIOR TO 5:00 P.M. (TORONTO TIME) ON SEPTEMBER 6, 2024.

This rights offering circular is prepared by management. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this circular. Any representation to the contrary is an offence.

This is the circular we referred to in the August 6, 2024 rights offering notice, which you should have already received. Your rights direct registration system advice and relevant forms were enclosed with the rights offering notice. This circular should be read in conjunction with the rights offering notice and our continuous disclosure prior to making an investment decision.

The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the “United States” (as defined in Regulation S under the U.S. Securities Act). This rights offering circular does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States, and the securities offered herein may not be offered or sold in or into the United States or to, or for the account or benefit of, any “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) unless the securities are registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws is available.

Rights Offering Circular

August 6, 2024

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OFFERING OF RIGHTS TO SUBSCRIBE FOR 235,294,118 COMMON SHARES FOR AGGREGATE GROSS PROCEEDS OF $8,000,000

Price: $0.034 per Common Share

We currently have sufficient working capital to last one (1) month. We require 63% of the Rights Offering (as defined herein) to last 12 months.

Unless indicated otherwise, or the context otherwise requires, references in this circular to “ Maritime ”, the “ Corporation ”, “ we ”, “ our ”, “ us ” and similar terms refer to Maritime Resources Corp. References in this circular to “ you ”, “ your ” and similar terms refer to holders of the outstanding common shares (the “ Common Shares ”) of Maritime. All amounts herein are presented in Canadian dollars, unless indicated otherwise.

SUMMARY OF THE RIGHTS OFFERING

Why are you reading this circular?

We are issuing to the holders of the Common Shares (“ Shareholders ”) of record at the close of business (Toronto time) on August 13, 2024 (the “ Record Date ”) an aggregate of 235,294,118 transferable rights

(“ Rights ”) to subscribe for an aggregate of 235,294,118 Common Shares on the terms described in this circular (the “ Rights Offering ”). The purpose of this circular is to provide you with detailed information about your rights and obligations in respect of the Rights Offering. This circular should be read in conjunction with the August 6, 2024 rights offering notice (the “ Rights Offering Notice ”) that you should have already received.

What is being offered?

Each Shareholder as of the Record Date will receive 0.39497679 of one Right for each Common Share held as of the Record Date on the terms described in this circular. The Corporation will not be issuing fractional Rights. All fractional Rights will be rounded down to the nearest whole number of Rights, and no additional compensation will be paid.

What does one Right entitle you to receive?

Each Right entitles the holder thereof to subscribe for one Common Share (the “ Basic Subscription Privilege ”) upon payment of the Subscription Price (as defined herein) on or before the Expiry Time on the Expiry Date (each as defined herein). No fractional Common Shares will be issued.

If you exercise your Basic Subscription Privilege in full, you will also be entitled to subscribe, on a pro rata basis and to the extent available, for Common Shares (the “ Additional Common Shares ”) not otherwise purchased by holders of Rights pursuant to the Basic Subscription Privilege, if any (the “ Additional Subscription Privilege ”). See “ How to exercise the Rights ” for more information.

What is the Subscription Price?

The subscription price is $0.034 per Common Share (the “ Subscription Price ”).

When does the Rights Offering expire?

The Rights Offering expires at 5:00 p.m. (Toronto time) (the “ Expiry Time ”) on September 6, 2024 (the “ Expiry Date ”). The Corporation expects closing of the Rights Offering to occur on or about September 11, 2024 (the “ Closing Date ”). Rights not validly exercised and received by the Subscription Agent (as defined herein) before the Expiry Time on the Expiry Date will be void and have no value and will no longer be exercisable for any Common Shares.

What are the significant attributes of the Rights issued under the Rights Offering and the Common Shares to be issued upon the exercise of Rights?

Rights

Each Right entitles the holder thereof to subscribe for one Common Share at the Subscription Price. The Rights are transferable and will trade on the TSX Venture Exchange (the “ TSXV ”) until 12:00 p.m. (Toronto time) on the Expiry Date. See “ Where will the Rights and the Common Shares issuable upon exercise of the Rights be listed for trading? ” for more information. A Right does not entitle the holder thereof to any rights as a security holder of the Corporation other than the right to subscribe for and purchase Common Shares on the terms and conditions described herein.

Common Shares

The authorized share capital of Maritime consists of an unlimited number of Common Shares. As of the date hereof, the Corporation has 595,716,319 Common Shares issued and outstanding.

Voting Rights

The holders of Common Shares are entitled to receive notice of, and to attend, all meetings of the Shareholders and to one vote for each Common Share held at such meetings, and 100% of the aggregate voting rights of the Corporation are attached to the Common Shares.

Dividends and Rights Upon Liquidation

The holders of Common Shares are entitled to receive such dividend as the directors of the Corporation (the “ Board ”) may, from time to time, by resolution, declare.

In the event of liquidation, dissolution or winding up of the Corporation or upon any distribution of the assets of the Corporation among shareholders being made (other than by way of dividend out of monies properly applicable to the payment of dividends) the holders of Common Shares are entitled to share pro rata .

What are the minimum and maximum number of Common Shares that may be issued under the Rights Offering?

Based on an aggregate of 595,716,319 Common Shares outstanding as of the date of this circular, a total of 235,294,118 Common Shares will be issued under the Rights Offering. Although there is no minimum number of Common Shares that may be issued under the Rights Offering, the Corporation has entered into a standby commitment and investor rights agreement dated August 6, 2024 (the “ Standby Commitment Agreement ”) between the Corporation and Dundee Resources Limited (“ Dundee ”), a wholly-owned subsidiary of Dundee Corporation, under which Dundee has agreed, subject to the terms and conditions thereof, to exercise all of its Rights received as a Shareholder under the Basic Subscription Privilege and the Additional Subscription Privilege and subscribe for the Common Shares issuable to it pursuant to the Rights Offering.

Further, pursuant to the Standby Commitment Agreement, Dundee has agreed to purchase from the Corporation, at the Subscription Price and on the Closing Date, all of the Common Shares that are not otherwise subscribed for and taken up under the Rights Offering by holders of Rights so that the maximum number of Common Shares that may be issued under the Rights Offering will have been issued. The aggregate number of Common Shares to be purchased by Dundee pursuant to the Standby Commitment Agreement will be equal to: (i) the maximum number of Common Shares to be issued pursuant to the Rights Offering, less (ii) the number of Common Shares subscribed for and taken up under the Rights Offering by all holders of Rights (including those taken up by Dundee pursuant to its Basic Subscription Privilege and Additional Subscription Privilege). These commitments by Dundee are referred to herein as the “ Standby Commitment ”. See “ Standby Commitment ” for more information.

Where will the Rights and the Common Shares issuable upon the exercise of the Rights be listed for trading?

The TSXV has approved the listing on the TSXV of the Rights and the Common Shares issuable upon exercise of the Rights. The Common Shares are listed on the TSXV under the trading symbol “MAE”. The Rights will be listed on the TSXV under the trading symbol “MAE.RT” and will be posted for trading until 12:00 p.m. (Toronto time) on the Expiry Date, at which time the Rights will be halted from trading. See “ How to exercise the Rights – How does a Rights holder sell or transfer Rights ” for more information.

FORWARD-LOOKING INFORMATION

This circular contains “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, that address activities, events or developments that we believe, expect or anticipate will or may occur in the future are forward-looking information. This forward-looking information reflects our current expectations or beliefs based on information currently available to us. The words “anticipates”, “assumes”, “believes”, “budgets”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “opportunity”, “plans”, “projects”, “seeks”, “schedule”, “should”, “target”, “will”, “would” and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words.

The forward-looking information in this circular includes, but is not limited to, statements regarding: the Corporation’s objectives; statements regarding financial or other projections; completion of the Rights Offering; the anticipated benefits of the Rights Offering; the estimated costs of the Rights Offering and the net proceeds to be available upon completion of the Rights Offering; the intended use of proceeds from the Rights Offering; our estimate of how long the funds raised in the Rights Offering will last; our expectation regarding insider participation in the Rights Offering; Dundee’s security-holdings in the Corporation following the Rights Offering; the impact of the Rights Offering on control of Maritime and the anticipated dilution to Shareholders in connection with the Rights Offering; our expectations regarding the sufficiency of our working capital and our ability to continue as a going concern; the Corporation’s ability to close the Rights Offering; the probability that the Rights Offering will be completed in accordance with its terms; and the Corporation’s capitalization.

The forward-looking information in this circular is based on a number of key expectations and assumptions made by the Corporation’s management which include, but are not limited to: the completion of the Rights Offering; the necessary regulatory approvals being obtained for the completion of the Rights Offering on terms acceptable to Maritime; the estimated costs of the Rights Offering and the net proceeds to be available upon completion of the Rights Offering; the operating expenses of the Corporation for the 12 month period following the Closing Date; the amount of funds needed to complete the financing objectives; the satisfaction of any conditions for the completion of the Standby Commitment; and no material adverse change in the affairs of Maritime. These assumptions are subject to risks and uncertainties. Forward-looking information should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. Although the forward-looking information contained in this document is based upon what we believe are reasonable assumptions, we cannot assure investors that our actual results will be consistent with such forward-looking information.

Forward-looking information is subject to a number of risks and uncertainties that may cause Maritime’s actual results to differ materially from those discussed in the forward-looking information and, even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Maritime. These risks and uncertainties include, among other things: the Corporation’s ability to complete the Rights Offering; general economic conditions; industry conditions; volatility of commodity prices; currency fluctuations; imprecision of mineral resource and reserve estimates; environmental risks; competition from other industry participants; the lack of availability of qualified personnel or management; stock market volatility; ability to access sufficient capital from internal and external sources; the potential occurrence of a material adverse change in the business or financial condition of the Corporation; risks associated with the completion of the Rights Offering; the potential dilution of Shareholders as a result of the Rights Offering; the completion of the Rights Offering resulting in a change of control of the Corporation; the Corporation’s failure to realize the anticipated benefits of the Rights Offering; the actual costs incurred in the Rights Offering; the actual amount of funds raised under the Rights Offering; the actual operating expenses of the Corporation for the 12 month period following the Closing Date; the ability of Dundee to terminate the Standby Commitment in certain circumstances;

irrevocability of the exercise of Rights by a holder of Common Shares; market risks in the business operated by us; and other factors described under the heading “ Risk Factors ”.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Maritime disclaims any intent or obligation to update any forwardlooking information, whether as a result of new information, future events or results or otherwise. Although we believe that the assumptions inherent in the forward-looking information are reasonable, forwardlooking information is not a guarantee of future performance and, accordingly, undue reliance should not be put on such information due to its inherent uncertainty.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

NEITHER THIS RIGHTS OFFERING NOR THE COMMON SHARES ISSUABLE IN CONNECTION WITH THIS RIGHTS OFFERING HAVE BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES REGULATORY AUTHORITIES IN ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES IN ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THIS RIGHTS OFFERING OR UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Rights and the Common Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws. Any holder of Common Shares that has an address in the United States, are U.S. residents, or are in the United States at the time of the receipt or exercise of the Rights cannot participate in the Rights Offering unless such holder executes such documentation as Maritime may require to demonstrate compliance with applicable securities laws, which includes evidence satisfactory to Maritime that such holder is an “accredited investor” (“ U.S. Accredited Investor ”) within the meaning of Rule 501(a) of Regulation D promulgated under the U.S. Securities Act (“ Regulation D ”) in a manner which satisfies, in our sole discretion, the requirements of Rule 506(c) of Regulation D, which may require you to provide to Maritime all or any combination of: (a) an Internal Revenue Service Form that reports your income for the most recent two years; (b) bank statements and other statements of securities holdings, certificates of deposit or tax assessments; (c) a consumer report from a United States nationwide consumer reporting agency; (d) written confirmation from a United States registered broker-dealer, an investment adviser registered with the SEC, a licensed United States attorney or an accountant as to whether you are a U.S. Accredited Investor; or (e) any other information Maritime deems necessary to confirm your status as a U.S. Accredited Investor in order to comply with Rule 506(c) of Regulation D. Subject to compliance with the foregoing, you may have your Rights DRS Advice (as defined herein) issued and forwarded by the Subscription Agent upon direction from Maritime.

This circular has been prepared in accordance with the disclosure requirements of applicable Canadian securities laws. Prospective investors should be aware that those requirements are different from those of the United States. Financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies. Further, in Canada, an issuer provides technical information with respect to mineralization, including reserves and resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ from the requirements of the SEC applicable to registration statements and reports filed by United States companies pursuant to the U.S. Securities Act or the United States Securities Exchange Act of 1934, as amended. As such, information reported by the Corporation concerning descriptions of mineralization under Canadian standards may not

be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

Prospective investors should be aware that the acquisition or disposition of the securities described in this circular may have tax consequences in Canada, the United States or elsewhere. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein. Prospective investors should consult their own tax advisors with respect to such tax considerations.

The enforcement by investors of civil liabilities under United States federal securities laws may be adversely affected by the fact that the Corporation is governed by the laws of Canada, that some or all of its officers and directors may be residents of a country other than the United States, that some or all of the experts named in the circular may be located outside of the United States and that all or a substantial portion of the assets of said persons may be located outside the United States.

CAUTIONARY NOTE TO SHAREHOLDERS IN THE UNITED STATES REGARDING RESERVE AND RESOURCE ESTIMATES

This circular has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Unless otherwise indicated, all mineral reserve and mineral resource estimates made publicly available by Maritime or filed with the System for Electronic Document Analysis and Retrieval+ in Canada (“ SEDAR+ ”), an electronic database maintained on behalf of the Canadian securities regulators, have been prepared in accordance with Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“ NI 43-101 ”). NI 43-101 is an instrument developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements of the SEC that are applicable to domestic United States reporting companies. Any mineral reserves and mineral resources reported by Maritime in accordance with NI 43101 may not qualify as such under SEC standards. Accordingly, information regarding mineral reserve and mineral resource estimates made publicly available by Maritime or filed on SEDAR+ may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

USE OF AVAILABLE FUNDS

What will our Available Funds be upon the closing of the Rights Offering?

Maritime anticipates that it will have the following amount of available funds (the “ Available Funds ”) upon the closing of the Rights Offering:

Assuming 100% of the Rights Offering (through the exercise of Rights and/or the Standby Commitment)(1)	Assuming 100% of the Rights Offering (through the exercise of Rights and/or the Standby Commitment)(1)	Assuming 100% of the Rights Offering (through the exercise of Rights and/or the Standby Commitment)(1)
A	Amount to be raised by the Rights Offering	$8,000,000
B	Selling commissions andfees	Nil
C	Estimated offering costs (e.g., legal, accounting, audit)	$160,000
D	Availablefunds:D = A -(B +C)	$7,840,000
E	Additional sources of funding required	Nil
F	Working capital deficiency	Nil
G	Total: G =(D + E) – F	$7,840,000

Note :

(1) Pursuant to the Standby Commitment Agreement, Dundee has agreed to purchase from the Corporation, at the Subscription Price and on the Closing Date, all of the Common Shares that are not otherwise subscribed for and taken up under the Rights Offering by holders of Rights so that the maximum number of Common Shares that may be issued under the Rights Offering will have been issued. See “ Standby Commitment ” for more information.

How will we use the Available Funds?

The Available Funds will be used to fund each of the principal purposes set out in the table below:

Description of intended use of Available Funds listed in order of priority	Assuming 100% of the Rights Offering (through the exercise of Rights and/or the Standby Commitment)
Revised feasibility study(1)	$1,500,000
Millupgrades(2)	$1,500,000
General corporate purposes(3)	$4,840,000
Offering costs	$160,000
Total	$8,000,000

Notes:

(1) Revised feasibility study includes the finalization and publishing of a revised NI 43-101 – Standards of Disclosure for Mineral Projects compliant feasibility study. Completion of this study is intended to optimize value for the Corporation’s Hammerdown gold project in the Baie Verte mining district of Newfoundland and Labrador, Canada (the “ Hammerdown Gold Project ”) and incorporate processing at the Pine Cove mill. Revised feasibility study includes $500,000 of drilling and related sampling and analysis expenses related to a 3,000-metre drill program at the Stog’er Tight deposit, and $1,000,000 to complete a revised feasibility study.
(2) Mill upgrades include activities related to upgrading the Corporation’s Pine Cove mill to process stockpiled ore. (3) General corporate purposes include salaries, fees and benefits of $2,500,000; $590,000 related to the maintenance of the Point Rousse Project, interest and financing expenses of $500,000; as well as costs related to land payments and the regulatory requirements to maintain a public company.

We intend to spend the Available Funds as stated above. However, there may be circumstances where a reallocation of the Available Funds may be necessary. The Available Funds will be used by us in furtherance of our business and consistent with our business objectives. We will reallocate funds only for sound business reasons.

How long will the Available Funds last?

Management of the Corporation anticipates that the Available Funds will last 12 months. The Corporation currently does not have adequate funds to cover anticipated expenses for the next 12 months.

The Corporation plans to pursue additional financing alternatives in order to obtain sufficient working capital to last 12 months, and to continue funding the Corporation’s exploration and development activities. Management has been able to source funding in the past, and management expects to continue to be able to attract capital as needed. However, there is no assurance that the Corporation will be able to raise additional required financing on a timely basis, or at all.

INSIDER PARTICIPATION

Will insiders be participating?

Dundee

As of the date hereof, Dundee and its affiliates beneficially own or have control or direction over, directly or indirectly, 106,986,919 Common Shares, representing approximately 18% of the issued and outstanding Common Shares as of the date hereof on a non-diluted basis. In addition, Dundee and its affiliates own or have control or direction over, directly or indirectly, common share purchase warrants exercisable for the issuance of 20,787,285 Common Shares.

Pursuant to the Standby Commitment Agreement, Dundee has agreed, subject to certain terms and conditions, to exercise all of its Rights received as a Shareholder under the Basic Subscription Privilege and the Additional Subscription Privilege and subscribe for the Common Shares issuable to it pursuant to the Rights Offering. Further, pursuant to the Standby Commitment Agreement, Dundee has agreed to purchase from the Corporation, at the Subscription Price and on the Closing Date, all of the Common Shares that are not otherwise subscribed for and taken up under the Rights Offering by holders of Rights so that the maximum number of Common Shares that may be issued under the Rights Offering will have been issued. The aggregate number of Common Shares to be purchased by Dundee pursuant to the Standby Commitment Agreement will be equal to: (i) the maximum number of Common Shares to be issued pursuant to the Rights Offering, less (ii) the number of Common Shares subscribed for and taken up under the Rights Offering by all holders of Rights (including those taken up by Dundee pursuant to its Basic Subscription Privilege and Additional Subscription Privilege). See “ Standby Commitment ” for more information.

Other Insiders

Other insiders of the Corporation, including certain of the Corporation’s directors and officers, have indicated an intention to participate in the Rights Offering.

However, such insiders may alter their intentions before the Expiry Time on the Expiry Date. No assurance can be given that the respective insiders will exercise their Rights to acquire Common Shares.

Who are the holders of 10% or more of our Common Shares before and after the Rights Offering?

To the knowledge of the Corporation, Dundee is the only Shareholder who beneficially owns or has control or direction over, directly or indirectly, 10% or more of the Common Shares on a diluted and non-diluted basis. The number of Common Shares beneficially owned or controlled or directed, directly or indirectly, by Dundee prior to the Rights Offering, and the estimated number of Common Shares beneficially owned or controlled or directed, directly or indirectly, by Dundee after the Rights Offering, is provided in the table below:

below:
Name	Holdings before the Rights Offering(1)	Holdings after the Rights Offering(2)
Dundee Resources Limited	Dundee and its affiliates own or control an aggregate of 106,986,919 Common Shares and common share purchase warrants exercisable for the issuance of 20,787,285 Common Shares (18% on a non-diluted basis and 21.7% on a partially diluted basis)	342,281,037 Common Shares and common share purchase warrants exercisable for the issuance of 20,787,285 Common Shares (41.2% on a non-diluted basis and 43.7% ona partially diluted basis)

Notes:

(1) The information as to the number and percentage of Common Shares beneficially owned or controlled or directed, directly or indirectly, not being within the knowledge of the Corporation, has been obtained from such Shareholder.
(2) Assumes that no holder of Rights exercises its Rights to acquire Common Shares under the Rights Offering other than Dundee pursuant to their Basic Subscription Privilege, being 42,257,349 Rights. In such circumstance, Dundee will purchase the balance of the Common Shares issuable under the Rights Offering, being 193,036,769 Common Shares. See “ Standby Commitment ” for more information.

As a result of Dundee beneficially owning or exercising control or direction over, directly or indirectly, more than 10% of the issued and outstanding Common Shares, Dundee is considered to be a related party of the Corporation under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61‐101 ”). The Rights Offering is not subject to the related party transaction rules under MI 61-101 based on the exemption in Section 5.1(k) thereof applicable to certain rights offerings.

DILUTION

If you do not exercise your Rights, by how much will your security holdings be diluted?

If a Shareholder exercises all of the Rights issued to it pursuant to the Rights Offering, it will retain its proportionate interest in the outstanding Common Shares. However, if a Shareholder does not exercise some or all of the Rights issued to it, its current percentage ownership in the Corporation will be diluted by the issuance of Common Shares upon the exercise of Rights by other holders of Rights, which dilution may be significant.

As an illustration, if (i) a Shareholder owns 1,000,000 Common Shares on the Record Date; (ii) such Shareholder does not exercise its 394,976 Rights to purchase 394,976 Common Shares, and (iii) 100% of the Rights Offering is completed (i.e. the Corporation issues an aggregate of 235,294,118 Common Shares), such Shareholder’s percentage ownership of the Common Shares will be diluted by approximately 0.05% from approximately 0.17% to approximately 0.12%, on a non-diluted basis. See “ Standby Commitment ”, “ Risk Factors – Dilution ”, “ Risk Factors – Change of Control of the Corporation and Increased Control Block ” for more information.

STANDBY COMMITMENT

Who is Dundee and what are the fees?

On August 6, 2024, the Corporation entered into a Standby Commitment Agreement with Dundee. Dundee is an “insider” of Maritime, as defined in the Securities Act (Ontario), as Dundee currently has beneficial ownership of, or control or direction over, directly or indirectly, more than 10% of the voting rights attached to all of the Corporation’s outstanding securities. Further, as an investor in Maritime with influence, Dundee is a “related party” of Maritime, as determined in accordance with International Financial Reporting Standards and Interpretations.

As the holder of 106,986,919 Common Shares, Dundee is entitled to a Basic Subscription Privilege of 42,257,349 Rights.

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In consideration for providing the Standby Commitment, the Corporation will issue to Dundee that number of non-transferable compensation warrants (the “ Compensation Warrants ”) as is equal in number to 25% of the total number of Common Shares Dundee has agreed to acquire under the Standby Commitment (which does not include the number of Common Shares Dundee is entitled to subscribe for under the Basic Subscription Privilege and Additional Subscription Privilege).

The Compensation Warrants shall be non-transferable and each Compensation Warrant shall entitle Dundee to purchase one Common Share at a price of $0.05 per share for a period of 36 months from the date of issuance.

The Standby Commitment Agreement

The following is a summary of certain terms of the Standby Commitment Agreement and is qualified in its entirety by reference to the full text of the Standby Commitment Agreement which can be found under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

Pursuant to the Standby Commitment Agreement, Dundee has agreed, subject to certain terms and conditions, to exercise all of its Rights received as a Shareholder under the Basic Subscription Privilege and to subscribe for the Common Shares issuable to it pursuant to the Rights Offering. Further, pursuant to the Standby Commitment Agreement, Dundee has agreed to purchase from the Corporation, at the Subscription Price and on the Closing Date, all of the Common Shares that are not otherwise subscribed for and taken up under the Rights Offering by holders of Rights (the “ Standby Shares ”) so that the maximum number of Common Shares that may be issued under the Rights Offering will have been issued. The aggregate number of Common Shares to be purchased by Dundee pursuant to the Standby Commitment Agreement will be equal to: (i) the maximum number of Common Shares to be issued pursuant to the Rights Offering, less (ii) the number of Common Shares subscribed for and taken up under the Rights Offering by all holders of Rights (including those taken up by Dundee pursuant to its Basic Subscription Privilege and Additional Subscription Privilege).

Pursuant to the Standby Commitment Agreement, either of the Corporation or Dundee may terminate and cancel its obligations under the Standby Commitment Agreement if certain mutual conditions precedent are not satisfied in full on or before the Closing Date, including the following mutual conditions precedent: (i) the TSXV shall have provided its conditional approval to the listing of the Common Shares issuable upon exercise of the Rights, the Standby Shares and the Common Shares issuable upon exercise of the Compensation Warrants (as defined below), subject only to customary conditions relating to documents to be delivered following closing of the Rights Offering; (ii) there shall not be any inquiry, investigation (whether formal or informal) or other proceeding commenced by a governmental entity pursuant to applicable laws in relation to the Corporation or its subsidiary or in relation to any of the directors and officers of the Corporation or its subsidiary or in relation to Dundee or any of the directors or officers of Dundee, any of which suspends or ceases trading (which suspension or cessation of trading is continuing) in the Rights or the Common Shares or operates to prevent or restrict the lawful distribution of the Rights or the Common Shares (which prevention or restriction is continuing); (iii) there shall not be any order issued by a governmental entity pursuant to applicable laws and no change of law, either of which suspends or ceases trading in the Rights or the Common Shares (which suspension or cessation of trading is continuing) or operates to prevent or restrict the lawful distribution of the Rights or the Common Shares (including the Standby Shares) (which prevention or restriction is continuing); and (iv) there shall not be any claims, litigation, investigations or other proceeding, including appeals and applications for review, in progress, pending, commenced or threatened by any person, in respect of the Rights Offering, that is reasonably likely to result in a material adverse change in respect of the Corporation and its subsidiary (on a consolidated basis).

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Further, Dundee is also entitled to terminate the Standby Commitment Agreement under certain other circumstances, including if: (i) any material adverse change in respect of the Corporation and its subsidiary (on a consolidated basis) occurs at any time following the execution of the Standby Commitment Agreement; (ii) the Corporation is in material default of its obligations under the Standby Commitment Agreement and fails to remedy such breach on or before the date that is five business days following the date upon which Dundee has provided written notice of such breach; (iii) any of the conditions precedent in favour of Dundee are not satisfied on or before the Closing Date; or (iv) the closing of the Rights Offering has not occurred on or before September 30, 2024, provided however, that Dundee shall not be entitled to terminate the Standby Commitment Agreement on such basis if Dundee is in material breach of any of its obligations under the Standby Commitment Agreement.

The Corporation is also entitled to terminate the Standby Commitment Agreement under certain other circumstances as set out in the Standby Commitment Agreement.

Compensation Warrants

The Standby Commitment Agreement provides that, in consideration for Dundee providing its covenants thereunder, the Corporation shall issue to Dundee, on the Closing Date or, in the event either party terminates the Standby Commitment Agreement for any reason other than due to a breach by Dundee, the date on which such termination occurs, such number of share purchase warrants (the “ Compensation Warrants ”) entitling Dundee to acquire such number of shares as is equal in number to 25% of the total number of Common Shares Dundee has agreed to acquire under the Standby Commitment (which does not include the number of Common Shares Dundee is entitled to subscribe for under the Basic Subscription Privilege and Additional Subscription Privilege) or such lesser number of Common Shares as Dundee may acquire in accordance with the rules and policies of the TSXV. The Compensation Warrants shall be exercisable during a period of 36 months after the date of issue, shall have an exercise price of $0.05 per Common Share, and shall have customary terms including, among others, anti-dilution provisions.

Participation Right

The Standby Commitment Agreement provides that for so long as the number of Common Shares which Dundee and its affiliates collectively own, or control or direct, directly or indirectly, is not less than 10.0% of the issued and outstanding Common Shares (calculated on a non-diluted basis) for a period of 30 consecutive days, if the Corporation proposes to issue any Common Shares, or securities convertible into or exercisable to acquire Common Shares, whether pursuant to a public offering (other than certain specified public offerings), a private placement, securities for debt settlement, or otherwise for cash or cash equivalents (an “ Equity Financing ”) at any time after the date of the Standby Commitment Agreement, Dundee shall have the right (but not the obligation) (the “ Participation Right ”) to subscribe for and to be issued, as part of the applicable Equity Financing, such number of Common Shares or other equity securities of the Corporation, as applicable, which will allow Dundee and its affiliates to maintain their pro rata ownership interest in the outstanding Common Shares, calculated as specified in the Standby Commitment Agreement (being, on a non-diluted basis in the case of an Equity Financing of Common Shares, and on a partially-diluted basis (as specified), in the case of an Equity Financing of, or that includes Equity Securities that are convertible into or exercisable to acquire, Common Shares).

The Participation Right will survive the termination of the Standby Commitment Agreement and be in full force and effect for so long as the number of Common Shares which Dundee and its affiliates collectively own, or control or direct, directly or indirectly, is not less than 10.0% of the issued and outstanding Common Shares (calculated on a non-diluted basis) for a period of 30 consecutive days.

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Interim Advance

Pursuant to the Standby Commitment Agreement, Dundee will advance a portion of its subscription proceeds prior to the closing of the Rights Offering. The first instalment in the amount of $400,000 was advanced on the date of the Standby Commitment Agreement and the second instalment in the amount of $400,000 will be advanced on or prior to August 30, 2024. Each instalment of the amount being advanced to the Corporation by Dundee will be made pursuant to, and be evidenced and governed by, the terms and conditions of a promissory note. To the extent the advanced amounts, not including accrued and unpaid interest thereon outstanding under the promissory notes as at the Closing Date, are less than the aggregate Subscription Price payable by Dundee on the Closing Date for the Standby Shares acquired by it pursuant to the Standby Commitment, (i) Dundee shall have the right to set-off the advanced amounts, but not the accrued and unpaid interest thereon outstanding under the promissory notes as at the Closing Date, against the aggregate Subscription Price otherwise payable by the Standby Purchaser for the Standby Shares acquired pursuant to the Standby Commitment Agreement; and (ii) if Dundee exercises such right, the Corporation shall pay the accrued and unpaid interest thereon outstanding under the promissory notes as at the closing of the Rights Offering in immediately available funds by wire transfer to an account designated by Dundee. The advances are required for the Corporation to maintain compliance with certain minimum cash balance and positive working capital requirements under an existing debt facility, particularly in light of certain additional liabilities accrued by the Corporation during the month of August. Such additional liabilities include a surety bond renewal, corporate insurance renewals and accrued costs associated with legal fees and other expenses related to the Rights Offering.

In the event that the aggregate Subscription Price payable by Dundee on the Closing Date for the Standby Shares acquired by it pursuant to the Standby Commitment is less than the advanced amounts and all accrued and unpaid interest thereon outstanding under the promissory notes as at the Closing Date (such aggregate amount, the “ Outstanding Closing Date Amount ”), Maritime will pay to Dundee, at the time of closing on the Closing Date from the use of proceeds of the Rights Offering an amount equal to the Outstanding Closing Date Amount, less such amount (if any) set-off pursuant to the set-off right described in the paragraph above.

Subscription Agent

The Corporation has entered into an agreement with Computershare Investor Services Inc., as subscription agent (the “ Subscription Agent ”), under which the Subscription Agent will return all funds held by it to holders of Rights that have already subscribed for securities under the Rights Offering if the Rights Offering is terminated, including because the Corporation does not receive the remaining funds from Dundee or the Standby Commitment Agreement is otherwise terminated. If the Corporation terminates the Rights Offering, the Subscription Agent will return all funds held to holders of Rights that have subscribed for securities under the Rights Offering without interest or deduction. See “ Appointment of Subscription Agent – What happens if the Corporation does not receive the remaining funds from Dundee, or if the Rights Offering is otherwise terminated? ” for more information.

Have we confirmed that Dundee has the financial ability to carry out their Standby Commitment?

We have confirmed that Dundee has the financial ability to carry out the Standby Commitment.

What are the security holdings of Dundee before and after the Rights Offering?

The following table presents the security holdings of Dundee in the Corporation before and following completion of the Rights Offering.

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Name	Holdings before the Rights Offering(1)	Holdings after the Rights Offering if the Rights Offering is fully subscribed(2)	Holdings after the Rights Offering if Dundee takes up the entire Standby Commitment(3)
Dundee Resources Limited	Dundee and its affiliates own or control an aggregate of 106,986,919 Common Shares and common share purchase warrants exercisable for the issuance of 20,787,285 Common Shares (18% on a non-diluted basis and 21.7% on a partially diluted basis)	149,244,268 Common Shares and common share purchase warrants exercisable for the issuance of 20,787,285 Common Shares (18.0% on a non-diluted basis and 20.5% on a partially diluted basis)	342,281,037 Common Shares and common share purchase warrants exercisable for the issuance of 20,787,285 Common Shares (41.2% on a non-diluted basis and 43.7% on a partially diluted basis)

Notes:

(1) The information as to the number and percentage of Common Shares beneficially owned or controlled or directed, directly or indirectly, not being within the knowledge of the Corporation, has been obtained from such Shareholder.
(2) Assumes every holder of Rights exercises its Rights to acquire Common Shares so that the Rights Offering is fully subscribed and Dundee does not have to perform its obligations to acquire Common Shares pursuant to the Standby Commitment. In such event, Dundee will have nonetheless exercised its Basic Subscription Privilege for 42,257,349 Common Shares.
(3) Assumes that no holder of Rights exercises its Rights to acquire Common Shares under the Rights Offering other than Dundee pursuant to their Basic Subscription Privilege, being 42,257,349 Rights. In such circumstance, Dundee will purchase the balance of the Common Shares issuable under the Rights Offering, being 193,036,769 Common Shares. See “ Standby Commitment ” for more information.

MANAGING DEALER, SOLICITING DEALER AND UNDERWRITING CONFLICTS

The Corporation has not retained any party to solicit the exercise of the Rights.

HOW TO EXERCISE THE RIGHTS

Subscriptions for Common Shares (pursuant to the Basic Subscription Privilege and/or the Additional Subscription Privilege) made in connection with the Rights Offering either directly or through a Participant (as defined herein) will be irrevocable and subscribers will be unable to withdraw their subscriptions for such Common Shares once submitted.

Who is eligible to receive Rights?

The Corporation is offering the Rights, with limited exceptions described below, only to holders (“ Eligible Holders ”) of Common Shares resident in a province or territory of Canada (other than Quebec) (the “ Eligible Jurisdictions ”). This circular has not been filed with the securities commission or similar regulatory authority of any jurisdiction other than the Eligible Jurisdictions.

The Rights and the Common Shares issuable upon exercise of the Rights are not being offered, with limited exceptions, to persons who are or appear to be, or who the Corporation or the Subscription Agent has reason to believe are, residents of jurisdictions other than the Eligible Jurisdictions (the “ Ineligible Jurisdictions ”), nor will the Corporation or the Subscription Agent accept subscriptions from any holders of Common Shares who are residents of any jurisdiction other than the Eligible Jurisdictions (“ Ineligible Holders ”) or from any transferee of Rights who is or appears to be, or who the Corporation or the

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Subscription Agent has reason to believe is, a resident of an Ineligible Jurisdiction, unless such security holder or transferee satisfies the Corporation on or before August 27, 2024 that such offering to and subscription by such security holder or transferee is lawful and in compliance with all securities and other laws applicable in the Eligible Jurisdictions and the jurisdiction where such security holder or transferee is resident and would not require the Corporation to file any documentation, make any application or make any payment of any nature whatsoever (an “ Approved Ineligible Holder ”).

The United States is not an Eligible Jurisdiction. The securities of the Corporation, including the Rights and the Common Shares issuable on the exercise of the Rights, are not, and will not be, registered under the U.S. Securities Act or the securities laws of any U.S. state. Consequently, the Rights Offering is being made in the United States on a private placement basis pursuant to an exemption from the registration requirements promulgated under Regulation D of the U.S. Securities Act and is not to be construed as an offering of any securities for sale to a U.S. person (as defined in Regulation S of the U.S. Securities Act) or a person located in the United States (both of whom are Ineligible Holders as defined in this circular) or a solicitation thereto or therein of an offer to buy any securities of the Corporation, unless such holder executes the exemption certificate that accompanies the Letter to Ineligible Holders (as defined herein).

An Ineligible Holder that (i) is a direct or indirect holder with an address of record in the United States (or whom the Corporation otherwise reasonably believes to be in the United States or a United States resident) or otherwise a “U.S. person” and (1) who is an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act (each a “ U.S. Accredited Investor ”), and who provides evidence to such effect, in a form which satisfies, in the sole discretion of the Corporation, the requirements of Rule 506(c) of Regulation D, which may require the Ineligible Holder to provide to us all or any combination of: (a) an Internal Revenue Service Form that reports such Ineligible Holder’s income for the most recent two years; (b) bank statements and other statements of securities holdings, certificates of deposit or tax assessments; (c) a consumer report from a United States nationwide consumer reporting agency; (d) written confirmation from a United States registered broker‐dealer, an investment adviser registered with the SEC, a licensed United States attorney or an accountant as to whether such Ineligible Holder is a U.S. Accredited Investor; (e) any other information we deem necessary to confirm the Ineligible Holder’s status as a U.S. Accredited Investor in order to comply with Rule 506(c) of Regulation D; or (ii) is outside the Eligible Jurisdictions and the United States; and (2) satisfies us that such offering to and subscription by such Approved Ineligible Holder or transferee is lawful and in compliance with all applicable securities and other laws may have its Rights issued and forwarded by the Subscription Agent upon direction from us.

Payment of the Subscription Price will constitute a representation to the Corporation and, if applicable, to the Participant by the subscriber (including by its agents) that: (i) either the subscriber is not a citizen or resident of an Ineligible Jurisdiction or the subscriber is an Approved Ineligible Holder, and (ii) the subscriber is not purchasing the Common Shares for resale to any person who is a citizen or resident of an Ineligible Jurisdiction.

How does an Approved Ineligible Holder that is a registered holder participate in the Rights Offering?

A Rights DRS Advice (as defined herein) and Subscription Form (as defined herein) in respect of Rights issued to registered Ineligible Holders will not be issued and forwarded by the Corporation to registered Ineligible Holders. Instead, registered Ineligible Holders have been sent the Rights Offering Notice, for information purposes only, together with a letter notice (the “ Notice to Ineligible Holders ”) advising them that their Rights will be issued to and held by the Subscription Agent, which will hold such Rights as agent for the benefit of all registered Ineligible Holders. The Notice to Ineligible Holders will also set out the conditions required to be met, and procedures that must be followed, including the execution of an exemption certificate, by registered Ineligible Holders wishing to participate in the Rights Offering.

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Instructions as to the sale, transfer or exercise of the Rights represented thereby will not be accepted from such holders (unless such holders satisfy the Corporation that they are Approved Ineligible Holders). The Subscription Agent will hold the Rights until August 27, 2024, inclusive, in order to give the registered Ineligible Holders an opportunity to claim the Rights by satisfying us that they are Approved Ineligible Holders in accordance with the instructions set out in the Notice to Ineligible Holders.

Following August 27, 2024, the Subscription Agent will, prior to the Expiry Time on the Expiry Date, use its commercially reasonable efforts to sell such Rights on behalf of all such registered Ineligible Holders at such prices and otherwise in such manner as the Subscription Agent may determine in its sole discretion. No charge will be made for the sale of Rights by the Subscription Agent except for a proportionate share of any brokerage commissions incurred by the Subscription Agent and the costs of or incurred by the Subscription Agent in connection with the sale of the Rights. The Subscription Agent will endeavour to effect sales of such Rights on the open market and any proceeds received by the Subscription Agent with respect to the sale of Rights net of brokerage fees and costs incurred and, if applicable, the Canadian tax required to be withheld, will be divided on a pro rata basis among such registered Ineligible Holders and delivered by mailing cheques in Canadian funds as soon as practicable to such registered Ineligible Holders at their addresses recorded on Maritime’s register. Amounts of less than $10.00 will not be remitted.

The Subscription Agent will act in its capacity as agent of the registered Ineligible Holders on a best efforts basis only and the Corporation and the Subscription Agent do not accept responsibility for the price obtained on the sale of, or the inability to sell, the Rights on behalf of any registered Ineligible Holder. The Subscription Agent’s ability to sell the Rights of Ineligible Holders, and the price obtained therefor, are dependent on market conditions. Neither the Corporation nor the Subscription Agent will be subject to any liability for the failure to sell any Rights of registered Ineligible Holders or as a result of the sale of any Rights at a particular price or on a particular day.

There is a risk that the proceeds received from the sale of Rights will not exceed the costs of or incurred by the Subscription Agent in connection with the sale of such Rights and, if applicable, the Canadian tax required to be withheld. In such event, no proceeds will be remitted.

Holders of Rights should be aware that the acquisition and disposition of Rights or Common Shares may have tax consequences in Canada as well as the jurisdiction where they reside, which are not described herein. Accordingly, holders should consult their own tax advisors about the specific tax consequences to them of acquiring, holding and disposing of Rights or Common Shares having regard to their particular circumstances.

Shareholders will be presumed to be resident in the place of their registered address, unless the contrary is shown to the satisfaction of the Corporation. A registered Ineligible Holder whose address of record is outside the Eligible Jurisdictions but who holds Common Shares on behalf of a holder who is eligible to participate in the Rights Offering must notify the Corporation and the Subscription Agent, in writing, on or before August 27, 2024 if such beneficial holder wishes to participate in the Rights Offering. Otherwise, the Subscription Agent will sell the Rights of such beneficial Shareholder as described above.

How does an Approved Ineligible Holder that is not a registered holder participate in the Rights Offering?

Rights delivered to Participants may not be delivered by those Participants to non-registered Rights holders who are resident in an Ineligible Jurisdiction. Participants may only exercise such Rights on behalf of Rights holders in Ineligible Jurisdictions if they can demonstrate to the Corporation that such holders are Approved Ineligible Holders and they have submitted payment in full of the Subscription Price to the Subscription Agent at or prior to the Expiry Time on the Expiry Date. Participants receiving Rights that would otherwise be deliverable to Ineligible Holders may attempt to sell those Rights for the accounts of such Ineligible

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Holders and should deliver the proceeds of sale to such persons. Participants are responsible for any action pertaining to Rights that may have been received on behalf of nonregistered Rights holders who are not eligible to participate in the Rights Offering. We expect that each non-registered Ineligible Holder will receive, in accordance with the practices and procedures of the Participant, a confirmation of the number of Rights issued to it from its Participant and instructions regarding how Ineligible Holders may participate in the Rights Offering.

There is a risk that the proceeds received from the sale of Rights will not exceed the costs of or incurred by the Participant in connection with the sale of such Rights and, if applicable, the Canadian tax required to be withheld.

How does an Eligible Holder that is a registered holder participate in the Rights Offering?

For Eligible Holders who hold their Common Shares in registered form, a Rights direct registration system advice (“ Rights DRS Advice ”) representing the total number of transferable Rights to which the holder is entitled as at the Record Date and a subscription form (“ Subscription Form ”) will be mailed with a copy of the Rights Offering Notice. To exercise the Rights represented by the Rights DRS Advice, you must complete and deliver the Rights DRS Advice and Subscription Form in accordance with the instructions set out below. Rights not exercised at or prior to the Expiry Time on the Expiry Date will be void and of no value. The method of delivery is at the discretion and risk of the holder of the Rights and delivery to the Subscription Agent will only be effective when actually received by the Subscription Agent. Rights DRS Advices with the accompanying Subscription Forms and payments received after the Expiry Time on the Expiry Date will not be accepted. Please allow sufficient time to avoid late delivery.

In order to exercise your Rights you must:

1. Complete and sign Form 1 on the Subscription Form. The maximum number of Rights that you may exercise under the Basic Subscription Privilege is shown in the box on the upper right-hand corner of the face of the Rights DRS Advice. If you complete the Form 1 so as to exercise some but not all of the Rights evidenced by the Rights DRS Advice, you will be deemed to have waived the unexercised balance of such Rights, unless you otherwise specifically advise the Subscription Agent at the time the Rights DRS Advice and Subscription Form is surrendered to the Subscription Agent.

2. Additional Subscription Privilege. Complete and sign Form 2 on the Subscription Form only if you also wish to participate in the Additional Subscription Privilege. See “ What is the Additional Subscription Privilege and how can you exercise this privilege? ” for more information.

3. Enclose payment in Canadian funds by certified cheque, bank draft or money order payable to the order of Computershare Investor Services Inc. To exercise the Rights, you must pay $0.034 per Common Share. In addition to the amount payable for any Common Shares you wish to purchase under the Basic Subscription Privilege, you must also pay the amount required for any Additional Common Shares subscribed for under the Additional Subscription Privilege.

4. Delivery. Deliver or mail the Rights DRS Advice with the completed Subscription Form and payment in the enclosed return envelope addressed to the Subscription Agent so that it is received

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at the office of the Subscription Agent noted below before the Expiry Time on the Expiry Date. If you are mailing your documents, registered mail is recommended. Please allow sufficient time to avoid late delivery. Mailing is at the sole risk of the holder of the Rights and neither the Corporation nor the Subscription Agent accept any responsibility for the mailing.

The Subscription Agent has been appointed to receive subscriptions and payments from holders of Rights and to perform the services relating to the exercise of the Rights. See “ Appointment of Subscription Agent ” for more information. The office of the Subscription Agent noted below has been appointed to perform these services.

By Hand, Courier or Registered Mail:

By Mail:

Computershare Investor Services Inc. Computershare Investor Services Inc. 8th Floor, 100 University Avenue Toronto, P.O. Box 7021 Ontario M5J 2Y1 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attention: Corporate Actions Attention: Corporate Actions

The signature of the Rights holder must correspond in every particular with the name that appears on the face of the Rights DRS Advice. Signatures by a trustee, executor, administrator, curator, tutor, guardian, attorney, officer of a corporation, partnership, association or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Subscription Agent. We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscription in our sole discretion. Subscriptions are irrevocable. We reserve the right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of Common Shares pursuant thereto could be unlawful. We also reserve the right to waive any defect in respect of any particular subscription. Neither Maritime nor the Subscription Agent is under any duty to give any notice of any defect or irregularity in any subscription, nor will Maritime be liable for the failure to give any such notice.

How does an Eligible Holder that is not a registered holder participate in the Rights Offering?

You are a beneficial Eligible Holder if (i) you hold your Common Shares through a securities broker or dealer, bank or trust company or other participant (each, a “ Participant ”) in the book-based system administered by CDS Clearing and Depository Services Inc. (“ CDS ”) and (ii) you are resident in an Eligible Jurisdiction. Eligible Holders who hold their Common Shares through a Participant will not receive a Rights DRS Advice evidencing their ownership of Rights and a Subscription Form. The total number of Rights to which all beneficial Eligible Holders as of the Record Date are entitled will be issued to CDS and will be deposited with CDS following the Record Date. We expect that each beneficial Eligible Holder will receive a confirmation of the number of Rights issued to it from its Participant in accordance with the practices and procedures of that Participant. CDS will be responsible for establishing and maintaining book-entry accounts for Participants holding Rights.

If you are a beneficial Eligible Holder:

to exercise your Rights held through a Participant, you must instruct such Participant to exercise all or a specified number of such Rights and forward to such Participant the Subscription Price for each Common Share that you wish to subscribe for; and
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you may subscribe for Additional Common Shares pursuant to the Additional Subscription Privilege by instructing such Participant to exercise the Additional Subscription Privilege in respect of the number of Additional Common Shares you wish to subscribe for and forwarding to such Participant the Subscription Price for such Additional Common Shares requested. See “What is the Additional Subscription Privilege and how can you exercise this privilege? ” for more information.

Any excess funds will be returned to the relevant Participant for the account of the beneficial holder, without interest or deduction.

If a beneficial Eligible Holder is subscribing through a Participant, such beneficial Eligible Holder must deliver the payment and instructions to the Participant sufficiently in advance of the Expiry Date to allow the Participant to properly exercise the Rights on such beneficial Eligible Holder’s behalf. The ability of a person having an interest in Rights held through a Participant to pledge such interest or otherwise take action with respect to such interest (other than through a Participant) may be limited due to the lack of a physical certificate or Rights DRS Advice representing the Rights.

Subscriptions for Common Shares (pursuant to the Basic Subscription Privilege or the Additional Subscription Privilege) made in connection with the Rights Offering through a Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for such Common Shares once submitted.

Neither the Corporation nor the Subscription Agent will have any liability for (i) the records maintained by CDS or Participants relating to the Rights or the book-entry accounts maintained by them, (ii) maintaining, supervising or reviewing any records relating to such Rights, or (iii) any advice or representations made or given by CDS or Participants with respect to the rules and regulations of CDS or any action to be taken by CDS or Participants.

Except as otherwise specifically provided herein (see “ Who is eligible to receive Rights? ”), payment of the Subscription Price, or any purchase price for Additional Common Shares pursuant to the Additional Subscription Privilege, by a non-registered holder of Common Shares will constitute a representation to the Corporation, the Subscription Agent and to any Participant that the subscriber is not a U.S. person (as defined in Regulation S under the U.S. Securities Act) or the agent of any U.S. person and is not purchasing the Common Shares for the account or benefit of, or for the resale to, any U.S. person.

What is the Additional Subscription Privilege and how can you exercise this privilege?

Each Rights holder who has exercised in full its Basic Subscription Privilege may exercise additional Rights, if available, at a price equal to the Subscription Price for each additional Right. The number of additional Rights available will be the difference, if any, between the total number of Rights that were issued pursuant to the Rights Offering and the total number of Rights validly exercised and paid for pursuant to the Basic Subscription Privilege at the Expiry Time on the Expiry Date.

If the aggregate number of Additional Common Shares subscribed for by those who exercise their Additional Subscription Privilege is less than the number of available Additional Common Shares, each such holder of Rights will be allotted the number of Additional Common Shares subscribed for under the Additional Subscription Privilege.

If the aggregate number of Additional Common Shares subscribed for by those who exercise their Additional Subscription Privilege exceeds the number of available Additional Common Shares, each such holder of Rights will be entitled to receive the number of Additional Common Shares equal to the lesser of:

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the number of Additional Common Shares subscribed for by the holder under the Additional Subscription Privilege; and
the product (disregarding fractions) obtained by multiplying the aggregate number of Additional Common Shares available through unexercised Rights after giving effect to the Basic Subscription Privilege by a fraction, the numerator of which is the number of Rights previously exercised by the holder under its Basic Subscription Privilege and the denominator of which is the aggregate number of Rights previously exercised under the Basic Subscription Privilege by all holders of Rights who have subscribed for Additional Common Shares under the Additional Subscription Privilege.

Registered holders of Rights exercising their Additional Subscription Privilege

If you wish to exercise the Additional Subscription Privilege, you must first exercise your Basic Subscription Privilege in full by completing Form 1 on the Subscription Form accompanying the Rights DRS Advice for the maximum number of Common Shares that you may subscribe for and also complete Form 2 on the Subscription Form, specifying the number of Additional Common Shares for which you would like to subscribe. Send the purchase price for the Additional Common Shares under the Additional Subscription Privilege with your Rights DRS Advice and Subscription Form to the Subscription Agent. The purchase price is payable in Canadian funds by certified cheque, bank draft or money order payable to the order of Computershare Investor Services Inc. These funds will be placed in a segregated account pending allocation of the Additional Common Shares, with any excess funds being returned by mail without interest or deduction.

Beneficial holders of Rights exercising their Additional Subscription Privilege

If you are a beneficial holder of Rights through a Participant in CDS and you wish to exercise your Additional Subscription Privilege, you must deliver your payment and instructions to the Participant sufficiently in advance of the Expiry Date to allow the Participant to properly exercise the Additional Subscription Privilege on your behalf. See “ How does an Eligible Holder that is not a registered holder participate in the Rights Offering? ” for more information.

How does a Rights holder sell or transfer Rights?

The Rights will be listed on the TSXV under the trading symbol “MAE.RT” and will be posted for trading on the TSXV until 12:00 p.m. (Toronto time) on the Expiry Date, at which time the Rights will be halted from trading.

You may elect to exercise only a part of your Rights and dispose of the remainder, or dispose of all your Rights. Any commission or other fee payable in connection with the exercise or any trade of Rights is the responsibility of the holder of such Rights. Depending on the number of Rights a holder may wish to sell, the commission payable in connection with a sale of Rights could exceed the proceeds received from such sale.

Registered holders of Rights selling or transferring Rights

If you do not wish to exercise some or all of your Rights, you may sell or transfer them directly or through your broker or investment dealer at your expense, subject to any applicable resale restrictions. See “ Are there restrictions on the resale of securities? ” for more information. If you wish to transfer your Rights, complete a valid form of stock power of attorney or securities transfer form (the “ Transfer Form ”), have the signature medallion guaranteed by an “eligible institution” to the satisfaction of the Subscription Agent, in accordance with the instructions provided on the Rights DRS Advice, and deliver the Rights DRS Advice, Transfer Form and Subscription Form to the transferee. For this purpose, in Canada, eligible

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institution means a Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program or a member of the Stock Exchange Medallion Program. Members of these programs are usually members of a recognized stock exchange in Canada or members of the Canadian Investment Regulatory Organization.

It is not necessary for a transferee to obtain a new Rights DRS Advice and Subscription Form to exercise the Rights or the Additional Subscription Privilege, but the signature of the transferee on Forms 1 and 2 must correspond in every particular with the name of the transferee shown on the Transfer Form. Signatures by a trustee, executor, administrator, curator, tutor, guardian, attorney, officer of a corporation, partnership, association or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Subscription Agent. If the Transfer Form is properly completed, Maritime and the Subscription Agent will treat the transferee (or the bearer if no transferee is specified) as the absolute owner of the Rights DRS Advice and the Subscription Form. A Rights DRS Advice and Subscription Form so completed should be delivered to the appropriate person in ample time for the transferee to use it before the expiration of the Rights.

Beneficial holders of Rights selling or transferring Rights

If you hold Common Shares through a Participant and do not wish to exercise some or all of your Rights, you may arrange for the sale or transfer of Rights through that Participant at your expense, subject to any applicable resale restrictions. See “ Are there restrictions on the resale of securities? ” for more information.

When can you trade the Common Shares issuable upon the exercise of your Rights?

The Common Shares are listed on the TSXV under the trading symbol “MAE”. All Common Shares issuable on exercise of the Rights will be listed and posted for trading on the TSXV as soon as practicable after the Closing Date.

Are there restrictions on the resale of securities?

The Rights being issued and the Common Shares issuable upon exercise of the Rights (collectively, the “ Securities ”) are being distributed by the Corporation in the Eligible Jurisdictions pursuant to exemptions from the registration and prospectus requirements under securities laws in the Eligible Jurisdictions.

Resale of the Securities may be subject to restrictions pursuant to applicable securities laws then in force. Set out below is a general summary of the restrictions governing first trades in the Securities in the Eligible Jurisdictions. Additional restrictions may apply to “insiders” of the Corporation and holders of the Securities who are “control persons” or the equivalent or who are deemed to be part of what is commonly referred to as a “control block” in respect of the Corporation for purposes of securities laws. Each holder of Rights is urged to consult its professional advisors to determine the exact conditions and restrictions applicable to trades of the Securities.

Generally, the first trade of any of the Securities will be exempt from the prospectus requirements of securities laws in the Eligible Jurisdictions if: (i) the Corporation is and has been a “reporting issuer” in a jurisdiction of Canada for the four months immediately preceding the trade; (ii) the trade is not a “control distribution” as defined in applicable securities laws; (iii) no unusual effort is made to prepare the market or to create a demand for the Securities; (iv) no extraordinary commission or other consideration is paid in respect of such trade; and (v) if the seller is an insider or officer of the Corporation, the seller has no reasonable grounds to believe that the Corporation is in default of applicable securities laws. If such conditions have not been met, then the Securities may not be resold except pursuant to a prospectus or prospectus exemption, which may only be available in limited circumstances.

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The Corporation has been a reporting issuer for more than four months in a jurisdiction of Canada.

U.S. Restriction

The Rights may not be transferred to any person within the United States or to a “U.S. person” (as such term is defined in Regulation S under the U.S. Securities Act). Holders of Common Shares in the United States, with U.S. addresses of record or who are U.S. persons who receive Rights may transfer or resell them only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act, which generally will permit the resale of the Rights through the facilities of the TSXV provided that the offer is not made to a person in the United States, neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, and no “directed selling efforts”, as that term is defined in Regulation S under the U.S. Securities Act, are conducted in the United States in connection with the resale. Certain additional conditions are applicable to the Corporation’s “affiliates”, as that term is defined under the U.S. Securities Act. In order to enforce this resale restriction, holders thereof will be required to execute a declaration certifying that such sale is being made through the facilities of the TSXV in accordance with Regulation S under the U.S. Securities Act.

Common Shares issuable upon exercise of the Rights issued to holders in the United States, with U.S. addresses or who are U.S. persons will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act and may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws, such as resale pursuant to Regulation S, and certificates or statements representing such Common Shares will bear a legend to such effect.

The foregoing is a summary only and is not intended to be exhaustive. Holders of Rights should consult with their advisors concerning restrictions on resale and should not resell their Securities until they have determined that any such resale is in compliance with the requirements of applicable legislation.

Will we issue fractional Common Shares upon exercise of the Rights?

No, the Corporation will not issue fractional Common Shares upon the exercise of the Rights and only whole Rights may be exercised. Where the exercise of Rights would otherwise entitle the holder of Rights to fractional Common Shares, the holder’s entitlement will be reduced to the next lowest whole number of Common Shares and no cash or other consideration will be paid in lieu thereof.

APPOINTMENT OF SUBSCRIPTION AGENT

Who is the Subscription Agent?

Computershare Investor Services Inc. has been appointed to act as the Subscription Agent for the Rights Offering. Pursuant to an agreement with the Corporation, the Subscription Agent has been appointed to receive subscriptions and payments from holders of Rights and to perform the services relating to the exercise and transfer of the Rights at the applicable subscription office. The office of the Subscription Agent noted below, which you may contact, has been appointed to perform these services.

By Hand, Courier or Registered Mail: By Mail: Computershare Investor Services Inc. Computershare Investor Services Inc. 8th Floor, 100 University Avenue Toronto, P.O. Box 7021 Ontario M5J 2Y1 31 Adelaide Street East

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Toronto, Ontario M5C 3H2

Attention: Corporate Actions

Enquiries relating to the Rights Offering should be addressed to the Subscription Agent by telephone at 1- 800-564-6253 (North America) or by sending an e-mail to [email protected].

What happens if we do not receive the remaining funds from Dundee, or if the Rights Offering is otherwise terminated?

The Corporation has entered into an agreement with the Subscription Agent under which the Subscription Agent will return all funds held by it to holders of Rights that have already subscribed for securities under the Rights Offering if the Rights Offering is terminated, including because the Corporation does not receive the remaining funds from Dundee or the Standby Commitment Agreement is otherwise terminated. If the Corporation terminates the Rights Offering, the Subscription Agent will return all funds held to holders of Rights that have subscribed for securities under the Rights Offering without interest or deduction.

RISK FACTORS

An investment in the Rights or the Common Shares issuable upon exercise of the Rights is subject to certain risks, including those described below, as well as those risks related to our business and operations that are described in our continuous disclosure documents. You can access our continuous disclosure documents filed with Canadian securities regulators under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

Risks Related to the Rights Offering

The Standby Commitment Agreement may be terminated

The Standby Commitment Agreement may be terminated by the Corporation or Dundee in certain circumstances. Accordingly, there is no certainty, nor can the Corporation provide any assurance, that the Standby Commitment Agreement will not be terminated by either the Corporation or Dundee before the completion of the Rights Offering. If there is a failure to complete the Rights Offering, the Corporation anticipates that it would not have the funds available to meet its financing objectives described under the heading “ Use of Available Funds ” unless it is able to complete an alternative financing transaction, which would likely have a material adverse effect upon the business, financial condition and operating results of the Corporation. There can be no assurance that an alternative financing would be available on acceptable terms or within sufficient time to meet the Corporation’s financing objectives. Certain costs relating to the Rights Offering, such as legal, accounting and certain financial advisor fees must be paid by the Corporation even if the Rights Offering is not completed.

The Rights Offering is Subject to the Satisfaction or Waiver of Several Conditions

The completion of the Rights Offering is subject to a number of conditions precedent, some of which are outside of the control of the Corporation, including the receipt of certain regulatory approvals and the satisfaction of customary closing conditions. There can be no certainty that all conditions precedent to the Rights Offering will be satisfied or waived, nor can there be any certainty of the timing of their satisfaction or waiver. Moreover, a substantial delay in obtaining satisfactory approvals could result in the Rights Offering not being completed or being completed later than currently anticipated. In addition, the Standby Commitment Agreement may be terminated by the Corporation or Dundee in certain circumstances. Accordingly, there is no certainty, nor can the Corporation provide any assurance, that the Standby

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Commitment Agreement will not be terminated by either the Corporation or Dundee before the completion of the Rights Offering.

If the Rights Offering is delayed, the Corporation will not be able to meet its financing objectives as quickly and this could result in a corresponding delay in the anticipated benefits thereof. A delay in the completion of the Rights Offering beyond the currently anticipated timing may also result in increased costs to the Corporation, reducing the Available Funds.

If, for any reason, the Rights Offering is not completed, the Corporation anticipates that it would not have the funds available to meet its financing objectives unless it is able to complete an alternative financing transaction, which would likely have a material adverse effect upon the business and financial condition of the Corporation. There can be no assurance that an alternative financing would be available on acceptable terms or within sufficient time.

If the Rights Offering does not proceed for any reason, although any subscription payments received in connection with the exercise of Rights would be returned promptly to subscribers without interest or deduction, all outstanding Rights would cease to be exercisable for Common Shares and would lose all of their value. In such circumstances, any person who had purchased Rights in the market would lose the entire purchase price paid to acquire such Rights.

Dilution

If a Shareholder exercises all of the Rights issued to them pursuant to the Rights Offering, they will retain their proportionate interest in the outstanding Common Shares on a non-diluted basis. However, if a Shareholder does not exercise some or all of the Rights issued to them, their current percentage ownership in the Corporation will be diluted by the issuance of Common Shares upon the exercise of Rights by other holders of Rights, which dilution may be significant. See “ Dilution ” and “ Standby Commitment – What are the security holdings of Dundee before and after the Rights Offering? ” for more information.

Even if a Shareholder elects to sell its unexercised Rights or if its Rights are sold on its behalf, the consideration it receives may not be sufficient to compensate it fully for the dilution of its current ownership in the Corporation that will be caused as a result of the exercise of Rights by other holders.

Change of Control of the Corporation and Increased Control Block

Dundee and its affiliates currently have beneficial ownership of, or control or direction over, directly or indirectly, approximately 18% of the outstanding Common Shares on a non-diluted basis and 21.7% of the outstanding Common Shares on a partially diluted basis. Following the completion of the Rights Offering, Dundee and its affiliates could have beneficial ownership of, or control or direction over, approximately 41.2% of the outstanding Common Shares on a non-diluted basis assuming no other holders of Rights exercise any Rights. See “ Standby Commitment – What are the security holdings of Dundee before and after the Rights Offering? ” for more information.

In the event that Dundee’s holdings of Common Shares increases significantly following the completion of the Rights Offering, Dundee may have the ability to determine the outcome of certain matters submitted to Shareholders for approval in the future, including the election and removal of the Corporation’s directors that are elected by the Shareholders, amendments to the Corporation’s corporate governing documents and certain business combinations. In the event that Dundee’s holding of Common Shares increases significantly following the completion of the Rights Offering, Dundee may have the ability to elect the Corporation’s directors, effectively giving them control over the election of the entire Board.

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Additionally, an increase in Dundee’s ownership percentage may affect the trading price, trading volume and liquidity of the Common Shares and the future sale of a substantial number of Common Shares by Dundee, or the perception that such sale could occur, may adversely affect the prevailing market prices of the Common Shares. Furthermore, the Corporation’s interests and those of Dundee may at times conflict, and this conflict might be resolved against the Corporation’s interests. The concentration of control in the hands of a significant shareholder may also impact the potential for the initiation, or the success, of an unsolicited bid for the Corporation’s securities or any other transaction which may provide liquidity to minority Shareholders or a premium over the then current market price of the Common Shares.

Interests of Certain Persons in the Rights Offering

Certain officers and directors of the Corporation may have interests in the Rights Offering that may be different from, or in addition to, the interests of the Shareholders. Dundee is a wholly-owned subsidiary of Dundee Corporation, and Allen Palmiere, a director of the Corporation, is also a director of Dundee Corporation. Accordingly, Dundee may be viewed as having a material interest in the Rights Offering and the Rights Offering would materially affect the Corporation.

Costs to Complete the Rights Offering

There is uncertainty associated with estimating the costs for completion of the Rights Offering, including those yet to be incurred. To the extent costs associated with the Rights Offering are higher than currently expected, the Corporation’s net proceeds from the Rights Offering will be lower, resulting in less money to meet its financing objectives.

Trading Market for Rights

There is currently no market through which the Rights may be sold and purchasers may not be able to resell the Rights issued pursuant to the Rights Offering. This may affect the pricing of the Rights in the secondary market, the transparency and availability of trading prices, the liquidity of the Rights and the extent of issuer regulation. The Corporation expects that the Rights will be listed on the TSXV until 12:00 p.m. (Toronto time) on the Expiry Date, at which time the Rights will be halted from trading. The Corporation cannot, however, provide any assurance that an active or any trading market in the Rights will develop or that the Rights can be sold on the TSXV at any time.

Subscription Price Not Necessarily an Indication of Value

The Subscription Price under the Rights Offering does not necessarily bear any relationship to the book value of the Corporation’s assets, past operations, losses, financial condition or any other established criteria for value. Shareholders should not consider the Subscription Price to be an indication of the Corporation’s value and the Common Shares may trade at prices above or below the Subscription Price.

Exercise of Rights Irrevocable

Subscriptions for Common Shares (pursuant to the Basic Subscription Privilege and/or the Additional Subscription Privilege) made in connection with this Rights Offering either directly or through a Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for such Common Shares once submitted. The Common Share trading price could decline below the Subscription Price for the Common Shares, resulting in a loss of some or all of your subscription payment.

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Volatility of Market Price of Common Shares

There can be no assurance regarding the future trading price of the Common Shares and the market price of the Common Shares may be volatile. The volatility may affect the ability of holders to sell the Rights and/or Common Shares at an advantageous price. Market price fluctuations in the Common Shares may be due to volatility of commodity prices, currency fluctuations, imprecision of mineral resource and reserve estimates, environmental risks, governmental regulatory action, adverse changes in general market conditions or economic trends or acquisitions, dispositions or other material public announcements by Maritime or its competitors, along with a variety of additional factors, including, without limitation, those set forth under “ Forward-Looking Information ”.

Sale of Common Shares

To the extent subscribers that exercise Rights sell the Common Shares underlying such Rights, the market price of the Common Shares may decrease due to the additional selling pressure in the market. The risk of dilution from issuances of Common Shares underlying the Rights may cause Shareholders to sell their Common Shares, which may have a material adverse impact on the Corporation and its share price. Sales by Shareholders might also make it more difficult for the Corporation to sell equity securities at a time and price that it deems appropriate.

Responsibilities of Holders of Rights

If you fail to follow the subscription procedures and to meet the subscription deadline, your subscription may be rejected. None of Maritime, the Subscription Agent or any Participant undertakes to contact you concerning, or will attempt to correct, an incomplete or incorrect payment or subscription form. Whether a subscription properly follows subscription procedures is solely within our discretion. See “ How to exercise the Rights ” for more information. See also “ Dilution ”.

Market Price of the Common Shares

If, for any reason, the Rights Offering is not completed or its completion is materially delayed and/or the Standby Commitment Agreements are terminated, the market price of the Common Shares may be materially adversely affected.

Risks Related to the Corporation and the Mining Industry

Exploration

The Corporation is seeking mineral deposits on exploration projects where there are not yet established commercial quantities. There can be no assurance that economic concentrations of minerals will be determined to exist on the Corporation’s property holdings within existing investors’ investment horizons or at all. The failure to establish such economic concentrations could have a material adverse outcome on the Corporation and the value of its securities. The Corporation’s future planned programs and budgets for exploration work will be subject to revision at any time to take into account results to date. The revision, reduction or curtailment of exploration programs and budgets could have a material adverse outcome on the Corporation and the value of its securities.

Market

The Corporation’s securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken

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as a whole. Such evaluations, perceptions and sentiments are subject to change; both in short term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Corporation and the value of its securities.

Commodity Price

The Corporation’s exploration projects are primarily related to exploration for gold and other precious metals in Canada. These minerals have recently been the subject of significant price fluctuations, and as such, there can be no assurance that that investors’ evaluations, perceptions, beliefs and sentiments will continue to favour these target commodities. An adverse change in these commodities’ prices, or in investors’ beliefs about trends in those prices, could have a material adverse outcome on the Corporation and the value of its securities.

Title

No assurances can be given that title defects to the Corporation’s properties do not exist. The properties may be subject to prior unregistered agreements, interests or native land claims and title may be affected by undetected defects. If title defects do exist, it is possible that Corporation’s may lose all or a portion of its right, title, estate and interest in and to the properties to which the title defect relates. There is no guarantee that title to the properties will not be challenged or impugned. While, to the best of Corporation’s knowledge, title to its properties is in good standing, this should not be construed as a guarantee of title. In Canada, claims have been made and new claims are being made by indigenous peoples that call into question the rights granted by the government.

Financing

Exploration and development of mineral deposits is an expensive process, and frequently the greater the level of interim stage success the more expensive it can become. The Corporation has no producing properties and generates no operating revenues; therefore, for the foreseeable future, it will be dependent upon selling equity in the capital markets to provide financing for its continuing substantial exploration budgets. While the Corporation has been successful in obtaining financing from the capital markets for its projects in recent years, there can be no assurance that the capital markets will remain favourable in the future, and/or that the Corporation will be able to raise the financing needed to continue its exploration programs on favourable terms, or at all. Restrictions on the Corporation’s ability to finance could have a material adverse outcome on the Corporation and the value of its securities.

Outstanding indebtedness

The Corporation has an outstanding debt of approximately US$5 million under a note indenture (the “ Note Indenture ”) maturing August 14, 2025, extendible by one year and bearing interest equal to the SOFR plus 6% per annum. Pursuant to this indebtedness, the Corporation is required to use a portion of its cash flow to service quarterly interest payments and repayment, when due, which will limit the cash flow available for other business opportunities. The Note Indenture also sets out certain financial covenants including a minimum cash balance of US$228,015 and a positive working capital balance, with the amount of outstanding notes being excluded from the calculation. The Corporation’s ability to pay interest, repay the principal or to refinance its indebtedness depends on the Corporation’s future performance, which is subject to economic, financial, competitive and other factors beyond its control. The Corporation currently does not generate cash flows from operations and relies on financing. If the Corporation is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Corporation’s ability to refinance its indebtedness will depend on the capital markets and its financial

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condition at such time. The Corporation may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations.

Share Price Volatility and Price Fluctuations

In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies, particularly junior mineral exploration companies, like the Corporation, have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that these price fluctuations and volatility will not continue to occur.

Key Personnel

The Corporation is dependent upon a number of key management and its exploration efforts are dependent to a large degree on the skills and experience of certain of its key personnel. The Corporation does not maintain “key man” insurance policies on these individuals. Should the availability of these persons’ skills and experience be in any way reduced or curtailed, this could have a material adverse outcome on the Corporation and the value of its securities.

Competition

Significant and increasing competition exists for the limited number of mineral property acquisition opportunities available. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Corporation, the Corporation may be unable to acquire additional attractive mineral properties on terms it considers acceptable. The Corporation faces competition to attract and retain skilled labour, as well as procuring supplies and services.

Feasibility Study

Feasibility studies include numerous assumptions and are used to assess the economic viability of a deposit. There is no certainty that the economics included in the current or revised feasibility study on the Hammerdown Gold Project will be realized. While the study is based on the best information available at the time of its writing, actual costs may significantly exceed estimated costs and economic returns may differ significantly from those estimated in the study. There are many factors involved in the determination of the economic viability of a mineral deposit, including the achievement of satisfactory mineral reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and estimates of future metal prices. Any of the following events, among others, could affect the profitability or economic feasibility of the Hammerdown Gold Project: unanticipated changes in grade and tonnes of ore to be mined and processed, unanticipated adverse geological conditions, unanticipated metallurgical recovery problems, incorrect data on which engineering assumptions are made, availability of labour, costs of processing and refining facilities, application of ore sorting, availability of economic sources of power, adequacy of water supply, adequate access to the site, unanticipated transportation costs, government regulations (including regulations with respect to the environment, prices, royalties, duties, taxes, permitting, restrictions on production, quotas on exportation of minerals, environmental), fluctuations in gold prices, and accidents, labour actions and force majeure events.

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Mill Upgrades

The mill upgrades and repairs to process existing stockpiles are subject to risks including unforeseen equipment mechanical conditions, inputs such as equipment and labour, all of which could affect the time and cost to complete.

Realization of Assets

Exploration and evaluation assets comprise a substantial portion of the Corporation’s assets. Realization of the Corporation’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal. Resource exploration and development is highly speculative and involves inherent risks. Furthermore, no assurances can be given that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that exploration programs will result in the discovery of economically viable quantities of ore. The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values.

Environmental and Other Regulatory Requirements

The current or future operations of the Corporation, including development activities and commencement of production on its properties, require permits from various governmental authorities and such operations are and will be subject to laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety and other matters. Companies engaged in the development and operation of mines and related facilities could experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that approvals and permits required to commence production on its properties will be obtained on a timely basis, or at all. Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, may be necessary prior to operation of the properties in which the Corporation has interests and there can be no assurance that the Corporation will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities at these properties on terms which enable operations to be conducted at economically justifiable costs. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, remedial actions or payment of unanticipated third-party charges. Parties engaged in mining operations or extraction operations may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or abandonment or delays in development of new mineral exploration properties. To the best of the Corporation’s knowledge, it is currently operating in compliance with all applicable environmental regulations.

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Community Relations

Positive and constructive relationships with surrounding communities are critical to ensure the future success of the Corporation’s projects.

Pre-existing Environmental Liabilities

Pre-existing environmental liabilities may exist on the properties in which the Corporation will hold an interest or on properties that may be subsequently acquired by the Corporation which are unknown, and which have been caused by previous or existing owners or operators of the properties. In such event, the Corporation may be required to remediate these properties and the costs of remediation could be substantial. Further, in such circumstances, the Corporation may not be able to claim indemnification or contribution from other parties. In the event the Corporation was required to undertake and fund significant remediation work, such event could have a material adverse effect upon the Corporation and the value of its securities.

Cybersecurity Threats

The Corporation relies on secure and adequate operations of information technology systems in the conduct of its business. Access to and security of the information technology systems are critical to the Corporation’s business. The Corporation has implemented ongoing policies, controls and practices to manage and safeguard the Corporation and its stakeholders from internal and external cybersecurity threats and to comply with changing legal requirements and industry practice. Given that cyber risks cannot be fully mitigated and the evolving nature of these threats, the Corporation may not have the resources or technical sophistication to anticipate, prevent, or recover from cyber- attacks and cannot assure that its information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects. Disruptions to the Corporation’s information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and non-compliance by third-party service providers and inadequate levels of cybersecurity expertise and safeguards of third-party information technology service providers, may adversely affect the operations of the Corporation as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third-party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny.

Climate Change

Global climate change could increase risks facing the Corporation’s business, including the frequency and severity of weather-related events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, rising water levels and changing temperatures which can disrupt the Corporation’s operations, damage its infrastructure or properties, create financial risk to the business of the Corporation or otherwise have a material adverse effect on our results of operations, financial position or liquidity. These may result in substantial costs to respond during the event, to recover from the event and possibly to modify existing or future infrastructure requirements to prevent recurrence. The Corporation’s future operations and activities may emit amounts of greenhouse gases which may subject it to legislation regulating emission of greenhouse gases. The costs of complying with increased legislation and/or regulations may adversely affect the business of the Corporation.

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Conflicts of Interest

Certain directors and officers of the Corporation are or may become associated with other natural resource companies which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Corporation are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the best interests of the Corporation. The directors and some of the officers of the Corporation have either other full-time employment or other business or time restrictions placed on them and accordingly, the Corporation will not be the only business enterprise of these directors and officers.

History of Net Losses, Accumulated Deficit and Lack of Revenue from Operations

The Corporation has incurred net losses to date. The Corporation has not yet had any revenue from the exploration activities on its properties. Even if the Corporation commences development of certain of its properties, the Corporation may continue to incur losses. There is no certainty that the Corporation will produce revenue, operate profitably or provide a return on investment in the future.

Uninsurable

The Corporation and its subsidiaries may become subject to liability for pollution, fire, explosion and other risks against which it cannot insure or against which it may elect not to insure. Such events could result in substantial damage to property and personal injury. The payment of any such liabilities may have a material, adverse effect on the Corporation’s financial position.

Flow-through Share Private Placements

The Corporation enters into flow-through private placements to fund exploration activities. Canadian tax rules require the Corporation to have spent flow-through funds on “Canadian exploration expenses” (as defined in the Income Tax Act (Canada)) by the end of the calendar year following the year in which they were raised. While the Corporation intends to satisfy its expenditure commitments related to the flowthrough private placements, there can be no assurance that it will do so. If the Corporation does not renounce to the purchasers of the flow-through shares, effective on or before December 31 of the year following the flow-through private placement, Canadian exploration expenses in an amount equal to the aggregate purchase price paid by such purchasers for the flow-through shares, or if there is a reduction in such amount renounced pursuant to the provisions of the Income Tax Act (Canada), the Corporation shall indemnify the purchaser for an amount equal to the amount of any tax payable or that may become payable under the tax act (and under any corresponding provincial legislation) by the purchaser as a consequence of such failure or reduction; however, there is no guarantee that the Corporation will have the financial resources required to satisfy such indemnity. The Corporation may also be subject to interest on flow-through proceeds renounced under the look-back rules in respect of prior years, and penalties, in accordance with regulations in the Income Tax Act (Canada), if it is determined that flow-through proceeds were not properly or timely spent on Canadian exploration expenses.

Legal Proceedings

As at the date of this circular, there were no legal proceedings against or by the Corporation.

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ADDITIONAL INFORMATION

Where can you find more information about us?

You can access our continuous disclosure documents filed with Canadian securities regulators under the Corporation’s profile on SEDAR+ at www.sedarplus.ca. You can also access information about us at our website at www.maritimeresourcescorp.com.

MATERIAL FACTS AND MATERIAL CHANGES

There is no material fact or material change about Maritime that has not been generally disclosed.

AI assistant

Maritime Resources Corp. — Capital/Financing Update 2024

46309_rns_2024-08-06_15bc369d-4634-4af0-a053-6232c906d077.pdf

PLEASE READ THIS MATERIAL CAREFULLY AS YOU ARE REQUIRED TO MAKE A DECISION PRIOR TO 5:00 P.M. (TORONTO TIME) ON SEPTEMBER 6, 2024.

Rights Offering Circular

August 6, 2024