Maritime Resources Corp.

SEDAR+ Version

AGENCY AGREEMENT

April 9, 2025

Maritime Resources Corp. 650 West Georgia Street Suite 3200 Vancouver, British Columbia, V6B 4P7

Attention: Garett Macdonald, President & Chief Executive Officer

Re: Private Placement of Units

Paradigm Capital Inc., as lead agent and sole bookrunner (the “ Lead Agent ”), and SCP Resource Finance LP (together with the Lead Agent, the “ Agents ”) understand that Maritime Resources Corp. (the “ Corporation ”) proposes to issue and sell up to 266,700,000 units (the “ Units ”) at a price of $0.075 per Unit (the “ Issue Price ”) on a “best efforts” private placement basis for aggregate gross proceeds of up to $20,002,500. Each Unit will consist of one Common Share (as defined herein) (each, a “ Unit Share ”) and one-half of one Common Share purchase warrant (each full Common Share purchase warrant, a “ Warrant ”). The Warrants shall be issued pursuant to, and the exercise of the Warrants shall be governed by, the provisions of a warrant indenture (the “ Warrant Indenture ”) to be entered into on or before the Closing Time (as defined herein) between the Corporation and Computershare Trust Company of Canada (the “ Warrant Agent ”), in its capacity as warrant agent, in the form and on terms satisfactory to the Corporation and the Agents, acting reasonably. Each Warrant will entitle the holder thereof to acquire one Common Share (each, a “ Warrant Share ”) at a price of $0.12 per Warrant Share until the date that is 24 months following the Closing Date (as defined herein), subject to rights of adjustment in certain events, as set out in the Warrant Indenture. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In the case of any inconsistency between the description of the Warrants in this Agreement (as defined herein) and the terms of the Warrants as set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

The Units, Unit Shares and Warrants comprising the Units sold pursuant to this Agreement are collectively referred to as the “ Offered Securities ”. The offering of the Offered Securities by the Corporation is referred to in this Agreement as the “ Offering ”.

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Corporation hereby appoints the Agents, as the Corporation’s exclusive agents, to offer on a “best efforts” agency basis, without underwriter liability, the Offered Securities to be issued and sold pursuant to the Offering and the Agents agree to arrange for Purchasers (as defined herein) of the Offered Securities in the Designated Jurisdictions (as defined herein) or as otherwise agreed by the Agents and the Corporation, through private placements or other offerings on an exempt basis and provided that the Corporation shall not be obligated to file a registration statement, offering memorandum, prospectus, or similar document within or outside Canada. The Corporation acknowledges and agrees that the Agents may, but are not obligated to, purchase any of the Units as principal. In addition, sales of up to a maximum of $1,000,000 of Offered Securities will be made to purchasers designated by the Corporation and agreed to by the Lead Agent, acting reasonably (the “ President’s List ”). Furthermore, certain of the Offered Securities will be settled and delivered by the Corporation directly to such purchasers (the “ Issuer Direct Purchasers ”) and certain of the gross proceeds from the Issuer Direct Purchasers shall be delivered to the Corporation directly.

In consideration of the services to be rendered by the Agents hereunder in connection with the Offering, the Agents will receive the Agents’ Commission (as defined herein), the Corporate Finance Fee (as defined herein) and Broker Warrants (as defined herein) to be paid or issued to the Agents in accordance with the terms of this Agreement.

The Agents shall be entitled to appoint a selling group (the “ Selling Group ”) consisting of other registered dealers in accordance with applicable Securities Laws for the purposes of arranging for Purchasers of the Offered Securities. Any investment dealer who is a member of any Selling Group formed by the Agents pursuant to the provisions of this Agreement or with whom the Agents have a contractual relationship with respect to the Offering, if any, shall agree with the Agents to comply with the representations, warranties, covenants and obligations given by the Agents herein. The fee payable to any such investment dealer who is a member of any Selling Group shall be for the account of the Agents.

The Corporation acknowledges and agrees that the Agents shall not be required to conduct a suitability review in respect of the Issuer Direct Purchasers, including the Issuer Direct Purchasers on the President’s List, and that the Agents do not and will not have any liability whatsoever to the Corporation or to the Issuer Direct Purchasers (including the Issuer Direct Purchasers on the President’s List) with respect to such sales and the Corporation shall indemnify and save harmless the Agents from any and all losses or expenses relating to sales to the Issuer Direct Purchasers (including sales to the Issuer Direct Purchasers on the President’s List).

DEFINITIONS

In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

“ Agents ” has the meaning ascribed to such term above;

“ Agents’ Commission ” has the meaning ascribed to such term in Section 10(a) hereof;

“ Agreement ” means this agreement resulting from the acceptance by the Corporation of the offer made by the Agents hereby, including all schedules hereto, as amended or supplemented from time to time;

“ Annual Financial Statements ” has the meaning ascribed to such term in Section 4(h) hereof;

“ BCBCA ” means the Business Corporations Act (British Columbia);

“ Broker Securities ” has the meaning ascribed to such term in Section 5(h) hereof;

“ Broker Warrant Certificates ” means the certificates evidencing one or more Broker Warrants;

“ Broker Warrant Shares ” means the Common Shares issuable upon exercise of the Broker Warrants;

“ Broker Warrants ” has the meaning ascribed to such term in Section 10(a) hereof, which shall be evidenced by an agreement or certificate in form acceptable to the Lead Agent, on behalf of the Agents, acting reasonably;

“ Business Day ” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business;

“ Closing ” means the completion of the purchase and sale of the Offered Securities, as contemplated by this Agreement and the Subscription Agreement;

“ Closing Date ” means April 9, 2025 or such other date as may be agreed to in writing by the Corporation and the Lead Agent, on behalf of the Agents;

“ Closing Time ” means 8:30 a.m. (Toronto time) on the Closing Date, or such other time as may be agreed upon by the Corporation and the Lead Agent, on behalf of the Agents;

“ Common Shares ” means the common shares in the capital of the Corporation;

“ Confidential Information ” has the meaning ascribed to such term in Section 5(k) hereof;

“ Corporation ” has the meaning ascribed to such term above;

“ Corporate Finance Fee ” has the meaning ascribed to such term in Section 10 hereof;

Debt Instrument ” means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability;

“ Designated Jurisdictions ” means, collectively, each of the provinces and territories of Canada, the United States and such other jurisdictions as the Corporation and the Agents may agree;

“ Directed Selling Efforts ” means selling efforts as described in Rule 902 of Regulation S under the U.S. Securities Act;

“ Distribution ” means “distribution” as such term is defined under the Securities Act (Ontario);

“ Due Diligence Sessions ” has the meaning ascribed to such term in Section 3(e) hereof;

“ Employee Plans ” has the meaning ascribed to such term in Section 4(qqq) hereof;

“ Engagement Letter ” means the letter agreement dated March 19, 2025, between the Corporation and the Lead Agent, as amended by the letter agreement dated March 20, 2025 between the Corporation and the Lead Agent, relating to the Offering;

“ Environmental Laws ” has the meaning ascribed to such term in Section 4(v) hereof;

“ General Advertising ” and “ General Solicitation ” have the meaning described in Rule 502(c) of Regulation D under the U.S. Securities Act, and includes, but is not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine, similar media or on the internet or broadcast over radio, television or on the internet and any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

“ Governmental Authority ” means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“ Government Official ” means: (a) any official, officer, employee or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any salaried political party

official, elected member of political office or candidate for political office, or (c) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses;

“ Hammerdown Gold Project ” means an advanced stage gold project, located in Newfoundland, Canada, approximately 5 km southwest of the town of King’s Point and 13 km west of the town of Springdale, Newfoundland and Labrador;

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“ including ” means including without limitation;

“ Indemnified Party ” or “ Indemnified Parties ” shall have the meaning ascribed to such term in Section 13 hereof;

“ Issue Price ” has the meaning ascribed to such term above;

“ Issuer Direct Purchasers ” has the meaning ascribed to such term above;

“ knowledge ” means, as it pertains to the Corporation, the actual knowledge of Garett Macdonald, President and Chief Executive Officer of the Corporation, and Germaine Coombs, Chief Financial Officer of the Corporation, as at the date of this Agreement, together with the knowledge which they would have had if they had conducted reasonable inquiry into the relevant subject matter;

“ Lead Agent ” has the meaning ascribed to such term above;

“ Lock-Up Agreements ” has the meaning ascribed to such term in Section 3(f) hereof;

“ Material Adverse Effect ” means the effect resulting from any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy or circumstance that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, financial condition, prospects or results of operations of the Corporation and its subsidiaries, in all cases, considered as a whole, as applicable;

“ Material Agreement ” means joint-venture or earn-in agreement, option agreement, Debt Instrument, mortgage, indenture, contract, commitment, agreement (written or oral), instrument, lease or other document, the absence of which would be reasonably expected to have a Material Adverse Effect;

“ misrepresentation ”, “ material fact ”, “ material change ”, “ affiliate ”, and “ associate ” have the respective meanings ascribed thereto in the Securities Act (Ontario) in effect on the date hereof;

“ Money Laundering Laws ” has the meaning ascribed thereto in Section 4(kkk) hereof;

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;

“ NI 45-102 ” means National Instrument 45-102 – Resale of Securities ;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions ;

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations ;

“ Offered Securities ” has the meaning ascribed to such term above;

“ Offering ” has the meaning ascribed to such term above;

“ Permits ” has the meaning ascribed to such term in Section 4(aa) hereof;

“ person ” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

“ President’s List ” has the meaning ascribed to such term above;

“ Properties ” means the Hammerdown Gold Project (also referred to as the Green Bay property), the Whisker Valley project, the Gull Ridge project, the Point Rousse project including the Stog’er Tight deposit and the Deer Cove project, the Owl Creek West property, the Wright property (as described in the Public Record);

“ Public Record ” means collectively, all of the documents which have been filed on SEDAR+ since January 1, 2023 by or on behalf of the Corporation with the Securities Regulators pursuant to the requirements of applicable Securities Laws;

“ Purchasers ” means the persons (which may include the Agents), other than an Issuer Direct Purchaser, for whom, pursuant to this Agreement, the Agents deliver to the Corporation, and which the Corporation accepts, complete and executed Subscription Agreements for the Offered Securities;

“ Qualified Institutional Buyer ” means a U.S. Accredited Investor who is also a “qualified institutional buyer”, as such term is defined in Rule 144A under the U.S. Securities Act;

“ Registered Plan ” has the meaning ascribed to such term in Section 4(g) hereof;

“ Reporting Jurisdictions ” means British Columbia and Alberta;

“ Sanctions ” has the meaning ascribed to such term in Section 4(jjj) hereof;

“ Sanctioned Person ” has the meaning ascribed to such term in Section 4(jjj) hereof;

“ SEC ” means the United States Securities and Exchange Commission;

“ Securities Laws ” means, unless the context otherwise requires, all applicable securities laws in each of the Designated Jurisdictions, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulatory authorities in such jurisdictions;

“ Securities Regulators ” means, collectively, the securities regulators or other securities regulatory authorities in the Designated Jurisdictions (including the TSX-V);

“ SEDAR+ ” means the System for Electronic Data Analysis and Retrieval+;

“ Selling Group ” has the meaning ascribed to such term above;

“ Subscription Agreement ” means the subscription agreement in the form agreed to by the Lead Agent, on behalf of the Agents, and the Corporation prior to the date hereof;

“ subsidiary ” has the meaning ascribed to such term in the Securities Act (British Columbia);

“ Tax Act ” means the Income Tax Act (Canada) and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) on or prior to the date of this Agreement;

“ Taxes ” has the meaning ascribed to such term in Section 4(m) hereof;

“ Technical Report ” means the report prepared by JDS Energy & Mining Inc. in accordance with NI 43101, with an effective date of August 15, 2022, and entitled “ NI 43-101 Feasibility Study Technical Report for the Hammerdown Project ”;

“ Term Sheet ” means a term sheet substantially in the form of the term sheet attached to the form of the Subscription Agreement, as amended to reflect a subsequent increase in the Offering size;

“ Title Opinion ” has the meaning ascribed to such term in Section 7(i) hereof;

“ Transfer Agent ” means Computershare Trust Company of Canada, in its capacity as transfer agent and registrar of the Corporation at its head offices in the City of Vancouver, British Columbia;

“ TSX-V ” means the TSX Venture Exchange;

“ Unit ” has the meaning ascribed to such term above;

“ Unit Share ” has the meaning ascribed to such term above;

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

“ U.S. Accredited Investor ” means an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

“ U.S. Affiliate ” means a United States registered broker dealer affiliate of the Agents, subject to a chaperoning agreement with one or more Agents in compliance with Rule 15a-6 under the U.S. Exchange Act;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder;

“ U.S. Person ” means a “U.S. person”, as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder;

“ U.S. Securities Laws ” means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and the rules and policies of the SEC;

“ Warrant ” has the meaning ascribed to such term above;

“ Warrant Agent ” has the meaning ascribed to such term above;
“ Warrant Indenture ” has the meaning ascribed to such term above; and
“ Warrant Share ” has the meaning ascribed to such term above.

The following schedule is annexed to this Agreement, which schedule is deemed to be a part hereof and is hereby incorporated by reference herein:

Schedule “A” – Terms and Conditions for United States Offers and Sales

TERMS AND CONDITIONS

1. Restrictions on Sale.

(a) Sale on Exempt Basis.
(i) The Agents shall use their “best efforts” to arrange for the purchase of the Offered Securities:
(A) in the Designated Jurisdictions on a private placement basis in compliance with applicable Securities Laws, provided that each Agent shall ensure that any offers or sales of Offered Securities in the United States will (a) be made in compliance with Schedule “A” hereto, which forms part of this Agreement, and allows for the Agents, acting through one or more U.S. Affiliates, to offer and sell the Offered Securities in the United States and to, or for the account or benefit of, U.S. Persons to persons who qualify as either U.S. Accredited Investors or Qualified Institutional Buyers in compliance with Rule 506(b) of Regulation D under the U.S. Securities Act; (b) be conducted in such a manner so as not to require registration thereof under the U.S. Securities Act; and (c) be conducted through one or more duly registered U.S. Affiliates of the Agent in compliance with U.S. Securities Laws; and
(B) in such other jurisdictions (outside Canada and the United States), as may be agreed upon between the Corporation and the Agents, which then shall be designated as a Designated Jurisdiction, on a private placement basis in compliance with all applicable Securities Laws of such jurisdictions, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction and no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such jurisdiction, and the Corporation does not thereafter become subject to ongoing continuous disclosure obligations in such jurisdictions.
(ii) The Corporation agrees that the representations, warranties and covenants contained in Schedule “A” hereto, which forms part of this Agreement, are incorporated by reference in and shall form part of this Agreement with respect to the offer and sale of the Offered Securities by the Corporation to Issuer Direct Purchasers in the United States or purchasing for the account or benefit of U.S. Persons. The Corporation acknowledges and agrees that the Agents will not be liable to the Corporation for any sales by the

Corporation in connection with the Offering to, or for the account or benefit of, Issuer Direct Purchasers that are persons in the United States or U.S. Persons.

(b) Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation in connection with the issue and sale of the Offered Securities (including a Form 45-106F1 with the applicable Securities Regulators in Canada) such that the distribution of the Offered Securities to the Purchasers may lawfully occur without the necessity of filing a prospectus, registration statement or other offering document in the Designated Jurisdictions, but on terms that will permit the Offered Securities acquired by the Purchasers to be sold at any time in the Designated Jurisdictions, subject to applicable hold periods under applicable Securities Laws and the Agents undertake to use their best efforts to cause Purchasers to complete any forms required by applicable Securities Laws and by the TSX-V in respect of such distribution. All fees payable in connection with such filings under all applicable Securities Laws shall be at the expense of the Corporation.

(c) No Offering Memorandum. None of the Corporation nor the Agents shall: (i) provide to any prospective Purchasers any document or other material or information that would constitute an offering memorandum or future oriented financial information within the meaning of Securities Laws in Canada; or (ii) other than in compliance with applicable law, engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Securities.

2. Material Changes.

During the Distribution of the Offered Securities, the Corporation shall promptly:

(a) notify the Lead Agent in writing if the Corporation becomes aware of any material fact not previously disclosed, any material change or change in a material fact (in any case, whether actual, anticipated, or to its knowledge, contemplated or threatened and other than a change of fact relating solely to the Agents) or any event or development that would result in a Material Adverse Effect;

(b) notify the Lead Agent in writing of the full particulars of any actual or anticipated, or, to the knowledge of the Corporation, contemplated, threatened or prospective, material change referred to in Section 2(a) above;

(c) if required to do so, issue or file, promptly and, in any event, within all applicable time limitation periods with the applicable Securities Regulators in Canada, a press release, material change report or other document as may be required under Securities Laws in Canada and shall comply with all other applicable filing and other requirements under the Securities Laws in Canada; provided that subject to compliance with applicable Securities Laws in Canada, the Corporation shall not file any such new or amended disclosure documentation without first notifying the Agents, and shall not issue or file, as applicable, any press release or material change report without giving the Lead Agent a reasonable opportunity to review the proposed forms; and

(d) in good faith discuss with the Lead Agent any circumstance or event that is of such a nature that there is consideration given as to whether there may be a material change or change in a material fact described in Sections 2(a) or (b) above.

3. Covenants of the Corporation.

The Corporation hereby covenants to the Agents and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the transactions contemplated by this Agreement, that the Corporation (including its successors and assigns, if applicable) will:

(a) for a period of two years following the Closing Date, use commercially reasonable efforts to maintain its status as a “reporting issuer” or the equivalent not in default in at least one of the Reporting Jurisdictions, provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States, or cash, or the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and Securities Laws and the policies of the TSX-V (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted);

(b) for a period of two years following the Closing Date, use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX-V, or on any other securities exchange, market or trading or quotation facility provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States, or cash, or the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and Securities Laws and the policies of the TSX-V (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted);

(c) obtain any necessary regulatory approvals from the TSX-V in connection with the sale of the Offered Securities and the listing of the Unit Shares, the Warrant Shares and the Broker Warrant Shares hereunder on such conditions as are acceptable to the Agents and the Corporation, acting reasonably;

(d) promptly send to the Agents and their legal counsel copies of all correspondence and filings to, correspondence from the Securities Regulators (excluding the TSX-V) and material correspondence from the TSX-V relating to the Offering;

(e) permit the Agents and their legal counsel to participate fully in the preparation of any documents regarding the Offering and allow the Agents and their representatives to conduct all due diligence regarding the Corporation which the Agents may reasonably require to be conducted prior to the Closing Date, including making its senior management, legal counsel, qualified persons, technical consultants, and auditors available to answer any questions which the Agents or their counsel may have and to participate in one or more due diligence sessions (the “ Due Diligence Sessions ”) to be held prior to the Closing Date;

(f) use its best efforts to obtain, agreements from the Corporation’s executive officers and directors (the “ Lock-Up Agreements ”), in a form satisfactory to the Agents, acting reasonably, pursuant to which each of the Corporation’s executive officers and directors agrees that they will not, for a period commencing on the Closing Date and ending 120 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Corporation convertible into, exchangeable for or exercisable to acquire, Common Shares, directly or indirectly, unless (i) they first obtain the prior consent of the Lead Agent; (ii) there occurs a take-over bid or similar transaction involving a change of control of the Corporation; or (iii) pursuant to the exercise of securities already validly issued pursuant to the Corporation’s omnibus equity incentive plan or other share compensation agreements;

(g) be subject to a customary standstill commencing on the date of the Engagement Letter and ending 120 days following the Closing Date, without the prior consent of the Lead Agent, such consent not to be unreasonably withheld, with respect to the issuance of Common Shares or securities convertible, exercisable or exchangeable for Common Shares, except (i) pursuant to the Offering; (ii) the grant or exercise of options, deferred share units, restricted share units, performance share units, and other similar share-based issuances pursuant to the Corporation’s existing omnibus equity incentive plan and other share compensation arrangements outstanding as of the date of the Engagement Letter; (iii) the exercise of warrants outstanding as at the date of the Engagement Letter and issued in connection with the Offering; (iv) as full or partial consideration for a bona fide, arms-length acquisition agreements or mineral property option agreements; (v) obligations of the Corporation in respect of existing mineral property agreements; (vi) the issuance of Common Shares for interest owed under the Corporation’s note indenture dated August 14, 2023, entered into between the Corporation and Computershare Trust Company of Canada, as trustee; and (vii) to satisfy any other currently outstanding instruments or other contractual commitments in relation to any transaction that has been disclosed to the Agents in writing as of the date of the Engagement Letter;

(h) duly execute and deliver this Agreement, the Warrant Indenture, the Broker Warrant Certificates, and the Subscription Agreements at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation, at or prior to the Closing Time;

(i) fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled as set out in Section 7;

(j) ensure that, as at the Closing Time, the Unit Shares, upon issuance, shall be validly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements;

(k) ensure that, as at the Closing Time, the Warrant Shares and Broker Warrant Shares have been duly created, authorized and reserved for issuance and such shares will be, when issued upon due exercise of the Warrants and the Broker Warrants, if any, including payment of the applicable exercise price, validly issued as fully paid and non-assessable Common Shares;

(l) ensure that, as at the Closing Time, the Warrants and Broker Warrants have been duly authorized, created and issued and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement, the Broker Warrant Certificates and the Warrant Indenture, as applicable;

(m) subject to applicable laws, provide the Agents with draft press releases relating to the Offering and the opportunity to comment and obtain their prior approval, acting reasonably, to the form and content of any such press releases, such approval not to be unreasonably delayed or withheld, with such press releases to include such legends as required by U.S. Securities Laws;

(n) not take any action so as to require the filing of a prospectus with respect to the Offering;

(o) take all such steps as may reasonably be necessary to enable the Offered Securities to be offered for sale and sold on a private placement basis to the Purchasers in accordance with the terms hereof by way of exemption under applicable Securities Laws and on the basis that the “hold period” under applicable Securities Laws applicable to the Offered Securities issued as contemplated hereunder shall not exceed four months and a day, subject to any “control person” or escrow requirements applicable to the Purchasers;

(p) use commercially reasonable efforts to remain, for a period of a least 24 months after the Closing Date, a corporation validly subsisting under the laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction;

(q) use the net proceeds of the Offering substantially in the manner described in the Term Sheet;

(r) duly appoint Computershare Trust Company of Canada as the agent under the Warrant Indenture at or prior to the Closing Time;

(s) execute and deliver or file with the Securities Regulators as required all forms, notices and certificates relating to the Offering required to be filed pursuant to the Securities Laws in the time required by applicable Securities Laws, including all forms, notices, offering memoranda and certificates and any such documents required to permit and enable the Offered Securities and Broker Warrants to be lawfully distributed on an exempt basis in the Designated Jurisdictions; and

(t) promptly notify the Agents of the receipt by the Corporation of any notice by any judicial or regulatory authority or any stock exchange requesting any information, meeting or hearing relating to such entity for the Offering, provided that the disclosure of the content of such notice will be subject to applicable laws.

4. Representations and Warranties of the Corporation.

The Corporation represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the transactions contemplated by this Agreement, that:

(a) the Corporation has been duly organized and is validly existing under the laws of its jurisdiction of existence, is in good standing, has the corporate power and authority and is duly qualified and possesses all material certificates, authority, permits and licences issued by the appropriate provincial, municipal, federal regulatory agencies or bodies necessary (and has not received or is not aware of any modification or revocation to such certificates, authority, permits or licences, except such modifications or amendments as are necessary for the conduct of its business) to carry on its business as now conducted and to own its properties and assets, except for those certificates, authority, permits and licences which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect;

(b) the Corporation: (i) has no investment in any person which could be material to the business and affairs of the Corporation; and (ii) other than 2823988 Ontario Inc., has no subsidiaries. As at the date hereof, 2823988 Ontario Inc. has no material assets, liabilities, or other obligations of any kind;

(c) the Corporation has the corporate power and authority to enter into this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates and to perform the transactions contemplated hereby and thereby and the issuance and sale by the Corporation of the Offered Securities and the issuance of the Broker Warrants and the Broker Warrant Shares have been duly authorized by all necessary corporate action of the Corporation, and this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates have been duly executed and delivered by the Corporation and this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates are, and will upon execution and delivery in accordance with the terms

hereof and thereof be, a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement and the Subscription Agreements as may be limited by applicable law;

(d) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of the close of business on April 8, 2025, a total of 845,488,072 Common Shares were issued and outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation or any other security convertible into or exchangeable for any such shares, or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital, other than options to purchase up to 21,900,000 Common Shares, and Warrants to purchase up to 120,398,643 Common Shares;

(e) all consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates and the issuance and sale of the Offered Securities and the issuance of the Broker Warrants (and the Broker Warrant Shares) and the consummation of the transactions contemplated hereby and thereby have been made or obtained, as applicable other than the filings required under NI 45-106, and the final approval of the TSX-V, which will be completed on a post-closing basis;

(f) each of the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Offered Securities and the issuance of the Broker Warrants and the Broker Warrant Shares, and the consummation of the transactions contemplated hereby and thereby, respectively, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to the Corporation, including Securities Laws; (ii) the constating documents of the Corporation or any resolutions passed by the board of directors or shareholders of the Corporation which are in effect at the date hereof; (iii) any Material Agreement to which the Corporation is a party or by which it is bound; or (iv) any judgment, decree or order binding the Corporation or the property or assets of the Corporation;

(g) based on the current provisions of the Tax Act and the regulations thereunder, the Unit Shares, Warrants, and Warrant Shares issued and outstanding as of Closing will, at Closing, be a “qualified investment” under the Tax Act and the regulations thereunder for trusts governed by a “registered retirement savings plan”, “registered retirement income fund”, “registered education savings plan”, “deferred profit sharing plan”, “registered disability savings plan” and tax free savings accounts (as those terms are defined in the Tax Act) (each, a “ Registered Plan ”), provided that in the case of the Warrants, the Warrants are listed on a “designated stock exchange” for the purposes of the Tax Act, or the Warrant Shares are “qualified investments” and the Corporation deals at arm’s length with each person who is the annuitant, beneficiary, employer or subscriber under, or holder of, such Registered Plans. Notwithstanding that the Unit Shares, Warrants, and Warrant Shares may be “qualified investments” for a Registered Plan, they may be a “prohibited investment” within the meaning of the Tax Act for a Registered Plan for a holder, annuitant, or subscriber of the Registered Plan, as the case may be;

(h) the audited annual financial statements of the Corporation for the years ended December 31, 2024 and 2023, and notes thereto (the “ Annual Financial Statements ”), are true and correct in all

material respects and present fairly, in all material respects, the financial position and results of the operations of the Corporation for the period then ended and such financial statements have been prepared in accordance with IFRS applied on a consistent basis;

(i) there has been no change in accounting policies or practices of the Corporation since December 31, 2024;

(j) since December 31, 2024 and excluding expenditures in the ordinary course of business consistent with past practice, there has not been any adverse material change in the financial position or condition of the Corporation, nor any change in circumstances materially affecting its business, affairs, prospects, liability, obligation, properties, capital or assets, or the right or capacity of the Corporation to carry on its business, such business having been carried on in the ordinary course;

(k) there are no material liabilities of the Corporation, whether direct, indirect, contingent or otherwise which are not disclosed or reflected in the Annual Financial Statements except those incurred in the ordinary course of its business since December 31, 2024;

(l) since December 31, 2024, the Corporation has not approved, entered into any agreement in respect of, or has any knowledge of (i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares, or otherwise, except as disclosed in the Public Record; (ii) the change of control (by sale or transfer of voting or equity securities or sale of all or substantially all of the assets of the Corporation) of the Corporation; or (iii) a proposed or planned disposition of any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares;

(m) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, customs duties and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable or required to be collected or withheld and remitted, by the Corporation and has been paid, collected or withheld and remitted as applicable, except for where the failure to pay such Taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact has been omitted therefrom which would make any of them misleading or result in a Material Adverse Effect. To the Corporation’s knowledge, no examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation;

(n) the auditors of the Corporation who audited the Annual Financial Statements and who provided their audit report thereon are independent public accountants as required under applicable Securities Laws;

(o) since December 31, 2024, there has not been a “reportable event” (within the meaning of NI 51-102) with the auditors of the Corporation;

(p) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with the Corporation’s management’s

general or specific authorizations; (ii) transactions are recorded as necessary to permit the preparation of financial statements for the Corporation in conformity with IFRS and to maintain asset accountability; (iii) access to the assets of the Corporation is permitted only in accordance with the Corporation’s management’s general or specific authorization; and (iv) the recorded accountability for assets of the Corporation is compared with the existing assets of the Corporation at reasonable intervals and appropriate action is taken with respect to any differences;

(q) since December 31, 2024, the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of the Common Shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities;

(r) the Corporation is conducting, and has conducted, its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including all applicable federal, provincial, municipal and local environmental, anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including relevant exploration permits and concessions), and has not received a notice of non-compliance, and does not know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of material noncompliance with any such laws or regulations;

(s) the Corporation is in compliance in all material respects with corporate laws and its continuous disclosure obligations under applicable Securities Laws and the information and statements in the Public Record were true and correct as of the respective dates of such information and statements and at the time such documents were filed on SEDAR+, except as may have been corrected by subsequent disclosure, and do not contain any misrepresentations and were not misleading, and the Corporation has not filed any confidential material change reports which remain confidential as of the date hereof;

(t) the Corporation has filed all forms, reports, documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, with the TSX-V (or one of its predecessors) or the applicable Securities Regulators. As of the time the Public Record were filed with the applicable Securities Regulators and on SEDAR+ (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) the Public Record complied in all material respects with the requirements of the applicable Securities Laws; and (ii) the Public Record did not contain any misrepresentations and were not misleading;

(u) there is no “material fact” or “material change” in the affairs of the Corporation that has not been generally disclosed to the public in the Public Record;

(v) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, the Corporation is not and has not been in material violation of, in connection with the ownership, use, maintenance or operation of its Properties and assets, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “ Environmental Laws ”). Without limiting the generality of the foregoing:

(i) the Corporation has occupied the Properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance in all material respects with all applicable Environmental Laws and has received all Permits required under applicable Environmental Laws to conduct its business as currently operated; and

(ii) there are no orders, rulings or directives and to the Corporation’s knowledge there have been no past unresolved claims, complaints, notices or requests for information issued against the Corporation or the Properties or, to the Corporation’s knowledge, there are no orders, rulings or directives pending or threatened against the Corporation under or pursuant to any Environmental Laws requiring any material work, repairs, construction or capital expenditures with respect to any Properties or assets of the Corporation;

(w) no notice with respect to any of the matters referred to in Section 4(v), including any alleged violations by the Corporation with respect thereto has been received by the Corporation and no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the Properties and assets of the Corporation is in progress, threatened or, to the Corporation’s knowledge, pending, which would reasonably be expected to have a Material Adverse Effect on the Corporation, and, to the Corporation’s knowledge, there are no grounds or conditions which exist, on or under any property now owned, operated or leased by the Corporation, on which any such legal proceeding would reasonably be expected to commence or with the passage of time, or the giving of notice or both, would reasonably be expected to give rise;

(x) to the Corporation’s knowledge, there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation, except for those conducted by or on behalf of the Corporation in the ordinary course;

(y) all significant acquisitions completed by the Corporation of any securities, business or assets of any other entity have been fully and properly disclosed in the Public Record, were completed in material compliance with all applicable corporate and Securities Laws and all material corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained and complied with;

(z) to the Corporation’s knowledge, all operations on the Properties of the Corporation have been conducted and are currently conducted in all material respects in accordance with engineering practices consistent with industry standards and any applicable material workers’ compensation, and health, safety and workplace laws, regulations and policies;

(aa) the Corporation has all material licences, permits, approvals, consents, certificates, registrations and other authorizations (collectively the “ Permits ”) under all applicable laws and regulations necessary for the operation of the businesses carried on by the Corporation and each Permit is valid, subsisting and in good standing and the Corporation is not in default or breach of any Permit, and to the Corporation’s knowledge, no proceeding is pending or threatened to revoke or limit any Permit;

(bb) the Title Opinion to be delivered by the Corporation pursuant to the terms of this Agreement, covers all of the material claims and mining leases that comprise the Hammerdown Gold Project;

(cc) to the best of the Corporation’s knowledge, there are no open fractional undersurface rights areas in respect of the Hammerdown Gold Project that are not otherwise subject to a mineral claim tenure registered in the name of the Corporation as to an undivided 100% interest;

(dd) to the best of the Corporation’s knowledge, the Corporation has registered mineral claims over all geographic areas that are required for the exploration plans to be conducted with the net proceeds of the Offering;

(ee) at the Closing Time, the Unit Shares will be duly and validly authorized and, when issued, will be validly issued as fully paid and non-assessable Common Shares of the Corporation;

(ff) at the Closing Time, the Warrants will be duly and validly created and authorized for issuance and sale and when issued and delivered by the Corporation pursuant to this Agreement and the Warrant Indenture, against payment of the consideration set forth herein, the Warrants will be validly issued;

(gg) at the Closing Time, the Warrant Shares to be issued and sold will be duly and validly authorized and reserved for issuance and, upon exercise of the Warrants in accordance with their terms and when issued and delivered by the Corporation, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(hh) at the Closing Time, the Broker Warrants will be duly and validly created and authorized, and when issued by the Corporation pursuant to this Agreement and the Broker Warrant Certificates, the Broker Warrants will be validly issued;

(ii) at the Closing Time, the Broker Warrant Shares will be duly and validly authorized and reserved for issuance and, upon exercise of the Broker Warrants in accordance with their terms and when issued and delivered by the Corporation, the Broker Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(jj) the Corporation is, and will be on the Closing Date, a reporting issuer in the Reporting Jurisdictions. The Corporation is not included on a list of reporting issuers in default maintained by any of the Securities Regulators of the Reporting Jurisdictions;

(kk) except as disclosed in the Public Record, the Corporation does not have any loans or other indebtedness (including Debt Instruments) outstanding which has been made to any of its shareholders, officers, directors or employees, or any person not dealing at “arm’s length” (as such term is defined in the Tax Act) with the Corporation;

(ll) except as disclosed in the Public Record, the Corporation has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever;

(mm) the Corporation maintains insurance against loss of, or damage to, its material assets on a basis consistent with insurance obtained by reasonably prudent participants in a comparable business in comparable circumstances and all of the policies in respect of such insurance are in amounts and on terms that in the view of the Corporation’s management are reasonable for operations such as these and are in good standing in all respects and the Corporation is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Corporation under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause;

(nn) Computershare Trust Company of Canada, at its principal office in the City of Toronto, Ontario, has been duly appointed as the Transfer Agent in respect of the Common Shares and as the Warrant Agent in respect of the Warrants; (oo) other than the Agents (or any members of their Selling Group) or as otherwise contemplated by this Agreement, there are no persons acting or purporting to act at the request of or on

behalf of the Corporation, that are entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement;

(pp) other than the Corporation or as contemplated by this Agreement, there is no person that is or will be directly entitled to the proceeds from the sale of the Offered Securities pursuant to this Offering under the terms of any Debt Instrument or Material Agreement, or other instrument, agreement or document (written or unwritten);

(qq) the Corporation is not a party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation;

(rr) other than as disclosed in the Public Record, the Corporation is not a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument other than in the ordinary course of business;

(ss) the Corporation, nor, to the Corporation’s knowledge, any other person that is a counterparty to a contract is in default in the observance or performance of any material term or obligation to be performed by it under any Material Agreement, and to the Corporation’s knowledge, except as disclosed to the Agents by the Corporation in writing, no event has occurred which with notice or lapse of time or both would reasonably be expected to constitute such a default;

(tt) the minute books and records of the Corporation which the Corporation has made available to the Agents and their legal counsel in connection with their due diligence investigation of the Corporation, are all of the minute books and all of the records of the Corporation and contain copies of all proceedings (or certified copies thereof) of the shareholders, the board of directors and all committees of the board of directors of the Corporation to the date of review of such corporate records and minute books. All material transactions of the Corporation have been properly recorded in the minute books in all material respects;

(uu) there are no material claims, actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to the Corporation’s knowledge, pending, threatened against or affecting the Corporation, or to the Corporation’s knowledge, threatened or pending, against the Corporation at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency;

(vv) there are no judgments against the Corporation which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation is subject;

(ww) the Corporation is the absolute legal and beneficial owner of, and has good and marketable title to all of the material property or assets thereof as described in the Public Record, including the Properties, as described in the Public Record, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the Public Record, and no other rights are necessary for the conduct of the business of the Corporation as currently conducted or contemplated to be conducted other than those described in the Public Record, and to the Corporation’s knowledge, there exists no claim or basis for any claim that would reasonably be expected to materially adversely affect the right of the Corporation to use, transfer or otherwise exploit such property rights, other than those described in the Public Record, and the Corporation has no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof, except as described in the Public Record;

(xx) the Corporation holds either freehold title, mining leases, mining concessions, mining claims or other conventional property, proprietary or contractual interests or rights, including access and

surface rights, recognized in the jurisdiction in which the Properties are located in respect of the ore bodies and specified minerals located in the Properties in which the Corporation has an interest as described in the Public Record under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation to access the Properties and explore and exploit the minerals relating thereto as are appropriate in view of their respective rights and interests therein; subject to Section 4(ww), all such properties, leases, concessions or claims in which the Corporation has any interests or rights have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing;

(yy) any and all of the agreements and other documents and instruments pursuant to which the Corporation holds its property and assets (including any interest in, or right to earn an interest in, any Property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Corporation is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged. None of the Properties (or any interest in, or right to earn an interest in, any Property) of the Corporation are subject to any right of first refusal or purchase or acquisition rights other than as set forth in the Public Record;

(zz) the Corporation has disclosed all material information relating to the Properties and any other material mineral properties of the Corporation in the Public Record in compliance with Securities Laws and such disclosure remains true, complete and accurate in all material respects as of the date hereof;

(aaa) no part of the Properties or the mining rights or permits of the Corporation has been taken, revoked, condemned, or expropriated by any Governmental Authority nor has any written notice or proceedings in respect thereof been given, or to the Corporation’s knowledge, been commenced, threatened, or is pending, nor is there any intent or proposal to give such notice or commence any such proceedings;

(bbb) there are no claims or actions with respect to indigenous rights currently outstanding, or to the best of the Corporation’s knowledge, threatened or pending, with respect to the Properties. No land entitlement claims have been asserted and no legal actions relating to indigenous issues have been instituted with respect to the Properties, and no material dispute in respect of the Properties with any local or indigenous group or other interest group exists or, to the Corporation’s knowledge, is threatened or imminent;

(ccc) the Corporation is in compliance in all material respects with NI 43-101 and has duly filed all reports required to be filed by the Corporation pursuant to NI 43-101. The Technical Report remains current as at the date hereof. The Technical Report complies in all material respects with the requirements of NI 43-101 and there is no new scientific or technical information concerning the Properties since the date thereof that would require a new technical report in respect of any of the Properties to be issued under NI 43-101. The Corporation made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them and none of such information contained any misrepresentation at the time such information was provided. The information set forth in the Public Record relating to scientific and technical information, including any estimates of the mineral resources of the Properties, has been prepared in accordance with NI 43-101 and in compliance with applicable Securities Laws of the Designated Jurisdictions, and there have been no material adverse changes to such information since the date of delivery or preparation thereof;

(ddd) the Common Shares are, and at the time of issue of the Unit Shares will be, listed and posted for trading on the TSX-V and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale or trading of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending or, to the Corporation’s knowledge, threatened;

(eee) the Corporation has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX-V and the Corporation is currently in compliance with the rules and policies of the TSX-V in all material respects;

(fff) to the Corporation’s knowledge, (i) there are no regulatory investigations commenced, pending or threatened against any of the Corporation’s officers or directors; and (ii) none of the officers or directors of the Corporation are now or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

(ggg) the Corporation has established on their books and records reserves which are adequate for the payment of all Taxes not yet due and payable and there are no liens for Taxes on the assets of the Corporation except for Taxes not yet due, and, to the Corporation’s knowledge, there are no audits of any of the tax returns of the Corporation pending, and there are no claims which have been or would reasonably be expected to be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any Governmental Authority of any deficiency which would have a Material Adverse Effect;

(hhh) no proceedings have been taken, instituted or, to the Corporation’s knowledge, are pending for the dissolution or liquidation of the Corporation;

(iii) to the Corporation’s knowledge, neither the Corporation nor any director, officer, employee, consultant, representative or agent of the Corporation, have (i) violated any anti-bribery or anticorruption laws applicable to the Corporation, including but not limited to the Foreign Corrupt Practices Act of 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. The Corporation has not and, to the Corporation’s knowledge no director, officer, employee, consultant, representative or agent of foregoing, have (i) conducted or initiated any review, audit, or internal investigation that concluded the Corporation, or any director, officer, employee, consultant, representative or agent of the Corporation violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws;

(jjj) neither the Corporation, nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative, affiliate or agent of the Corporation, is a person (“ Sanctioned Person ”) currently the target of any sanctions administered or enforced by the United States government, including, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Financial Transactions Reports Analysis Centre of Canada or other relevant sanctions authority (collectively, “ Sanctions ”), and the Corporation will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Sanctioned Person, to fund any activities of or

business with any Sanctioned Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Sanctioned Person (including any Sanctioned Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;

(kkk) the operations of the Corporation are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Authority (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court of Governmental Authority or any arbitrator or non-Governmental Authority involving the Corporation with respect to the Money Laundering Laws is to the Corporation’s knowledge pending or threatened;

(lll) provided that the Purchaser is not a “control person” of the Corporation or otherwise subject to any escrow requirements under applicable Securities Laws, the Offered Securities will not be subject to a restricted period or statutory hold period under the securities laws of the Reporting Jurisdictions or to any resale restriction under the policies of the TSX-V which extends beyond four months and one day after the Closing Date;

(mmm) the Corporation has not committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;

(nnn) no material work stoppage, strike, lock-out, labour disruption, dispute grievance, arbitration, proceeding or other conflict with the employees of the Corporation currently exists or, to the knowledge of the Corporation, is imminent or pending and the Corporation is in material compliance with all provisions of all federal, national, regional, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours;

(ooo) there are no material complaints against the Corporation before any employment standards branch or tribunal or human rights tribunal, nor any complaints or any occurrence which would reasonably be expected to lead to a complaint under any human rights legislation or employment standards legislation that would be material to the Corporation. There are no outstanding decisions or settlements or pending settlements under applicable employment standards legislation, which place any material obligation upon the Corporation to do or refrain from doing any act. The Corporation is currently in material compliance with all workers’ compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding orders of a material nature against either of them under applicable workers’ compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material claim;

(ppp) the Corporation is not party to any collective bargaining agreements with unionized employees. To the knowledge of the Corporation, no action has been taken or is being contemplated to organize or unionize any other employees of the Corporation;

(qqq) each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug,

sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the “ Employee Plans ”) has been maintained in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans; and

(rrr) the responses given by the Corporation and its officers at all oral Due Diligence Sessions conducted by the Agents in connection with the Offering, as they relate to matters of fact, have been and shall continue to be and will be true and correct in all material respects as at the time such responses are given, and such responses taken as a whole have not and shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such response were given or shall be given, as the case may be and where the responses reflect the opinion or view of the Corporation or its officers (including responses or portions of such responses which are forward-looking or otherwise relating to projections, forecasts, or estimates of future performance or results (operating, financial or otherwise)), such opinions or views have been and will be honestly held and believed to be reasonable at the time they are given.

5. Representations, Warranties and Covenants of the Agents.

Each of the Agents hereby severally and not jointly or jointly and severally represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in connection with the completion of the Offering, that:

(a) it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into this Agreement and to carry out its obligations under this Agreement and is duly licensed and registered in accordance with applicable Securities Laws;

(b) this Agreement constitutes a legal, valid and binding obligation of such Agent, enforceable against such Agent in accordance with its terms subject to laws relating to creditors’ rights generally, the availability of equitable remedies and except as rights to indemnity and contribution may be limited by applicable law;

(c) the Agents, and each person appointed by them as their agent to assist in the Offering, is registered under the applicable securities laws of the Designated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder;

(d) it has and will conduct activities in connection with arranging for Purchasers of the Offered Securities in compliance with applicable Securities Laws;

(e) it has obtained from each Purchaser a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Corporation;

(f) the Agents and their respective representatives have not engaged in or authorized, and will not engage in or authorize any Directed Selling Efforts with respect to the offer and sale of the Offered Securities, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in the United States in connection with or in respect of the Offered Securities;

(g) it will not solicit, offer, sell, trade, distribute, or otherwise do any act in furtherance of a trade of the Offered Securities so as to require registration thereof or the filing of a prospectus, registration

statement, offering memorandum, or similar disclosure document in any jurisdiction and any prescribed reports of the issue and sale of the Offered Securities;

(h) the Agent acknowledges that the Broker Warrants and the Broker Warrant Shares (together, the “ Broker Securities ”) have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Securities, the Agent represents, warrants, and covenants that it is acquiring or will acquire the Broker Securities as principal for its own account and not for the benefit of any other person. The Agent represents, warrants, and covenants that (i) it is not in the United States or a U.S. Person and is not acquiring and will not acquire the Broker Securities on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to, or is exempt from, registration under the U.S. Securities Act and applicable U.S. state securities laws. The Agent agrees that it will not engage in any Directed Selling Efforts with respect to any Broker Securities, and will not offer or sell any Broker Securities in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws;

(i) to its knowledge, it has required any investment dealer who is a member of any Selling Group formed by the Agents to comply with the representations, warranties, covenants and obligations given by the Agents in the Agreements; (j) it is an “accredited investor” as defined in NI 45-106 and is acquiring the Broker Warrants with investment intent and not with a view to distribution;

(k) it will not use, disseminate or disclose to any third party (other than each Agent’s affiliates, partners, employees, agents, advisors and representatives in connection with its engagement hereunder) any confidential information of the Corporation or any subsidiary received in connection with, or pursuant to, the transactions contemplated by this Agreement (the “ Confidential Information ”), provided that the Confidential Information does not include information that: (i) is or becomes generally available to and known by the public; (ii) is or was acquired by the Agents from a third party free of any restrictions as to its disclosure; (iii) has been or is developed by the Agents without reference to the Confidential Information; (iv) is used, disseminated or disclosed pursuant to law or at the request of any Governmental Authority; or (v) is disclosed by the Agents in the context of enforcing its rights under this Agreement.

6. Closing Deliveries.

The purchase and sale of the Units shall be completed at the Closing Time electronically or as otherwise determined by the Lead Agent, on behalf of the Agents, and the Corporation. At the Closing Time, the Corporation shall, subject to the provisions of Section 7, issue the Units by way of book-entry securities in accordance with the “non-certificated inventory” rules and procedures of CDS, and shall direct CDS to credit the Units to the accounts of participants of CDS as designated by the Lead Agent, against payment to the Corporation of the aggregate Issue Price therefor, other than for the Offered Securities sold to Issuer Direct Purchasers (less the amounts payable to the Agents provided in Section 10 and Section 11, all of which the Lead Agent will deduct from the proceeds to be paid to the Corporation), in lawful money of Canada by wire transfer; provided that, at the request of the Lead Agent, the Corporation shall deliver physical certificates or direct registration statements to such Purchasers as the Lead Agent may direct. The Agents and the Corporation may discharge their payment obligations under this section by delivery of certified cheques or bank drafts or by wire transfer. The Corporation and the Agents shall deliver such further documentation as may be contemplated by this Agreement or as counsel to the Corporation and the

Agents may reasonably require, including receipts for payment, certificates and other similar documentation required to reflect the completion of the Offering at the Closing Time.

7. Closing Conditions.

The Closing of the Offering shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:

(a) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers as the Lead Agent may agree, certifying for and on behalf of the Corporation (without personal liability) addressed to the Agents, certifying that, to the best of their knowledge, information and belief, after due inquiry, that:
(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation or prohibiting the issue and sale of the Offered Securities or any of the Corporation’s securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened by any regulatory authority;
(ii) the Corporation has complied in all material respects (except where already qualified by a materiality or Material Adverse Effect qualification, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by a materiality or Material Adverse Effect qualification, in which case the Corporation has satisfied in all respects) all covenants and the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time, other than any conditions which have been waived by the Agent; and
(iii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality qualification or Material Adverse Effect, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time after giving effect to the transactions contemplated by this Agreement (except to the extent such representations and warranties speak as of a specified date, in which event they will be true and correct in all material respects as of such specified date);
(b) the Agents shall have received a certificate dated as of the Closing Date, signed by an appropriate officer or director or of the Corporation (without personal liability) addressed to the Agents, with respect to the notice of articles, articles, by-laws and other constating documents of the Corporation all resolutions of the Corporation’s board of directors relating to this Agreement, the Warrant Indenture, the Subscription Agreements, the Offered Securities, the Warrant Shares, the Broker Warrants, the Broker Warrant Shares and otherwise pertaining to the purchase and sale of the Offered Securities and the transactions contemplated hereby and thereby, and the incumbency and specimen signatures of signing officers;
(c) the Agents shall have received a certificate of good standing with respect to the jurisdiction in which the Corporation is in existence;

(d) the Agents shall have received satisfactory evidence that all requisite approvals have been obtained by the Corporation in order to complete the Offering, including the conditional approval of the listing and posting for trading of the Unit Shares, the Warrant Shares and the Broker Warrant Shares on the TSX-V, subject only to satisfaction by the Corporation of standard final listing conditions;
(e) the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates shall have been executed and delivered by the Corporation in form and substance satisfactory to the Agents, acting reasonably;
(f) the Lock-Up Agreements shall have been executed and delivered by the Corporation in form and substance satisfactory to the Agents, acting reasonably;
(g) the Agents shall have received legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date, from counsel to the Corporation, and where appropriate, counsel in the other Designated Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, with respect to the following matters:
(i) as to the incorporation and existence of the Corporation;
(ii) as to the authorized and issued capital of the Corporation (which opinion shall be based solely on a certificate of the Transfer Agent);
(iii) the corporate power, capacity and authority of the Corporation to carry on its business as presently carried on and to own, lease and operate its properties and assets, and to carry out its obligations under this Agreement, the Warrant Indenture, the Subscription Agreements and the Broker Warrant Certificates, and to issue the Offered Securities and Broker Warrants;
(iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates and the performance by the Corporation of its obligations hereunder and thereunder and the issuance of the Offered Securities and Broker Warrants;
(v) each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates has been duly authorized and executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally;
(vi) the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates, the performance by the Corporation of its obligations hereunder and thereunder and the issuance and sale of the Offered Securities and Broker Warrants do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) the BCBCA; or (B) the constating documents of the Corporation;

(vii) the Unit Shares have been validly issued by the Corporation as fully paid and nonassessable Common Shares;
(viii) the Warrants and Broker Warrants have been validly created and issued by the Corporation;
(ix) the Warrant Shares and Broker Warrant Shares have been authorized and reserved for issuance and the Warrant Shares and Common Shares, upon their issuance in accordance with the terms of the Warrant Indenture and Broker Warrant Certificates, as the case may be, will have been validly issued as fully paid and non-assessable shares in the capital of the Corporation;
(x) the issuance and sale by the Corporation of the Offered Securities to the Purchasers resident in the Designated Jurisdictions in Canada and the Broker Warrants to the Agents in accordance with the terms of the Subscription Agreements and the Broker Warrant Certificates, as the case may be, and in accordance with the terms of this Agreement, are exempt from the prospectus requirements of applicable Securities Laws in Canada and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under applicable Securities Laws to permit such issuance and sale, subject only to the filing of the requisite forms under applicable Securities Laws;
(xi) the issuance of the Warrant Shares upon exercise of the Warrants and the issuance of the Broker Warrant Shares will be exempt from the prospectus requirements of applicable Securities Laws of the Designated Jurisdictions in Canada and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under applicable Securities Laws of the Designated Jurisdictions in Canada to permit such issuance and sale;
(xii) the first trade in the Offered Securities, the Warrant Shares, and the Common Shares underlying the Broker Warrants being exempt from the prospectus requirements of applicable Securities Laws in Canada and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Corporation under applicable Securities Laws to permit such trade through registrants registered under applicable Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade;
(A) the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade;
(B) at the time of the trade, at least four months have elapsed from the date of the issue of the Units and the Broker Warrants;
(C) if the certificates representing the Unit Shares and Warrants underlying the Units and the Common Shares underlying the Broker Warrants are issued prior to the date that is four months and one day after the distribution date of the Units and the Broker Warrants, the certificates representing the underlying securities that are the subject of the trade,

carry a legend in the form as set out in Section 2.5(2)3(i) of National Instrument 45-102;

  - (D) if the security is entered into a direct registration or other electronic bookentry system, or if the Purchaser or Lead Agent, as applicable, did not directly receive a certificate representing the security, the Purchaser or Lead Agent, as applicable, received written notice containing the applicable legend restriction notation set out in item 3 of Section 2.5(2) of NI 45-102;

  - (E) the trade is not a “control distribution” (as defined in NI 45-102);

  - (F) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade;

  - (G) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

  - (H) if the selling security holder is an insider or officer of the Corporation at the time of the trade, the selling security holder has no reasonable grounds to believe that the Corporation is in default of the securities legislation (as defined in National Instrument 14-101- _Definitions_ ).

(xiii) Computershare Trust Company of Canada, at its principal office in the City of Toronto, Ontario, has been duly appointed as the Warrant Agent in respect of the Warrants; and
(xiv) the Corporation is a reporting issuer under applicable Securities Laws in each of the Reporting Jurisdictions and is not on the list of defaulting issuers maintained under such legislation;
(h) in the event of the sale of Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person pursuant to this Agreement, the Agents shall have received an opinion from Nauth LPC, the Corporation’s special U.S. counsel, in form and substance reasonably satisfactory to the Agents and their counsel and addressed to the Agents, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, subject to the usual and customary assumptions, limitations and qualifications, it being understood that no opinion will be expressed as to the subsequent resale of any Offered Securities;
(i) the Agents shall have received a title opinion addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date, with respect to the Hammerdown Gold Project (the “ Title Opinion ”);
(j) the Agents shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at the end of Business Day on the date prior to the Closing Date;
(k) the Agents shall have been satisfied, in their sole discretion with the results of their due diligence review of the Corporation and its business, operations and financial conditions and market conditions at the Closing Time;
(l) the Agents shall not have exercised any rights of termination set forth in Section 8; and

(m) the Agents having received such other documentation from the Corporation contemplated herein, acting reasonably, provided, however, that the Agents or their counsel shall require any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such document.

The Corporation agrees that the conditions contained in Section 7 will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation and the Corporation will use its commercially reasonable efforts to cause all such conditions to be complied with. Any material breach or failure to comply with any of the conditions set out in Section 7 shall entitle the Agents (or any one of them) to terminate their obligation under this Agreement by written notice to that effect given to the Corporation at or prior to the Closing Time. It is understood that the Agents may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Agents in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agents any such waiver or extension must be in writing and signed by the Lead Agent.

8. Rights of Termination.

The Agents (or any one of them) shall be entitled, at their sole option and in accordance with this Agreement to terminate their obligations hereunder (and the obligations of the Purchasers arranged by them to purchase Offered Securities) without any liability, by written notice to that effect given to the Corporation at or prior to the Closing Time, if at any time prior to the Closing Time:

(a) Due diligence out – there shall exist any material fact or circumstance not disclosed as at the date hereof which, in the opinion of the Agents (or any one of them), results or could be expected to have a significant adverse effect on the market price or value of the Offered Securities;
(b) Litigation – there shall have occurred any change in the laws of Canada or of the Designated Jurisdictions, or any inquiry, investigation or other proceeding is made or any order is issued under or pursuant to any law of Canada or of the Designated Jurisdictions or by the TSX-V in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding or order based upon activities of the Agents and not upon activities of the Corporation or its subsidiaries), which, in the opinion of the Agents (or any one of them), acting reasonably and in good faith, could reasonably have a significant adverse effect on the ability to market the Offered Securities;
(c) Disaster out – there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, war, disease, virus, plague, or accident) or major financial occurrence of national or international consequence (including any prospective change in national or international political, financial or economic conditions or any declaration by Canada or the United States of a national emergency or war, or any action, governmental law or regulation, enquiry or other occurrence), or any outbreak or escalation of national or international hostilities or any crisis or calamity of national or international consequence or a new or change in any law or regulation, which, in the reasonable opinion of the Agents (or any one of them), seriously adversely affects, or involves, or will seriously adversely affect or involve, (a) the financial markets, (b) the business, operations or affairs of the Corporation and its subsidiaries taken as a whole, or (c) the market price or value of the Offered Securities;
(d) Change in material fact - there shall occur any material change or change in a material fact which, in the reasonable opinion of Agents (or any one of them), would be expected to have a significant adverse effect on the market price or value of the Offered Securities;

(e) Non-compliance with conditions –there is any material breach or failure by the Corporation to comply with any terms, conditions or covenants in this Agreement, or in the event that any representation or warranty given by the Corporation in this Agreement becomes false and is not rectified as at the Closing Time. The Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their respective rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Agents only if the same is in writing and signed by them; or
(f) Market out – the state of the financial markets in Canada or elsewhere where it is planned to market the Offered Securities is such that, in the reasonable opinion of the Agents (or any of them), the Offered Securities cannot be marketed profitably.

9. Exercise of Termination Right.

The rights of termination contained in Section 8 may be exercised by the Agents (or any one of them) and are in addition to any other rights or remedies the Agents or any of them may have in respect of any default, act or non-compliance by the Corporation in respect of any matters contemplated in this Agreement. If the obligations of an Agent are terminated under this Agreement pursuant to the termination rights provided for in Section 8, there shall be no further liability on the part of the Agent to the Corporation or on the part of the Corporation to the Agent except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination under the confidentiality, indemnity, contribution and expense provisions of this Agreement.

10. Agents’ Commission.

(a) As consideration for the Agents’ services in connection with the issue and sale of the Offered Securities under the terms of this Agreement, the Corporation agrees to pay to the Agents (i) a cash fee equal to the aggregate of 6.0% of the gross proceeds of the Offering (excluding the gross proceeds raised from the Issuer Direct Purchasers), except in respect of sales to Purchasers on the President’s List, who are not Issuer Direct Purchasers, for which the Corporation shall pay a cash fee equal to 3.0% of the gross proceeds of the Offering for Units issued to such Purchasers on the President’s List, who are not Issuer Direct Purchasers (the “ Agents’ Commission ”); and a corporate finance fee equal to $57,559.28 (inclusive of HST) (the “ Corporate Finance Fee ”). In addition, the Corporation agrees to issue to the Agents (i) broker warrants (the “ Broker Warrants ”) equal to 6.0% of the number of Units sold pursuant to the Offering (excluding the Units sold to the Issuer Direct Purchasers), except in respect of sales to Purchasers on the President’s List, who are not Issuer Direct Purchasers, for which the Corporation shall issue to the Agents Broker Warrants equal to 3.0% of the number of Units issued to such Purchasers on the President’s List, who are not Issuer Direct Purchasers; and (ii) 767,421 Broker Warrants, representing a corporate finance broker warrant fee. Each Broker Warrant shall be exercisable to acquire one Broker Warrant Share at the Issue Price for a period of 24 months after the Closing Date.

(b) On the Closing Date, the Broker Warrants shall be issued and delivered to the Agents and the Agents’ Commission and the Corporate Finance Fee shall be paid to the Agents by the Lead Agent deducting such amount from the aggregate proceeds to be paid to the Corporation pursuant to Section 6 of this Agreement.

(c) If the Corporation agrees to pay a commission or fee to anyone other than pursuant to this Agreement (including without limitation any other financial advisor), such commission or fee shall be for the Corporation’s account and shall not reduce the amount payable to the Agents under this Agreement.

11. Expenses.

Whether or not the Offering is completed, the Corporation will pay all of its own expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Securities; (ii) the fees and expense of the Corporation’s legal counsel; and (iii) all costs incurred in connection with the preparation of documentation relating to the Offering. In addition, the Corporation will reimburse the Agents for their reasonable out-of-pocket expenses in connection with the Offering, including, but not limited to, all marketing related expenses, and all reasonable fees of the Agents’ legal counsel to a maximum set out in the Engagement Letter and its disbursements (including applicable taxes).

12. Survival.

All terms, warranties, representations, covenants and agreements herein contained or contained in any documents delivered pursuant to this Agreement shall survive the issue and sale of the Offered Securities and continue in full force and effect for the benefit of the Agents, the Purchasers and/or the Corporation regardless or the Closing of the Offering and of any investigations carried out by the Agents in connection with the issue and sale of the Offered Securities or otherwise, for a period ending on the date that is two (2) years following the date of this Agreement; provided that the provisions contained in Section 13 shall survive and continue in full force and effect, indefinitely, subject to applications limited periods prescribed by law. In this regard, the Agents shall act as trustees for the Purchasers and accept these trusts and shall hold and enforce such rights on behalf of the Purchasers.

13. Indemnity and Contribution by the Corporation.

(a) The Corporation (the “ Indemnitor ”) hereby agrees to indemnify and hold the Agents and the directors, officers, employees, agents and shareholders of the Agents (the “ Personnel ” and collectively with the Agents, the “ Indemnified Parties ”) harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities (excluding consequential damages), whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, known investigations or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceedings, known investigation or claim that may be made against any Indemnified Party, to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agents and their Personnel hereunder or otherwise in connection with the matters referred to in this Agreement, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(i) the Agents or their Personnel have been grossly negligent, engaged in willful misconduct or have committed any fraudulent act in the course of such performance; and
(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, dishonesty or fraud referred to in (i).

(b) If for any reason (other than the occurrence of any of the events itemized in Section 13(a)(i) and Section 13(a)(ii) above), the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold any Indemnified Party harmless, then the Indemnitor shall contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, damage or liability in such

proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and any Indemnified Party on the other hand but also the relative fault of the Indemnitor and any Indemnified Party, as well as any relevant equitable considerations, provided that the Indemnitor shall, in any event, contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Agents hereunder pursuant to this Agreement.

(c) The Indemnitor agrees that in case any action, suit, legal proceeding or claim shall be brought against the Indemnitor and/or any Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or any other Indemnified Party and such Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agents and their Personnel, such Indemnified Party shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse such Indemnified Party for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection therewith shall be paid by the Indemnitor as they occur, provided that in no circumstances will the Indemnitor be required to pay the fees and expenses of more than one legal counsel for all of the Indemnified Parties, unless:

(i) the Indemnitor and the Agents have mutually agreed to the retention of more than one legal counsel for the Indemnified Parties; or
(ii) the Indemnified Parties have or any of them has been advised in writing by legal counsel that representation of all of the Indemnified Parties by the same legal counsel would be inappropriate due to actual or potential differing interests between them.

(d) Promptly after receipt of notice of the commencement of any legal proceeding against the Agents or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agents will notify the Indemnitor in writing of the commencement thereof. Failure to so notify the Indemnitor shall not relieve the Indemnitor from liability except and only to the extent that the failure materially prejudices the Indemnitor. Throughout the course of such proceeding or investigation, the Agents will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed.

(e) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, and the Indemnified Parties. The foregoing provisions shall survive the execution of this Agreement in accordance with Section 13.

14. Agents’ Obligations.

Subject to the terms and conditions hereof, the obligation of the Agents under this Agreement shall be several and not joint and several. The percentage of the aggregate number of the Offered Securities in respect of which each Agent shall act as agent under the terms of this Agreement shall be as follows:

Paradigm Capital Inc. SCP Resource Finance LP Total	80% 20%
	100%

The Agents agree among themselves that the allocation of the Agents’ Commission, the Corporate Finance Fee and Broker Warrants shall be in accordance with the above percentage allocation.

15. Advertisements.

The Corporation shall, at the Agents’ request, issue a press release announcing the Offering, include a reference to the Agents and their role in any such release or communication, and ensure that any press release concerning the Offering complies with applicable law. If the Offering is successfully completed, the Corporation acknowledges and agrees that the Agents will be permitted to publish, at their own expense, public announcements or other communications relating to the performance of their services in connection with the Offering as they consider appropriate and will be further permitted to post such advertisement, announcements or communications on their website as the Agents consider appropriate, provided such advertisement, announcement or communication complies with Securities Laws.

16. Notices.

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ notice ”) shall be in writing addressed as follows:

(a) If to the Corporation, to:

Maritime Resources Corp. 650 West Georgia Street, Suite 3200 Vancouver, British Columbia V6B 4P7

Attention: Garett Macdonald, President & Chief Executive Officer Email: [Redacted – Personal Information]

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

Aird & Berlis LLP 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9 Attention: Jeffrey Merk Email: [email protected]

(b) If to the Agents, to the Lead Agent as follows:

Paradigm Capital Inc. 95 Wellington Street West, Suite 2101 Toronto, Ontario, Canada M5J 2N7

Attention: Chris Glavin Email: [Redacted – Personal Information]

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

Borden Ladner Gervais LLP Bay Adelaide Centre, East Tower 22 Adelaide Street West Suite 3400 Toronto, ON M5H 4E3 Attention: Cameron A. MacDonald Email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by email transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day before 5:00 p.m., be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by email transmission on a Business Day before 5:00 p.m. shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

17. Time of the Essence.

Time shall, in all respects, be of the essence hereof.

18. Canadian Dollars.

All references herein to dollar amounts are to lawful money of Canada, unless indicated otherwise.

19. Headings.

The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

20. Singular and Plural, etc.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

21. Entire Agreement.

This Agreement constitutes the only agreement among the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings, including, without limitation, the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

22. Severability.

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

23. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Corporation and the Agents irrevocably attorn to the jurisdiction of the courts of the Province of Ontario with respect to any matters arising out of this Agreement.

24. Successors and Assigns.

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation, the Agents and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

25. Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

26. Absence of Fiduciary Relationship.

The Corporation acknowledge and agree that: (a) the Agents have not assumed or will assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and the Agents have no obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (b) the Agents and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

27. Authority of the Lead Agent.

The Lead Agent is hereby authorized by each of the other Agents to act on its behalf and the Corporation shall be entitled to and shall act on any notice given in accordance with this Agreement or any agreement entered into or approval given by or on behalf of the Agents by the Lead Agent, except in respect of any consent to a settlement pursuant to Section 13, which consent shall be given by the Indemnified Party, a notice of termination pursuant to Section 8 or 9, which notice may be given by any of the Agents, which shall be exercised by all the non-defaulting Agents.

28. Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

29. Language.

The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que

la présente convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement

30. Counterparts and Facsimile.

This Agreement may be executed in any number of counterparts and delivered by email or facsimile, each of which so executed and delivered shall constitute an original and all of which taken together shall form one and the same agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

Yours very truly,

PARADIGM CAPITAL INC.

Per: (signed) “Chris Glavin” Chris Glavin Partner, Head of Syndication

SCP RESOURCE FINANCE LP, by its general partner, SCP RESOURCE FINANCE GP INC.

Per: (signed) “David Wargo” David Wargo Chief Executive Officer

The foregoing is hereby accepted on the terms and conditions herein set forth.

Per: (signed) “Garett Macdonald” Garett Macdonald

President & Chief Executive Officer

SCHEDULE “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Capitalized terms used in this Schedule “A” and not defined herein shall have the meanings ascribed thereto in the agency agreement to which this Schedule “A” is annexed (the “ Agency Agreement ”) and the following terms shall have the meanings indicated:

“ Disqualification Event ” means any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

“ Foreign Issuer ” means a “foreign issuer” as that term is defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means any issuer that is (a) the government of any country, or of any political subdivision of a country, other than the United States; or (b) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50% of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or majority of directors are United States citizens or residents, (ii) more than 50% of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

“ Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act;

“ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act; and

“ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Regulation S.

Representations, Warranties and Covenants of the Agents

Each Agent and each U.S. Affiliate acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Agent (on behalf of itself and its U.S. Affiliate) represents, warrants and covenants, severally and not jointly, to the Corporation, as of the date hereof and as of the Closing Date, that:

It, its affiliates and any person acting on its or their behalf has not offered or sold, and will not offer or sell, any of the Offered Securities except (a) in “offshore transactions,” as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S, or (b) to, or for the account or benefit of, persons in the United States or U.S. Persons that are U.S. Accredited Investors or Qualified Institutional Buyers, as applicable, in transactions that are exempt from the registration requirements under the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws, as provided in Sections 2 through 13 below. Accordingly, none of the Agent, its U.S. Affiliate or any persons acting on its or their behalf (other than the Corporation, its respective affiliates or any person acting on its or their behalf, in respect of which no representation is made) has made or will make (except as permitted in Sections 2 through 13 below) (i) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to or for the account or benefit of, persons in the United States or U.S. Persons, (ii) any sale of the Offered Securities

to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States or the Agent reasonably believed that such purchaser was outside the United States and not a U.S. Person, or (iii) any Directed Selling Efforts with respect to the Offered Securities.

It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Securities, except with its U.S. Affiliate, any Selling Group members or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and each Selling Group member appointed by it to agree, for the benefit of the Corporation, to comply with, and shall use commercially reasonable efforts to ensure that its U.S. Affiliate and such Selling Group member complies with, the provisions of this Schedule applicable to the Agent as if such provisions applied directly to the U.S. Affiliate and such Selling Group member.
All offers of Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons by it shall be solicited by the Agent through its U.S. Affiliate, which on the dates of each such offer and subsequent sale by the Corporation, was and will be duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under all applicable state securities laws (unless exempted from such state’s broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., in accordance with all applicable United States state and federal securities (including broker-dealer) laws.
None of the Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf, have solicited or will solicit offers for, or have offered to sell or will offer to sell, any of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Any offer or solicitation of an offer to buy Offered Securities that has been made or will be made to, or for the account or benefit of, a person in the United States or a U.S. Person by it was or will be made only to U.S. Accredited Investors and Qualified Institutional Buyers, as applicable, in compliance with the exemption from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and in transactions that are exempt from registration under applicable state securities laws.
Immediately prior to soliciting any offeree that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person, the Agent, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf, had a pre-existing relationship with such Purchaser and will have reasonable grounds to believe and will believe that each such Purchaser is a U.S. Accredited Investor or a Qualified Institutional Buyer, as applicable, and at the time of completion of each sale by the Corporation to, or for the account or benefit of, a person in the United States or a U.S. Person identified by the Agent through its U.S. Affiliate, the Agent, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such Purchaser designated by the Agent or the U.S. Affiliate to purchase Offered Securities from the Corporation is a U.S. Accredited Investor or a Qualified Institutional Buyer, as applicable,.
Prior to completion of any sale of the Offered Securities by the Corporation to, or for the account or benefit of, a person in the United States or a U.S. Person, or to a person that was offered the Offered Securities in the United States (a “ U.S. Purchaser ”) identified by it, it shall cause each such U.S. Purchaser of the Offered Securities to execute a U.S. Purchaser Certificate attached as Schedule “E” to

the Subscription Agreement or a Qualified Institutional Buyer Letter attached as Schedule “F” to the Subscription Agreement, as applicable, in the form agreed by the Corporation and the Agents.

At least one Business Day prior to the Closing Date, the Transfer Agent for the Corporation will be provided with a list of the names and addresses of all U.S. Purchasers of the Offered Securities, including addresses.
At Closing, the Agent will either: (i) together with its U.S. Affiliate, provide to the Corporation a certificate in the form attached hereto as Exhibit I relating to the manner of the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons; or (ii) be deemed to have represented and warranted to the Corporation, as of the Closing, that it did not and will not offer or sell any of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons.
The Agent will inform, and cause its U.S. Affiliate to inform, each U.S. Purchaser that: (i) the Offered Securities have not been and will not be registered under the U.S. Securities Act or under any state securities laws; (ii) the Offered Securities are being offered and sold to it without registration under the U.S. Securities Act in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in reliance upon similar exemptions from applicable state securities laws; (iii) the Offered Securities will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and can only be offered, sold, pledged or otherwise transferred pursuant to an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws and in compliance with the restrictions set forth in the U.S. Private Placement Memorandum.
None of the Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the Offering of Offered Securities contemplated hereby.
As of the Closing Date, with respect to Offered Securities offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “ Regulation D Securities ”), each Agent effecting such offer or sale of Regulation D Securities represents that none of (i) the Agent or its U.S. Affiliate, (ii) the Agent’s or its U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or its U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or its U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “ Dealer Covered Person ” and, collectively, the “ Dealer Covered Persons ”), is subject to a Disqualification Event, except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof. Neither it nor its affiliates (including its U.S. Affiliate) has paid or will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of Purchasers of the Regulation D Securities.
As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees to and with the Agents, as of the date hereof and as of the Closing Date, that:

The Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Common Shares.
The Corporation is not, and after giving effect to the Offering contemplated by this Agreement and the application of the proceeds of the Offering contemplated by this Agreement, will not be, an “investment company” as such term is defined under the United States Investment Company Act of 1940, as amended, registered or required to be registered under such Act.
The Offered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws 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. Except with respect to sales of Offered Securities to U.S. Accredited Investors and Qualified Institutional Buyers identified by the Agents and the U.S. Affiliates or made by the Corporation to Issuer Direct Purchasers in accordance with this Schedule A, in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions from applicable state securities laws, neither the Corporation nor any of its affiliates, nor any person acting on any of their behalf (other than the Agents, their affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement), has made or will make (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the Purchaser is (i) outside the United States and not a U.S. Person, or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Purchaser is outside the United States and not a U.S. Person.
None of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Agents, their affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement), has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause the exemption provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with this Agreement, or has taken or will take any action that would cause the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities outside the United States to non-U.S. Persons in accordance with this Agreement.
None of the Corporation, any of its affiliates or any person acting on behalf of any of them (other than the Agents, their affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by means of any form of General Solicitation or General Advertising

or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

Neither the Corporation nor any person acting on behalf of the Corporation has, within 30 calendar days prior to the date of this Agreement, sold, offered for sale or solicited any offer to buy any of the Corporation’s securities of the same or similar class as any of the securities comprising the Offered Securities, and will not do so during this Offering and for a period of 30 calendar days following the completion of this Offering, in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration set forth in Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons.
Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
None of the Corporation, its affiliates or any person on any of their behalf (other than the Agents, their affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of the Offered Securities contemplated by this Agreement.
The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue-sky laws in connection with the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons.
None of the Corporation or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.
With respect to the Regulation D Securities, none of the Corporation, any of its predecessors, any “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer or other officer of the Corporation participating in the offering of the Regulation D Securities, any beneficial owner of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (other than any Dealer Covered Person (as defined below), as to whom no representation is made) (each, an “ Issuer Covered Person ” and, together, “ Issuer Covered Persons ”) is subject to any Disqualification Event. The Corporation has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D and has furnished to the Agents a copy of any disclosures provided thereunder. The Corporation has not paid and will not pay, nor is it aware of any person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons (as defined below)) for solicitation of Purchasers of the Regulation D Securities.
Upon receipt of a written request from a Purchaser in the United States, the Corporation shall make a determination if the Corporation as applicable, is a “passive foreign investment company” (a “ PFIC ”) within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended

(the “ Code ”), during any calendar year following the purchase of the Offered Securities by such Purchaser, and if the Corporation determines that it is a PFIC during such year, the Corporation as applicable, will provide to such Purchaser, upon written request, all information that would be required to permit a United States shareholder to make an election to treat the Corporation as applicable, as a “qualified electing fund” for the purposes of the Code.

EXHIBIT 1 TO SCHEDULE “A” FORM OF AGENT’S CERTIFICATE

In connection with the offer and sale of the units (the “ Units ”) of Maritime Resources Corp. (the “ Corporation ”) to, or for the account or benefit of, persons in the United States and U.S. Persons that are U.S. Accredited Investors and/or Qualified Institutional Buyers, pursuant to the Agency Agreement made on April 9, 2025 among Paradigm Capital Inc. and SCP Resource Finance LP (collectively, the “ Agents ”), and the Corporation, the undersigned Agent, [ Name of Agent ], and [ Name of U.S. broker-dealer affiliate of Agent ], its U.S. Affiliate (as defined in Schedule “A” above (the “ U.S. Affiliate ”)), do each hereby certify that:

(a) on the date of this certificate and on the date of each offer, solicitation of an offer and sale of Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, the U.S. Affiliate is and was: (A) a duly registered broker-dealer pursuant to section 15(b) of the U.S. Exchange Act and under the laws of each state where offers and sales of Offered Securities were made (unless exempted from the respective state’s broker-dealer registration requirements), and (B) a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;
(b) all offers of Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons for sale by the Corporation have been and will be effected and arranged by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements;
(c) immediately prior to offering or soliciting offers for the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, we had reasonable grounds to believe and did believe that each offeree was a U.S. Accredited Investor or a Qualified Institutional Buyer, as applicable, and, on the date of this certificate, we continue to believe that each such person purchasing Offered Securities from the Corporation is a U.S. Accredited Investor or a Qualified Institutional Buyer, as applicable;
(d) neither we nor our representatives have (i) utilized any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons or (ii) offered to sell any of the Offered Securities in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
(e) in connection with each sale by the Corporation of Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, we caused each U.S. Purchaser to execute and deliver to the Corporation a U.S. Purchaser Certificate attached as Schedule “E” to the Subscription Agreement or a Qualified Institutional Buyer Letter attached as Schedule “F” to the Subscription Agreement, as applicable, in the form agreed by the Corporation and the Agents;
(f) all U.S. Purchasers have been informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such U.S. Purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and similar exemptions under applicable state securities laws;
(g) neither we, nor any of our affiliates, nor any person acting on our or their behalf have taken or will take, directly or indirectly, any action in relation of Regulation M in connection with the offer and

sale of the Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person;

(h) none of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Offered Securities, (iv) any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Offered Securities or (v) any Dealer Covered Person is subject to any Disqualification Event, except for a Disqualification Event contemplated by Rule 506(d)(2) of the U.S. Securities Act and a description of which has been furnished in writing to the Corporation prior to the date hereof; and (vi) the undersigned is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of the Offered Securities;
(i) the offering of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons has been conducted by us in accordance with the Underwriting Agreement, including Schedule A thereto.

Terms used in this certificate have the meanings given to them in the Agency Agreement (including Schedule “A” thereto), unless otherwise defined herein.

Dated this _ day of _, 2025.

[NAME OF AGENT]

[NAME OF U.S. AFFILIATE]

By: By: Name: Name: Title: Title: