Mayfair Gold Corp.

UNDERWRITING AGREEMENT

March 5, 2021

Mayfair Gold Corp. 1500 - 1055 West Georgia Street Vancouver, BC V6E 4N7

Attention: Patrick Evans, Chief Executive Officer

Eight Capital (the “ Lead Underwriter ”), PI Financial Corp. and Clarus Securities Inc. (each, including the Lead Underwriter, an “ Underwriter ” and together the “ Underwriters ”) understand that, subject to the terms and conditions in this underwriting agreement (this “ Agreement ”), Mayfair Gold Corp. (the “ Corporation ”) proposes to issue and sell to the Underwriters an aggregate of: (i) 4,215,000 common shares (the “ Initial Shares ”) in the capital of the Corporation (the “ Common Shares ”) at a price of $1.85 per Initial Share (the “ Initial Share Price ”); and (ii) 3,731,000 Common Shares to be issued as “flowthrough shares” (the “ FT Shares ”) within the meaning of the Tax Act (as hereinafter defined) on the terms of this Agreement and on the terms of the FT Subscription Agreements (as hereinafter defined) at a price of $2.62 per FT Share (the “ FT Share Price ”). The FT Shares will have the attributes described in the Final Prospectus (as hereinafter defined) and will be issued to purchasers in Canada under the FT Subscription Agreements.

Subject to any required regulatory approval, the Corporation hereby grants to the Underwriters an overallotment option (the “ Over-Allotment Option ”) for the purpose of satisfying over-allotments, if any, and for market stabilization purposes by the Underwriters. The Over-Allotment Option shall entitle the Underwriters to purchase up to an aggregate of 1,191,900 additional Common Shares (the “ Additional Shares ”), at a price equal to the Initial Share Price, for additional gross proceeds of up to $2,205,015, subject to the terms and conditions herein. The Over-Allotment Option shall be exercisable in whole or in part at any time for a period of 30 days after and including the Closing Date (the “ Option Expiry Date ”) and may be exercised prior to the Option Expiry Date by delivery of written notice of the Lead Underwriter, on behalf of the Underwriters, to the Corporation specifying the number of Additional Shares in respect of which the Over-Allotment Option is at such time being exercised. Each Underwriter may purchase its respective percentage of the Additional Shares in respect of which the Over-Allotment Option is exercised.

Where applicable, references to “ Offered Shares ” in this Agreement shall mean the Initial Shares and the FT Shares and references to “ Shares ” in this Agreement shall mean the Offered Shares, the Resale Shares (as hereinafter defined) and Additional Shares, and the offering, sale and purchase of the Shares is referred to as the “ Offering ”.

Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Underwriters severally and not jointly (or jointly and severally), on the basis of the percentages set forth opposite each Underwriter’s name in Schedule A hereto, offer to purchase for resale, or alternatively to arrange, as agent for substituted purchasers (the “ Substituted Purchasers ”) to purchase, from the Corporation, and by its acceptance hereof, the Corporation agrees to sell to the Underwriters and/or Substituted Purchasers all, but not less than all, of the Offered Shares, on the Closing Date (as hereinafter defined), at the Initial Share Price for the Initial Shares and at the FT Share Price for the FT Shares (collectively, the “ Purchase Price ”) for aggregate gross proceeds of $17,572,970 (or $19,777,985 if the Over-Allotment Option is exercised in full). Although the offer to purchase the FT Shares is being made by the Underwriters, the Underwriters will endeavour to arrange for Substituted Purchasers with the effect

that such Substituted Purchasers will be the initial purchasers of the Initial Shares and/or the FT Shares. To the extent that Substituted Purchasers purchase the Initial Shares and/or the FT Shares, the Underwriters shall not be obligated to purchase the Initial Shares and/or the FT Shares so purchased by such Substituted Purchasers. The Lead Underwriter has agreed to act as the representative of the Underwriters in connection with the offer and sale of the Shares.

The Shares shall have the attributes described in and contemplated by the Final Prospectus and may be distributed in each of the provinces and territories of Canada, except Quebec, by the Underwriters pursuant to the Final Prospectus. Subject to applicable law and the terms and conditions of this Agreement, the Shares may also be distributed by the Underwriters outside Canada where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions.

The FT Shares acquired by Substituted Purchasers shall be purchased under FT Subscription Agreements. Where any such FT Subscription Agreements are entered into by an Underwriter on behalf of a Substituted Purchaser, such Underwriter acknowledges and agrees that it will have sufficient authority to execute the FT Subscription Agreements on such basis as agent for and on behalf of the Substituted Purchaser. The Corporation and the Underwriters acknowledge and agree that to the extent that the Underwriters acquire any FT Shares directly, any person to whom the Underwriters resell such FT Shares will not be eligible for the tax benefits available to initial purchasers of FT Shares. The Corporation understands and agrees that the FT Shares may subsequently be: (i) resold by the Substituted Purchasers; or (ii) donated to registered charities who may resell such FT Shares, in each case on the Closing Date, and, in each case, the Underwriters may be asked to facilitate any such resale of FT Shares (the “ Resale Shares ”) in connection with the Offering. The Final Prospectus shall qualify the issuance of the Initial Shares and the FT Shares as well as the distribution of the Resale Shares.

The Underwriters have agreed to reserve up to 1,076,919 of the Initial Shares to be purchased by them hereunder for sale to the Corporation’s directors, officers, employees and business associates and other parties related to the Corporation (collectively, the “ President’s List ”), as set forth in the Final Prospectus. Any Initial Shares and FT Shares not confirmed orally or in writing for purchase by any member of the President’s List by 5:00 p.m. (Toronto time) on the day following the date hereof will be offered to the public by the Underwriters as set forth in the Final Prospectus.

The proceeds of Offering to the Corporation shall be used by the Corporation substantially in accordance with the disclosure set out under “Use of Proceeds” in the Final Prospectus. Any reference in this Agreement to “the purchasers” shall be taken to be a reference to an Underwriter, as an initial committed purchaser, and to the Substituted Purchasers, if any.

In consideration of the Underwriters’ agreement to purchase the Shares from the Corporation, and in consideration of the services to be rendered by the Underwriters in connection therewith, the Corporation will pay to the Underwriters a cash fee per Share purchased by the Underwriters equal to 6.0% of the applicable Purchase Price received by the Corporation, excluding certain orders made by purchasers on the President’s List.

The parties acknowledge that the Shares have not been and will not be registered under the U.S. Securities Act (as hereinafter defined) or the securities laws of any state of the United States (as hereinafter defined). The Shares may be offered and sold to, or for the account or benefit of, Persons in the United States and U.S. Persons (as hereinafter defined) on a private placement basis in accordance with Schedule “E” attached hereto, which Schedule forms a part of this Agreement, and in compliance with U.S. Securities Laws (as hereinafter defined) to Persons who any Underwriter and/or any U.S. Affiliate reasonably believe to be Qualified Institutional Buyers (as defined in Schedule “E”) and U.S. Accredited Investors (as defined in Schedule “E”). The Corporation understands that although this Agreement is presented on behalf of the

Underwriters as purchasers, the Underwriters, in addition to offering and selling Shares to Qualified Institutional Buyers pursuant to Rule 144A under the U.S. Securities Act, may arrange for Substituted Purchasers for the Shares in connection with private placements of the Shares to, or for the account or benefit of, persons in the United States and U.S. Persons in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act and the provisions of this Agreement and, without limiting the foregoing, specifically Schedule “E” to this Agreement.

DEFINITIONS AND INTERPRETATION

In this Agreement, including any schedules forming a part of this Agreement, the following terms shall have the following meanings:

“ Accredited Investor ” has the meaning given to that term in the Securities Act (Ontario) when referring to an Ontario resident and NI 45-106 when referring to a resident of a jurisdiction in Canada other than Ontario.

“ Additional Shares ” means the 1,191,900 additional Common Shares that the Underwriters are entitled to purchase under the Over-Allotment Option at a price equal to the Initial Share Price.

“ Additional Shares Payment ” has the meaning given to it in Section 12(c)(v).

“ Affiliate ” has the meaning given to that term in NI 45-106.

“ Aggregate FT Subscription Price ” means the aggregate gross proceeds from the sale and issue of the FT Shares.

“ Agreement ” means the agreement resulting from the acceptance by the Corporation of the offer made by the Underwriters by this letter, including the schedules attached to this letter, as amended or supplemented from time to time.

“ Alternative Transaction ” means the issuance or sale of securities of the Corporation in excess of 5% (on an as-converted basis, if applicable) of the total number of Common Shares currently issued and outstanding, or the completion of a business transaction involving a change in control of the Corporation or any material Subsidiary thereof, including a merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or any similar transaction, excluding the issuance of securities pursuant to the exercise of convertible securities of the Corporation outstanding on the date hereof and excluding any transaction in which the Lead Underwriter is retained as agent or advisor.

“ Amended Preliminary Prospectus ” means the amended and restated preliminary long form prospectus of the Corporation dated February 8, 2021 relating to the qualification for Distribution of the Shares in the Qualifying Jurisdictions.

“ Amended Preliminary Receipt ” means the receipt issued by the BCSC, as principal regulator under NP 11-202, evidencing that a receipt has been, or has been deemed to be, issued for the Amended Preliminary Prospectus in each of the Qualifying Jurisdictions under the Passport System.

“ Anti-Money Laundering Laws ” has the meaning given to it in Section 6(bb).

“ Associate ” has the meaning given to it in the Securities Act (Ontario).

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

“ BCSC ” means the British Columbia Securities Commission.

“ Business Day ” means a day, other than a Saturday, Sunday or statutory holiday, on which Canadian chartered banks in Toronto, Ontario or Vancouver, British Columbia are open for commercial banking business during normal banking hours.

“ Canadian Exploration Expense ” or “ CEE ” means an expense described in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act, or that would be described in paragraph (h) of that definition if the references therein to “paragraph (a) to (d) and (f) to (g.4)” were a reference to “paragraph (f)”, other than amounts which are: (i) prescribed to be “Canadian exploration and development overhead expense” for the purposes of paragraph 66(12.6)(b) of the Tax Act; (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act; (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act; or (iv) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term “expense” in subsection 66(15) of the Tax Act.

“ Canadian Securities Laws ” means, collectively, the applicable securities laws of each of the Qualifying Jurisdictions emanating from Governmental Authorities including the respective regulations and rules made under those securities laws together with all applicable published national and local instruments, policy statements, notices, blanket orders and rulings of the Canadian Securities Regulators and all discretionary orders or rulings, if any, of the Canadian Securities Regulators and all rules, by-laws and regulations governing the Exchange, all as the same are in effect at the date hereof and as amended, supplemented or replaced from time to time during the period of Distribution.

“ Canadian Securities Regulators ” means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions and “Canadian Securities Regulator” means any one of them.

“ CDS ” means CDS Clearing and Depository Services Inc. and its successors and assigns.

“ CFPOA ” means the Corruption of Foreign Public Officials Act (Canada), as amended.

“ Claims ” has the meaning given to it in Section 16(a)(i).

“ Closing ” means the completion of the Offering on the Closing Date.

“ Closing Date ” means the date on which the Offering will be completed and the Closing will occur, which the Corporation and Underwriters anticipate will be prior to the end of March 2021, as mutually agreed to in writing by the Corporation and the Lead Underwriters, on behalf of the Underwriters but, in any event, not later than the Outside Date.

“ Closing Time ” means 10:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Lead Underwriter, on behalf of the Underwriters, may mutually agree upon.

“ Comfort Letter ” has the meaning given to it in Section 4(a)(i).

“ Commitment Amount ” means the Aggregate FT Subscription Price paid by the purchasers of the FT Shares on the Closing Date for the subscription of the FT Shares.

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

“ Comparables ” has the meaning given to it in NI 41-101.

“ Continuing Underwriters ” has the meaning given to it in Section 20(a).

“ Corporation ” means Mayfair Gold Corp.

“ Corporation Contracts” has the meaning given to it in Section 6(p)(ii).

“ Corporation Laws” has the meaning given to it in Section 6(p)(iii).

“ Corporation OFAC Person” has the meaning given to it in Section 6(qqq).

“ CRA ” means the Canada Revenue Agency.

“ Defaulted Shares ” has the meaning given to it in Section 20(a).

“ Distribution ” means “distribution” or “distribution to the public”, as the case may be, for the purposes of Canadian Securities Laws.

“ Eligible Ontario Exploration Expenditure ” means an expenditure that is an “eligible Ontario exploration expenditure” as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario).

“ Engagement Letter ” means the engagement letter between the Lead Underwriter and the Corporation effective as of September 30, 2020.

“ Environment ” means the natural environment, including, without limitation, the soil, ambient air, surface water, ground water, natural resources, land surface or subsurface strata and those living organisms that interact therewith.

“ Environmental Laws ” has the meaning given to it in Section 6(oo)(i).

“ Environmental Permits ” mean any licences, permits, approvals, consents, certificates, registrations and other authorizations or approvals required or issued pursuant to Environmental Laws.

“ Exchange ” means the TSX Venture Exchange.

“ FCPA ” means the Foreign Corrupt Practices Act of 1977, as amended.

“ Fenn-Gib Property ” has the meaning give to such term in the Prospectus.

“ Final Offering Documents ” means the Prospectus and the Marketing Materials of the Corporation.

“ Final Prospectus ” means the final prospectus of the Corporation to be filed in accordance with Section 1 relating to the qualification of the Distribution of the Shares in the Qualifying Jurisdictions (together with the documents incorporated or deemed incorporated by reference therein including the Template Version of any Marketing Materials).

“ Final Receipt ” means the receipt issued by the BCSC, as principal regulator under NP 11-202, evidencing that a receipt has been, or has been deemed to be, issued for the Final Prospectus in each of the Qualifying Jurisdictions under the Passport System.

“ Financial Information ” means the information under the headings “Selected Financial Information and Management’s Discussion and Analysis”, “Notice to Investors – Financial Statements”, “Consolidated Capitalization” and “Experts and Interests of Experts” of the Prospectus, and the Financial Statements contained in the Offering Documents.

“ Financial Statements ” means the audited consolidated financial statements of the Corporation as at December 31, 2019 and the period from incorporation on July 30, 2019 to December 31, 2019 and the

unaudited interim consolidated financial statements of the Corporation for the three and nine-month periods ended September 30, 2020 and September 30, 2019, together with the notes to such statements and the independent auditor’s report on the annual consolidated financial statements, as included in the Offering Documents.

“ Flow-Through Mining Expenditure ” means an expense which qualifies, once renounced by the Corporation pursuant to the Tax Act, as a “flow-through mining expenditure” of the Substituted Purchaser of FT Shares as defined in subsection 127(9) of the Tax Act or, where the Substituted Purchaser is a partnership, of the members of the Substituted Purchaser, to the extent of their respective shares of the expenses so renounced.

“ Follow-On Transactions ” has the meaning given to it in Section 3(k)(i).

“ FT Indemnified Person ” has the meaning given to it in Section 11(k).

“ FT Share Price ” has the meaning given to it on the face page of this Agreement.

“ FT Shares ” has the meaning given to it on the face page of this Agreement.

“ FT Subscription Agreements ” means the subscription agreements for the FT Shares to be entered into by the Corporation and by the Underwriters on behalf of the purchasers of FT Shares.

“ FT Subscription Price ” means the portion of the Aggregate FT Subscription Price payable by any particular subscriber for the subscription of the FT Shares.

“ Governmental Authority ” means any (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision, agent, commission, board or authority of any of the foregoing; or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and any stock exchange or self-regulatory authority and, for greater certainty, includes the Canadian Securities Regulators, the Exchange and the Investment Industry Regulatory Organization of Canada.

“ Governmental Licenses ” has the meaning given to it in Section 6(ff).

“ Hazardous Substances ” means any chemical, pollutant, contaminant, waste, toxic substance, hazardous substance or other substance or material defined in or regulated pursuant to Environmental Laws including asbestos, mold and petroleum hydrocarbons.

“ IFRS ” means International Financial Reporting Standards.

“ Indemnified Party ” has the meaning given to it in Section 16(a)(i).

“ Indemnifying Party ” has the meaning given to it in Section 16(a)(i).

“ Initial Share Price ” means $1.85 per Initial Share or Additional Share.

“ Initial Shares ” means the 4,215,000 Common Shares the Corporation proposes to issue and sell to the Underwriters at the Initial Share Price pursuant this Agreement.

“ Intellectual Property ” has the meaning given to it in Section 6(cc).

“ Knowledge ” means, as it pertains to the Corporation and where such reference to knowledge is not qualified, the actual knowledge of the Chief Executive Officer and 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 due and applicable inquiry into the relevant subject matter (which for greater certainty shall exclude any due diligence reports or materials prepared by the Underwriters or their counsel).

“ Laws ” means any and all applicable, federal, state, provincial or local laws in Canada and the United States, as applicable, including all statutes, codes, ordinances, decrees, rules, regulations and by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, all published orders, decisions, decrees, directives, policies, guidelines, rulings and awards of any Governmental Authority and general principles of common and civil law and equity, binding on or affecting Person referred to in the context in which the term is used.

“ Lead Underwriter ” means Eight Capital.

“ Leased Properties ” has the meaning given to it in Section 6(hh).

“ Lien ” means any mortgage, charge, pledge, hypothec, claim, security interest, assignment, lien (statutory or otherwise), defect, restriction on transfer, or other encumbrance of any nature, including any arrangement or condition which, in substance, secures payment or performance of an obligation.

“ Lock-Up Agreements ” means the lock-up agreements to be entered into among the Underwriters and the Principal Shareholders, the directors and certain officers of the Corporation listed on Schedule C on the Closing Date in the form attached to this Agreement as Schedule D or such other form as may be acceptable to the Underwriters.

“ Losses ” has the meaning given to it in Section 16(a)(i).

“ Marketing Materials ” has the meaning given to it in NI 41-101.

“ Marketing Materials Amendment ” means any revised Template Version of any Marketing Materials provided to potential investors in connection with the Distribution of Shares.

“Marketing Materials of the Corporation” means the Road Show Presentation, constituting a Template Version of Marketing Materials which was filed with the Securities Commissions in the Qualifying Jurisdictions in accordance with NI 41-101.

“ Material Adverse Effect ” or “ Material Adverse Change ” means any fact, effect, change, event, occurrence, or any development involving a change, that: (i) has had or is reasonably expected to have a material adverse effect or change to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flows, income or business operations of the Corporation as a going concern; or (ii) would result in any Final Offering Document or Offering Document Amendment containing a Misrepresentation.

“ Material Change ” has the meaning given to it in the Securities Act (Ontario).

“ Material Contracts ” means the contracts described in the Final Offering Documents under the heading “Material Contracts”.

“ Material Fact ” has the meaning given to it in the Securities Act (Ontario).

“ MI 11-102 ” means Multilateral Instrument 11-102 – Passport System adopted by the Canadian Securities Administrators other than the Ontario Securities Commission, as amended or replaced.

“ Misrepresentation ” has the meaning given to it in the Securities Act (Ontario).

“ NCI System ” has the meaning given to it in Section 12(a)(v).

“ NI 41-101 ” means National Instrument 41-101 – General Prospectus Requirements adopted by the Canadian Securities Administrators, as amended or replaced.

“NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators, as amended or replaced.

“NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators, as amended or replaced.

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations adopted by the Canadian Securities Administrators, as amended or replaced.

“ NI 52-109 ” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings adopted by the Canadian Securities Administrators, as amended or replaced.

“NI 52-110 ” means National Instrument 52-110 – Audit Committees adopted by the Canadian Securities Administrators, as amended or replaced.

“ Notice ” has the meaning given to it in Section 27(a).

“ NP 11-202 ” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions adopted by the Canadian Securities Administrators, as amended or replaced.

“ OFAC ” has the meaning given to it in Section 6(qqq).

“ Offered Shares ” means, collectively, the Initial Shares and the FT Shares.

“ Offered Shares Payment ” has the meaning given to it in Section 12(a)(v).

“ Offering ” means the offering of the Shares pursuant to the Prospectus as described in the “Plan of Distribution” section of the Prospectus.

“ Offering Document Amendment ” means any Prospectus Amendment or Marketing Materials Amendment.

“ Offering Documents ” means, collectively, the Prospectus, the Marketing Materials and any Supplementary Material.

“ Option Closing ” means completion of the issue and sale by the Corporation and the purchase by the Underwriters of the Additional Shares pursuant to this Agreement.

“ Option Closing Date ” means the date, which shall be a Business Day, as set out in the Option Notice or such other date as the Corporation and the Underwriters may agree upon in writing.

“Option Closing Time ” means 5:00 p.m. (Toronto time) on the date as set out in the Option Notice.

“ Option Expiry Date ” means the 30[th] day after and including the Closing Date.

“ Other Agreements ” has the meaning given to it in Section 11(o).

“ Outside Date ” means December 31, 2022.

“ Over-Allotment Exercise Notice ” has the meaning given to it under Section 12(c)(iii).

“ Over-Allotment Option ” means the over-allotment option granted to the Underwriters by the Corporation entitling the Underwriters to purchase the Additional Shares at a price equal to the Initial Share Price, exercisable in whole or in part by the Option Expiry Date by delivery of written notice of the Lead Underwriter, on behalf of the Underwriters, to the Corporation specifying the number of Additional Shares being exercised, for the purpose of satisfying over-allotments, if any, and for market stabilization purposes, subject to any required regulatory approval.

“ Passport System ” means the passport system procedures provided for under NP 11-202 and MI 11-102.

“ Person ” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or any other entity, including any regulatory authority or Governmental Authority.

“ Prescribed Forms ” means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act, filed or to be filed by the Corporation within the prescribed time renouncing to the Substituted Purchasers of FT Shares the Qualifying Expenditures incurred pursuant to the FT Subscription Agreements and all parts or copies of such forms required by the CRA, when applicable, to be delivered to the Substituted Purchasers of FT Shares.

“ President’s List ” means directors, officers, employees and business associates and other parties related to the Corporation, as set forth in the Final Prospectus.

“ Preliminary Prospectus ” means the preliminary prospectus prepared by the Corporation dated January 13, 2021 relating to the Distribution of the Initial Shares and Additional Shares in the Qualifying Jurisdictions.

“ Preliminary Receipt ” means the receipt issued by the BCSC, as principal regulator under NP 11-202, evidencing that a receipt has been, or has been deemed to be, issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions under the Passport System.

“ Principal Business Corporation ” means a “principal-business corporation” as defined in subsection 66(15) of the Tax Act.

“ Principal Shareholder ” means, collectively, each securityholder of the Corporation: (i) that, directly or indirectly (together with such securityholder’s Associates and Affiliates), holds Common Shares prior to the Closing Date; and (ii) that will hold, directly or indirectly (together with such securityholder’s Associates and Affiliates), more than 10% of the issued and outstanding Common Shares following the Closing.

“ Prospectus ” means collectively the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus.

“ Prospectus Amendment ” means any amendment to the Preliminary Prospectus, the Amended Preliminary Prospectus or the Final Prospectus.

“ Purchase Price ” means the applicable purchase price payable per Share.

“ Qualifying Expenditure ” means an expense which is a CEE and which will qualify as (i) a Flow-Through Mining Expenditure, and (ii) an Eligible Ontario Exploration Expenditure in the case of a purchaser that is an individual (other than a trust) that is resident on Ontario on the last day of the taxation year and who is not bankrupt at any time in the taxation year, unless the individual is granted an absolute discharge from bankruptcy before the end of the year.

“ Qualifying Jurisdictions ” means, collectively, each of the provinces and territories of Canada, excluding Quebec, the United States and such other jurisdictions as the Underwriters and the Corporation may agree where Shares are offered and sold and “ Qualifying Jurisdiction ” means any one of them.

“ Refusing Underwriter ” has the meaning given to it in Section 20(a).

“ Release” means the spilling, leaking, emptying, dumping, disposing, discharging, emitting, depositing, ejecting, leaching, escaping or any other release whether intentional or unintentional, of any Hazardous Substance.

“ Resale Shares ” means those FT Shares that may subsequently be resold by the Substituted Purchasers or donated to registered charities who may resell such FT Shares on the Closing Date.

“ Returns” has the meaning given to it in Section 6(fff)(i).

“ Reporting Issuer ” has the meaning given to it in the Securities Act (Ontario).

“ Road Show Presentation ” means the Template Version of the road show presentation dated February 8, 2021 filed with the Canadian Securities Regulators on February 8, 2021.

“ Sanctioned Country ” has the meaning given to it in Section 6(qqq).

“ Sanctions ” has the meaning given to it in Section 6(qqq).

“ Selling Firm ” has the meaning given to it in Section 3(b).

“ Shares ” means, collectively, the Offered Shares, the Resale Shares and the Additional Shares.

“ Standard Term Sheet ” has the meaning given to it in NI 41-101.

“ Stock Option Plan ” means the stock option plan of the Corporation dated effective February 24, 2020.

“ Subsidiary ” has the meaning specified in NI 45-106.

“ Substituted Purchasers ” has the meaning ascribed thereto on the face page hereof.

“ Supplementary Material ” means any documents supplemental to the Prospectus and filed with the Canadian Securities Regulators, including any amending or supplementary prospectus or other supplemental documents (including documents incorporated by reference after the date of the Prospectus) or similar documents.

“ Survival Limitation Date ” means the third anniversary of the Closing Date.

“ Tax Act ” means the Income Tax Act (Canada), as amended, including the regulations promulgated thereunder.

“ Technical Report ” has the meaning give to such term in the Prospectus.

“ Template Version ” has the meaning given to it in NI 41-101 and includes any revised template version of Marketing Materials as contemplated in NI 41-101.

“ Test-the-Waters Communication ” means any oral or written communication with potential investors undertaken in reliance on section 13.4 of NI 41-101.

“ Transfer Agent ” means Computershare Investor Services Inc. at its regional office in Vancouver, British Columbia.

“ U.S. Affiliate ” means the U.S. registered broker-dealer affiliate of an Underwriter.

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

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

“ U.S. Placement Memorandum ” means each U.S. private placement memorandum, in form and substance acceptable to the Underwriters and the Corporation, which has attached thereto, a copy of the Preliminary Prospectus or the Final Prospectus, or any amendment or supplement thereto, delivered or to be delivered to offerees and purchasers of Shares who are, or who are acting for the account or benefit of, Persons in the United States and U.S. Persons pursuant to the terms and conditions hereof.

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended.

“ U.S. Securities Laws ” means all applicable securities Laws in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and any applicable state securities Laws.

“ Underwriters ” means the Lead Underwriter, PI Financial Corp. and Clarus Securities Inc.

“ Underwriters’ Information ” means information and statements relating solely to the Underwriters which have been provided by the Underwriters to the Corporation in writing specifically for use in any Offering Document.

“ Underwriting Fee ” has the meaning given to it in Section 12(a)(iv).

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

Capitalized terms used but not defined in this Agreement have the meanings given to them in the Final Prospectus.

All words and personal pronouns relating to those words will be read and construed as the number and gender of the party or parties referred to in each case required and the verb will be construed as agreeing with the required word and/or pronoun.

The words “ Agreement ”, “ hereunder ”, “ hereof ”, “ hereto ” and similar phrases mean and refer to the agreement formed as a result of the acceptance by the Corporation and of this offer by the Underwriters to purchase the Offered Shares and any Additional Shares, as applicable.

Any reference in this Agreement to a section, paragraph, subsection, subparagraph, clause or subclause will refer to a section, paragraph, subsection, subparagraph, clause or subclause of this Agreement.

All references to “ dollars ” or “ $ ” in this Agreement are to Canadian dollars, unless otherwise expressly stipulated.

The schedules to this Agreement are incorporated by reference in, and form an integral part of, this Agreement for all purposes of it.

TERMS AND CONDITIONS

1. Compliance with Securities Laws.

(a) The Corporation hereby represents and warrants to, and agrees with, each Underwriter that:
(i) The Corporation has prepared and filed the Preliminary Prospectus and the Amended Preliminary Prospectus with the Canadian Securities Regulators and has obtained pursuant to NP 11-202 the Preliminary Receipt and the Amended Preliminary Receipt.
(ii) The Corporation has prepared, in consultation with the Lead Underwriter, and the Corporation has filed the Marketing Materials of the Corporation with the Canadian Securities Regulators.
(iii) The Corporation covenants with the Underwriters that it shall, on March 5, 2021(or such later date as may be agreed to in writing by the Corporation and the Underwriters), have prepared and filed the Final Prospectus in a form approved by the Underwriters, acting reasonably, and shall have obtained pursuant to NP 11202 the Final Receipt on March 5, 2021.
(iv) The Corporation will promptly fulfill and comply with, to the satisfaction of the Underwriters, acting reasonably, Canadian Securities Laws required to be fulfilled or complied with by the Corporation to enable the Shares to be lawfully distributed in the Qualifying Jurisdictions through the Underwriters or their respective Affiliates or any other investment dealers or brokers registered in such jurisdictions.

(b) With respect to Test-the-Waters Communications, the Corporation hereby represents and warrants to, and agrees with, each Underwriter that:

(i) The Corporation has not: (a) alone engaged in any Test-the-Waters Communication other than Test-the-Waters Communications with the consent of the Lead Underwriter with entities that are Accredited Investors; and (b) authorized anyone other than the Lead Underwriter to engage in Test-the-Waters Communications. The Corporation reconfirms that the Lead Underwriter has been authorized to act on its behalf in undertaking any Test-the-Waters Communication. The Corporation has not distributed, or authorized anyone else to distribute, any written Test-the-Waters Communications other than those listed in Schedule B hereto.
(ii) Each individual written Test-the-Waters Communication does not conflict with the information contained in the Offering Documents.
(iii) From the time of the initial filing of the Preliminary Prospectus with the Canadian Securities Regulators (or, if earlier, the first date on which the Corporation engaged directly or through any person authorized to act on its behalf in any Test-theWaters Communication) through the date hereof, the Corporation has not been and is not a Reporting Issuer.

2. Due Diligence.

Prior to the filing of the Prospectus (or any Prospectus Amendment), the Corporation shall permit the Underwriters to review and participate in the preparation of the Final Offering Documents (or any Offering Document Amendment) and the Corporation shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires in order to fulfill its obligations under Canadian Securities Laws in order to enable it to responsibly execute the certificate in the Prospectus (or any Prospectus Amendment) required to be executed by it. Up to the later of the Closing Date (or the Option Closing Date, as the case may be) and the date of completion of the Distribution of the Shares, the Corporation shall allow each of the Underwriters to conduct any due diligence investigations that any of them reasonably requires to confirm as at any date that it continues to have reasonable grounds for the belief that the Final Offering Documents (or any Offering Document Amendment) do not contain a Misrepresentation as at such date or as at the date of such Final Offering Documents (or Offering Document Amendment).

3. Distribution and Certain Obligations of the Underwriters.

(a) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for Substituted Purchasers for the Shares. It is further understood that the Underwriters agree to purchase or cause to be purchased the Shares, and if the Over-Allotment Option is exercised, the Additional Shares being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase Shares at the applicable Purchase Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Shares, the obligations of the Underwriters to do so will be reduced by the number of Shares purchased by the Substituted Purchasers from the Corporation (but shall not relieve the Underwriters from paying to the Corporation the applicable Purchase Price per Share purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “purchasers” shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.

(b) The Corporation agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Distribution of the Shares. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the Distribution of the Shares (a “ Selling Firm ”) to, comply with the Canadian Securities Laws in connection with the Distribution of the Shares and shall offer the Shares for sale to the public directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the Final Offering Documents, any Offering Document Amendment and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Shares only in those jurisdictions where the Shares may be lawfully offered for sale or sold. Each Underwriter, or other registered dealer or broker, will deliver to the Corporation an FT Subscription Agreement in respect of the FT Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of FT Shares. Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the FT Subscription Agreements on behalf of the purchasers of FT Shares.

(c) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Shares in a manner that complies with all applicable Laws in each jurisdiction

into and from which they may offer to sell the Shares or distribute the Final Offering Documents (or any Offering Document Amendment) in connection with the Distribution of the Shares and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver, as the case may be, any Shares or Final Offering Documents (or any Offering Document Amendment) or any other document to any Person in any jurisdiction, except in a manner which will not require the Corporation to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions other than the Qualifying Jurisdictions.

(d) The Corporation acknowledges and agrees that the Underwriters are acting severally and not jointly (or jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement), and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or by any Selling Firm appointed by any other Underwriter.

(e) For the purposes of this Section 3, the Underwriters shall be entitled to assume that the Shares are qualified for Distribution in any Qualifying Jurisdiction where a Final Receipt shall have been obtained pursuant to NP 11-202 following the filing of the Final Prospectus in each of the Qualifying Jurisdictions.

(f) In connection with the Distribution of the Shares:
(i) the Corporation shall prepare, in consultation with the Lead Underwriter, any Marketing Materials (including any Template Version thereof) to be provided to potential investors in Shares, and approve in writing any such Marketing Materials (including any Template Version thereof), as may reasonably be requested by the Underwriters, such Marketing Materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably;
(ii) the Lead Underwriter shall, on behalf of the Underwriters, approve in writing any such Marketing Materials (including any Template Version thereof), as contemplated by Canadian Securities Laws, prior to any Marketing Materials being provided to potential investors in Shares and filed with the Canadian Securities Regulators;
(iii) the Corporation shall, to the extent required by Canadian Securities Laws, file any such Marketing Materials (including any Template Version thereof) with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Lead Underwriter, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor in Shares;
(iv) any Comparables and any disclosure relating to such Comparables shall be redacted from the publicly available Template Version of any Marketing Materials in accordance with NI 41-101 prior to filing such Template Version with the Canadian Securities Regulators; and

(v) the Corporation shall deliver a complete Template Version (including all Comparables) of the Marketing Materials of the Corporation to the Canadian Securities Regulators.

(g) The Corporation and each Underwriter agrees, during the Distribution of the Shares, not to provide any potential investors in the Shares with any materials or information in relation to the Distribution of the Shares or the Corporation other than:

(i) Marketing Materials that have been approved and filed in accordance with this Section 3;
(ii) any Standard Term Sheets (provided they are in compliance with Canadian Securities Laws); and
(iii) the Offering Documents.

(h) The Corporation shall prepare and file a Marketing Materials Amendment provided to potential investors in connection with the Offering of the Shares where required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised Template Version.

(i) Notwithstanding Section 3(e) and Section 3(f), following the approval and filing of any Template Version of any Marketing Materials in accordance with Section 3(e), the Underwriters may provide a limited-use version of such Marketing Materials to potential investors in Shares in accordance with Canadian Securities Laws.

(j) No Underwriter will be liable under this Section 3 with respect to a default by any of the other Underwriters or a Selling Firm appointed by any of the other Underwriters.

(k) Follow-On Transactions:
(i) The Corporation understands that following the Closing, some or all of the FT Shares may be resold by Substituted Purchasers, donated by the purchasers of FT Shares to one or more charities and subsequently may be sold to investors by the charity or charities, or otherwise be dealt with in a follow-on transaction (collectively, the “ Follow-On Transactions ”).
(ii) The Underwriters acknowledge that the Corporation has no knowledge of the Follow-On Transactions other than that they may or may not occur, and that the Corporation will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities required as a result.
(iii) The Underwriters do not act, and will not purport to act, as agent or representative of the Corporation in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriters in connection with any Follow-On Transaction are excluded from this Agreement. The consideration payable to the Underwriters hereunder is for the Underwriter’s services in respect of the Offering only. The parties further acknowledge that the Corporation is not entitled, and

will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur.

(iv) The Corporation shall not be liable or responsible for any breach of any covenant or representation given in this Agreement in respect of the renunciation of any expenses or other provisions in respect thereof if the FT Shares are “prescribed shares” under subsection 6202.1(1) of the regulations to the Tax Act as a result of the Follow-On Transactions. The FT Subscription Agreements will contain express provisions of the subscriber (binding on any beneficial purchaser) to this effect, as well as representations and warranties to the effect that the subscriber, any beneficial purchaser for whom the subscriber is acting, and if a partnership every partner thereof, is and will be dealing at “arm’s length” (within the meaning of the Tax Act) with the Corporation at all relevant times, and other relevant representations, warranties and covenants.

4. Delivery of Documents and Offering Documents Amendments.

(a) The Corporation shall deliver, or cause to be delivered, to each of the Underwriters and the Underwriters’ counsel at the respective times indicated, the following documents:

(i) prior to the filing of the Final Prospectus, a “long-form” comfort letter (the “ Comfort Letter ”) from Davidson & Company LLP with respect to the information contained in the Prospectus (with the requisite procedures to be completed by such auditors not more than two Business Days prior to the date of this Agreement) addressed to the Underwriters and the directors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, containing statements and information of the type ordinarily included in “comfort letters” to underwriters in connection with the Offering;
(ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a copy of the letter from the Exchange advising the Corporation that conditional approval of the listing of the Common Shares of the Corporation has been granted by the Exchange, subject to the satisfaction of customary conditions as set out therein;
(iii) prior to the filing of the Final Prospectus, a copy of the letter from the Exchange advising the Corporation that approval of the Stock Option Plan has been granted by the Exchange;
(iv)
prior to the filing of the Final Prospectus:
(A) a copy of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus, in each case in the English language, signed and certified (other than by the Underwriters) as required by Canadian Securities Laws applicable in the Qualifying Jurisdictions; and
(B) a copy of any other document required to be filed along with the Final Prospectus by the Corporation under Canadian Securities Laws.

(b) During the period from the date of this Agreement until the later of the Closing Date (or the Option Closing Date, as the case may be) and the date of completion of the Distribution of the Shares, the Corporation will prepare, with the input of the Underwriters, and the Corporation will file promptly after consultation with the Underwriters, any Prospectus Amendment and Marketing Materials Amendment which, in the opinion of the Underwriters or the Corporation, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Shares for Distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the Distribution of the Shares.

(c) If the Corporation is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file any Prospectus Amendment or Marketing Materials Amendment, the Corporation shall prepare and deliver promptly to the Underwriters, signed and certified (other than by the Underwriters) copies of such Prospectus Amendment or Marketing Materials Amendment. Concurrently with the delivery of any Prospectus Amendment or Marketing Materials Amendment, the Corporation shall deliver, or cause to be delivered, to the Underwriters, with respect to such Prospectus Amendment and Marketing Materials Amendment, documents similar to those referred to in Section 4(a)(i).

(d) The Underwriters shall deliver a copy of any applicable Offering Document Amendment to each purchaser of Shares from the Underwriters.

(e) In addition to the matters set out in Section 4(b) and Section 4(c) and in Section 10, the Corporation will, in good faith, discuss with the Underwriters any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 10 and will consult with the Underwriters with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Prospectus Amendment or Marketing Materials Amendment will be filed with any Canadian Securities Regulator prior to review by the Underwriters and their counsel, and the Corporation shall permit the Underwriters to review and participate in the preparation of any Offering Document Amendment, and the Corporation shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires in order to fulfill its obligations as an underwriter under Canadian Securities Laws in order to enable it to responsibly execute the certificate in any Prospectus Amendment required to be executed by it.

(f) In addition, if, prior to the completion of the Distribution of the Shares by the Underwriters, any event shall occur as a result of which it is necessary, in the reasonable opinion of the Corporation, after consultation with the Underwriters, to amend or supplement the Final Offering Documents in order that the Final Offering Documents not include a Misrepresentation, the Corporation will forthwith amend or supplement the Final Offering Documents by preparing, with the input of the Underwriters, signed and certified (other than by the Underwriters), and furnishing to each Underwriter an Offering Document Amendment so that, as so amended or supplemented, the Final Offering Documents will not include a Misrepresentation.

Representations and Warranties of the Corporation - Offering Documents.

(a) Filing of the Prospectus, the Marketing Materials of the Corporation, any Prospectus Amendment or Marketing Materials Amendment shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective filing dates:

(i) the information and statements (except the Underwriters’ Information) constitute full, true and plain disclosure of all Material Facts relating to the Corporation and the Shares as required by Canadian Securities Laws;
(ii) except with respect to any Underwriters’ Information, such documents comply fully with the requirements of Canadian Securities Laws; and
(iii) the statistical and market-related data included in the Prospectus, the Marketing Materials of the Corporation, any Prospectus Amendment or Marketing Materials Amendment are based on or derived from sources that are, to the Knowledge of the Corporation, reliable and accurate in all material respects.

Such filings shall also constitute the Corporation’s consent to the Underwriters’ use of the Prospectus, the Marketing Materials of the Corporation, any Prospectus Amendment or Marketing Materials Amendment in connection with the Distribution of the Shares in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws.

(b) The Corporation has prepared and delivered to the Underwriters copies of:
(i) the Preliminary Prospectus; and
(ii) the Amended Preliminary Prospectus,

each for use by the Underwriters in connection with their respective solicitation of purchases of, or Offering of, the Shares.

(c) The Corporation represents and warrants to the Underwriters that:
(i) as of the date of filing of the Preliminary Prospectus, the Preliminary Prospectus;
(ii) as of the date of filing of the Amended Preliminary Prospectus, the Amended Preliminary Prospectus;
(iii) as of the date of filing of the Final Prospectus, the Final Offering Documents;
(iv) as of the Closing Time (or the Option Closing Time, if applicable), the Final Offering Documents and any Offering Document Amendment; and
(v) as of the date of filing of any Offering Document Amendment (or as of the date thereof, in the absence of filing), the Offering Document Amendments,

did not, do not or will not, as the case may be, contain a Misrepresentation; provided that this representation and warranty shall not apply to any of the Underwriters’ Information.

6. Representations and Warranties of the Corporation - General.

The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Shares, that:

(a) Since the respective dates as of which information is given in the Final Offering Documents or any Offering Document Amendment, except as otherwise stated therein:

(i) there has been no Material Adverse Change;
(ii) there have been no transactions entered into by the Corporation, other than those in the ordinary course of business; and
(iii) there has been no dividend or Distribution of any kind declared, paid or made by the Corporation on any class of its shares.

(b) The Corporation is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the Province of British Columbia, has the corporate power and authority to own, lease and operate its properties and assets (including licenses and other similar rights) and to conduct its business as described in each Final Offering Document and any Offering Document Amendment, and is registered to transact business and is in good standing under the laws of all jurisdictions in which its business is carried on or in which it owns or leases properties, except where the failure to be registered to transact business or in good standing would not have a Material Adverse Effect.

(d) At Closing, the Corporation will have an authorized share capital consisting of an unlimited number of Common Shares, of which an aggregate of 67,511,485 Common Shares will be issued and outstanding. No Person, firm or Corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued Common Shares of the Corporation or any right to convert any obligation into or exchange any Common Shares of the Corporation, or for the purchase or acquisition of the assets or property of any kind of the Corporation, except as otherwise referred to in the Final Offering Documents. All of the issued and outstanding Common Shares of the Corporation (including the Offered Shares and any Additional Shares) to be issued and outstanding immediately following the Closing will by such time have been duly and validly authorized and issued as fully paid and non-assessable, and none of the outstanding Common Shares will be issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation.

(e) The Corporation has the requisite corporate power, authority and capacity to enter into this Agreement and the Material Contracts, and to perform its obligations hereunder and thereunder.

(f) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms and each of the other Material Contracts has been or will have been at the Closing Time duly authorized, executed and delivered by the Corporation and is or will at the Closing Time constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance

with its terms; except as enforcement hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law.

(g) The rights, privileges, restrictions, conditions and other terms attaching to the Common Shares will at Closing and the Option Closing conform in all material respects to the respective descriptions thereof contained in the Final Offering Documents.

(h) The Financial Statements contained in the Final Offering Documents have been prepared in conformity with IFRS, consistently applied throughout the periods involved, and comply as to form in all material respects with the applicable accounting requirements of Canadian Securities Laws and the BCBCA. Such Financial Statements present fairly in all material respects the financial position, financial performance and cash flows of the Corporation as at the dates and for the periods of such Financial Statements. The other Financial Information included in the Final Offering Documents presents fairly in all material respects the information shown therein and, other than those aspects of the nonIFRS measures that are not derived from the Financial Statements, has been compiled on a basis consistent with that of the Financial Statements.

(i) Except as disclosed in the Final Offering Documents including the Financial Statements contained therein, the Corporation has no outstanding debentures, notes, mortgages or other indebtedness that is material to the Corporation.

(j) The Corporation has not, nor on the Closing Date will have, incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding, except:

(i) as disclosed or contemplated in the Final Offering Documents including the Financial Statements contained therein; and
(ii) as incurred in the ordinary course of business by the Corporation and which do not have a Material Adverse Effect.

(k) Except as disclosed in the Final Offering Documents including the Financial Statements contained therein, since December 31, 2019:

(i) there has not been any change in the share capital, long-term debt, financial condition or operations of the Corporation other than changes in the ordinary course of business;
(ii) the business of the Corporation has been carried on in the ordinary course;
(iii) none of the property or assets of the Corporation shown or reflected in the Financial Statements has been transferred, assigned, sold, distributed, distributed by way of dividend or otherwise disposed of other than in the ordinary course of business; and
(iv) the Corporation has not cancelled any material debts or entitlements other than in the ordinary course of business.

(l) Davidson & Company LLP is independent in accordance with the rules of professional conduct applicable to auditors in Canada, and applicable Canadian Securities Laws, and there has not been any reportable event (within the meaning of NI 51-102) with such auditors with respect to audits of the Corporation.

(m) The Corporation has devised and maintained, or will devise and maintain by the time following the Closing, by which it will be required to do so under Canadian Securities Laws, a system of disclosure controls and procedures designed to ensure that information required to be disclosed by it under Canadian Securities Laws will be recorded, processed, summarized and reported within the time periods specified in the Canadian Securities Laws. Such disclosure controls and procedures will include controls and procedures designed to ensure that information required to be disclosed will be accumulated and communicated to the management of the Corporation, including one of the chief executive officer and the chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and such disclosure controls and procedures are and will be effective.

(n) The Corporation has established and maintains, or will establish and maintain, by the time following the Closing by which it will be required to do so under Canadian Securities Laws, a system of internal accounting controls and internal control over financial reporting which is, and in the case of the Corporation will be, effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. As of the date hereof, the Corporation has no Knowledge of any “material weaknesses” in its internal control over financial reporting (as defined in NI 52-109).

(o) Since December 31, 2019, there has been no change in the Corporation’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

(p) Except as disclosed in the Final Offering Documents including the Financial Statements contained therein, the Corporation is not in violation or default of, nor will the execution of the Material Contracts, and the performance by the Corporation of its obligations hereunder and thereunder, result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the imposition of any Lien upon any property or assets of the Corporation pursuant to:

(i) any term or provision of the constating documents or by-laws of the Corporation or any resolution of the directors or shareholders of the Corporation;
(ii) any contract (including the Material Contracts), mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease (including for real property) or licence to which the Corporation is a party or bound or to which any of the business, operations, property or assets of the Corporation is subject (collectively, “ Corporation Contracts ”); or

(iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Corporation or its business, operations or assets, of any court, Governmental Authority, arbitrator or other authority having jurisdiction over the Corporation (collectively, “ Corporation Laws ”),

except, in the case of clauses (ii) and (iii) above, for any such default or violation that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q) There are no business relationships, related-party transactions or off-balance sheet transactions involving the Corporation or any other Person required to be described in the Final Offering Documents which have not been described as required under IFRS; and there are no contracts or other documents that are required to be described in the Final Offering Documents under Canadian Securities Laws.

(r) All material Corporation Contracts have been made available to the Underwriters in the Corporation’s data room, and all Corporation Contracts are valid and binding obligations of the Corporation and are in good standing; and

(i) no event of default or event which after the giving of notice or the lapse of time or both would constitute an event of default, has occurred and is outstanding under any Corporation Contracts;
(ii) the Corporation has no Knowledge of any default by the other parties to each Corporation Contract; and
(iii) the Corporation has not waived any rights under any Corporation Contract.

(s) There is no requirement to obtain a consent, approval or waiver of a party under any Corporation Contract to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers that will be obtained prior to Closing or that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(t) No securities commission, stock exchange or comparable authority has issued any order preventing or suspending the use of the Prospectus or any Prospectus Amendment, nor instituted proceedings for that purpose and, to the Knowledge of the Corporation, no such proceedings are pending, contemplated or threatened.

(u) At or prior to Closing, the Transfer Agent will have been duly appointed as registrar and transfer agent for the Common Shares.

(v) There is no litigation or governmental or other proceeding or investigation at law or in equity before any court or before or by any federal, provincial, state, municipal or other governmental or public department, commission, board, agency or body, domestic or foreign, in progress or, to the Knowledge of the Corporation, pending, contemplated or threatened against, or involving the assets, properties or business of, the Corporation which is material or which would adversely affect the consummation of the transactions contemplated by the Material Contracts, or the performance by the Corporation of its obligations hereunder and thereunder.

(w) The Corporation is in compliance with the provisions of applicable federal, provincial, state, local and foreign laws and regulations respecting employment:

(i) no labour dispute with the employees of the Corporation exists or, to the Knowledge of the Corporation is pending, contemplated or threatened or imminent, and the Corporation has no Knowledge of any existing or imminent labour disturbance by the employees of the Corporation’s principal suppliers and contractors, which in either case, could, individually or in the aggregate, have a Material Adverse Effect;
(ii) the labour relations of the Corporation are satisfactory; and
(iii) no collective agreement or collective bargaining agreement or modification thereof has expired and none is currently being negotiated by the Corporation.

(x) None of the suppliers of the Corporation has notified the Corporation, and to the Knowledge of the Corporation, there is no reason to believe, that any such suppliers do not intend to continue dealing with the Corporation on substantially the same terms as presently conducted, subject to changes in pricing and volume in the ordinary course.

(y) None of the third-party partners of the Corporation has notified the Corporation, and to the Knowledge of the Corporation, there is no reason to believe, that such partner does not intend to continue dealing with the Corporation on substantially the same terms as presently conducted.

(z) Except as disclosed in the Final Offering Documents, there are no bonuses, Distributions or excess salary payments which will be payable by the Corporation to any employee of the Corporation after the Closing Date relating to their employment with the Corporation.

(aa) There are no material workers’ compensation claims pending against the Corporation and to the Knowledge of the Corporation:

(i) none of the executive officers of the Corporation have any plans to terminate his or her employment;
(ii) none of the executive officers or employees of the Corporation is subject to any secrecy or non-competition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such executive officer or employee to carry out fully all activities of such employee in furtherance of the Corporation’s business; and
(iii) none of the executive officers or employees of the Corporation have any claim with respect to any Intellectual Property rights of the Corporation.

(bb) To the Knowledge of the Corporation, the operations of the Corporation are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and all other applicable anti-money laundering and anti-terrorist statutes of the jurisdictions in which the Corporation conducts business, the rules and

regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Anti-Money Laundering Laws ”); and no action, suit or proceeding by or before any court or Governmental Authority or body or any arbitrator involving the Corporation with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of the Corporation, threatened.

(cc) The Corporation owns or has the right to use all patents, patent rights, licences, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade-marks, service marks, trade names or other intellectual property (collectively, “ Intellectual Property ”) and all technology used or held for use in the conduct of the business now operated or proposed to be operated by the Corporation without any conflict with or infringement upon the rights of others, in each case with such exceptions as would, individually or in the aggregate, not result in a Material Adverse Effect and subject to limitations contained in any applicable license agreement; provided , however, that no representation or warranty is made as to the extent to which ownership of or right to use any particular Intellectual Property or technology includes the exclusive right to use such Intellectual Property or technology and to the Knowledge of the Corporation there is no:

(i) infringement by third parties of such Intellectual Property; or
(ii) action, suit, proceeding or claim pending or threatened by others challenging the Corporation’s rights in or to any Intellectual Property or the validity or scope of any Intellectual Property owned, licensed or commercialized by the Corporation,

and the Corporation has no Knowledge of any other fact which could form a basis for any such action, suit, proceeding or claim in each case, except as would individually or in the aggregate, not result in a Material Adverse Effect.

(dd) The Corporation has not taken, nor will the Corporation take, any action which is designed to or which constitutes or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Shares.

(ee) No approval, authorization, consent or other order of, permit, qualification, license, decree, and no filing, registration or recording with, any Governmental Authority having jurisdiction over the Corporation is required for the performance by the Corporation of its obligations under the Material Contracts, the issuance, sale and delivery of the Shares or the consummation of the transactions contemplated by the Material Contracts, except as have been or will be obtained or made prior to Closing.

(ff) The Corporation possesses all permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to hold such Governmental Licenses would not, individually or in the aggregate, result in a Material Adverse Effect. The Corporation is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, result in a Material Adverse Effect.

(gg) The Corporation has good and marketable title to all personal and movable properties owned by it, in each case, free and clear of any Lien other than:

(i) those described in the Final Offering Documents including the Financial Statements contained therein; or
(ii) those that do not, individually or in the aggregate, affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Corporation.

(hh) Any real property and buildings held under lease by the Corporation (the “ Leased Properties ”) are held by it under valid, subsisting and enforceable leases. The buildings, improvements, fixtures and other structures located on the Leased Properties, and the operation and maintenance thereof, as now operated and maintained comply in all respects with all applicable Laws, municipal or otherwise and there are no expropriation or similar proceedings, actual or threatened, of which the Corporation have received notice against or in respect of the Leased Properties or any part thereof.

(ii) The Corporation leases all such properties as are necessary to the conduct of its operations as presently conducted and proposed to be conducted.

(jj) 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 Prospectus, including but not limited to the properties comprising the Fenn-Gib Property, such material properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights (including access rights) are necessary for the conduct of the business of the Corporation as currently conducted; the Corporation knows of no claim or basis for any claim that might or could adversely affect the right of the Corporation to use, transfer or otherwise exploit such property rights; and, except as disclosed in the Prospectus, 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.

(kk) the Corporation holds either freehold title, mining leases, mining claims, mining concessions or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Corporation has an interest as described in the Prospectus under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation to access the property and explore the minerals relating thereto; all such property, leases, concessions or claims and all property, leases or claims in which the Corporation has any interests or right have been validly located and recorded in accordance with all Laws, and are valid, subsisting and in good standing.

(ll) The Corporation has all necessary surface rights, access rights and other necessary rights and interests relating to its properties, including the Fenn-Gib Property, in which the Corporation has an interest as described in the Prospectus granting the Corporation the right and ability to access the property and explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by the Corporation of the rights or interests so held and each of the proprietary interests or rights and each of the documents,

agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Corporation.

(mm) Any and all of the agreements and other documents and instruments pursuant to which the Corporation holds its property and assets (including any option agreement or any interest in, or right to earn an interest in, any properties) 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. The FennGib Property is not subject to any right of first refusal or purchase or acquisition rights.

(nn) There are no claims with respect to First Nations rights currently threatened or, to the best Knowledge of the Corporation, pending with respect to any of the properties of the Corporation including the Fenn-Gib Property.

(oo) With respect to environmental matters:

(i) the Corporation is not in violation of any currently applicable federal, provincial, state, local or foreign statute, law, rule, regulation, ordinance or code relating to pollution or protection of human health, the Environment or wildlife, including, without limitation, laws and regulations relating to the Release or threatened Release of Hazardous Substance or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substance (collectively, “ Environmental Laws ”);
(ii) the Corporation has all permits, authorizations and approvals required under any applicable Environmental Laws to conduct the business now operated by it and proposed to be operated by it, and it is in compliance with the requirements of such permits, authorizations and approvals;
(iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Corporation;
(iv) the Corporation has not received any notice alleging in any manner that it is responsible, or potentially responsible for any Release of Hazardous Substance, any penalties or liabilities arising under any Environmental Laws or any violation of Environmental Laws; and
(v) there are no material costs or liabilities associated with the Corporation’s compliance with Environmental Laws.

(pp) The Corporation has obtained all material Environmental Permits necessary as at the date hereof for the operation of the business carried by the Corporation, and each Environmental Permit is valid, subsisting and in good standing and the Corporation is not in default or breach of any Environmental Permit in any material respect and no proceeding has been threatened, or to the Knowledge of the Corporation, is pending to revoke or limit any Environmental Permit.

(qq) The Corporation has not used, except in compliance in all material respects with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance.

(rr) The Corporation has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and the Corporation has not settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation, nor has the Corporation received notice of any of the same.

(ss) There have been no past unresolved or threatened, and to the Knowledge of the Corporation, there are no pending claims, complaints, notices or requests for information received by the Corporation with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the Knowledge of the Corporation, no conditions exist at, on or under any property now or previously owned, operated or leased by the Corporation or its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any materially adverse effect with respect to the Corporation.

(tt) Except as ordinarily or customarily required by applicable permit, the Corporation has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. The Corporation has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites.

(uu) All exploration and mining operations on the Fenn-Gib Property has been conducted in all respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with.

(vv) There are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or the Fenn-Gib Property except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course.

(ww) The Corporation is in compliance with the provisions of NI 43-101 and 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 material scientific or technical information concerning the Fenn-Gib Property since the date thereof that would require a new technical report in respect of such property to be issued under NI 43-101. The Corporation, or to the Knowledge of the Corporation, any predecessor thereof, made available to the authors of the Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by such authors and none of such information contained any Misrepresentation at the time such information was provided. The information set forth in the Prospectus relating to scientific and technical information, including the estimates of the mineral resources of the Fenn-Gib Property have been prepared in accordance with Canadian industry standards set forth in NI 43-101 and in

compliance with applicable Laws in Canada. The method of estimating the mineral resources has been verified by mining experts who are “qualified persons” (within the meaning of NI 43-101), all material assumptions underlying the mineral resource estimates are reasonable and appropriate, the information upon which the estimates of mineral resources were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no Material Changes to such information since the date of delivery or preparation thereof.

(xx) The title opinion to be delivered by the Corporation pursuant to the terms hereof covers all of the material claims and mining leases that comprise the Fenn-Gib Property.

(yy) The Corporation holds a 100% interest in the Fenn-Gib Property.

(zz) The Corporation has obtained all permits necessary to carry on the business of the Corporation as it is currently conducted. The Corporation is in compliance with the terms and conditions of all permits except where noncompliance would not reasonably be expected to have a Material Adverse Effect. All of the permits issued to date are valid, subsisting, in good standing and in full force and effect and the Corporation has not received any notice of proceedings relating to the revocation or modification of any such permits nor any notice advising of the refusal to grant any permit that has been applied for or is in process of being granted.

(aaa) No part of the Fenn-Gib Property 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 Knowledge of the Corporation, been commenced, threatened, or is pending, nor does the Corporation have any Knowledge of the intent or proposal to give such notice or commence any such proceedings.

(bbb) To the Knowledge of the Corporation, none of the Corporation’s directors or officers is now, or has 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 corporation or of a corporation listed on a particular stock exchange.

(ccc) Except as disclosed in the Final Offering Documents, no director or officer or any other Person not dealing at arm’s length with the Corporation, their respective Affiliates or their respective directors or officers, will continue after Closing to be engaged in any transaction or arrangement with, or to be a party to a material contract with, or have any material indebtedness, liability or obligation to, the Corporation.

(ddd) The Corporation is not a party to or bound by, and none of the business, operations, property or assets of the Corporation is subject to, any non-arm’s length agreements or arrangements other than on terms and at a price that would have applied if the parties had been dealing at arm’s length.

(eee) Subject to applicable Law, the Corporation is not currently, and will not be following the Closing, prohibited directly or indirectly, from paying any dividends or from making any other Distributions on its share capital.

(fff) The Corporation has:
(i) timely filed (or has had timely filed on their behalf) all returns, declarations, reports, estimates, information, returns, elections and statements (“ Returns ”) required to be filed or sent in respect of any governmental charges or required to be filed or sent by it to any taxing authority having jurisdiction since incorporation or organization and all such Returns have been prepared in accordance with the provisions of the applicable legislation and are true, correct and complete in all material respects;
(ii) timely and properly paid (or has had paid on its behalf), all governmental charges due or claimed to be due by a Governmental Authority; and
(iii) has properly withheld or collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any governmental charges.

(ggg) The Corporation has not been notified of, nor is it a party to, any agreement which in any manner affects the voting or control of any securities of the Corporation.

(hhh) There are no contracts, agreements or understandings between the Corporation and any Person granting such person the right to require the Corporation to file a registration statement under the U.S. Securities Act or to file a prospectus under Canadian Securities Laws with respect to any securities of the Corporation owned or to be owned by such person or to require the Corporation to include such securities in the offering to which the Prospectus relates. Except for options issued under the Stock Option Plan, the holders of outstanding Common Shares of the Corporation’s share capital are not entitled to preemptive or other rights to subscribe for Common Shares, including after exercise or conversion of any security or right to acquire any security.

(iii) The Common Shares are conditionally approved for listing and trading on the Exchange, subject to the satisfaction of the listing conditions set forth in the conditional approval letter of the Exchange dated March 3, 2021, a copy of which has been provided to the Underwriters.

(jjj) No order, ruling or determination having the effect of suspending the sale or ceasing the trading or Distribution of the Common Shares or any other securities of the Corporation 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, to the Knowledge of the Corporation, threatened, under any of the Canadian Securities Laws.

(kkk) Policies of insurance issued by insurers of recognized financial responsibility are maintained in respect of the operations, properties and assets, employees, directors and officers of the Corporation in such amounts and covering such risks as are prudent and customary in the businesses in which they are engaged, and such policies of insurance will, on and after the Closing Date (or Option Closing Date, as the case may be), be maintained for the benefit of the Corporation. All such policies of insurance are in full force and effect and no default exists under such policies of insurance as to the payment of premiums or otherwise under the terms of any such policy; there are no 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; and the Corporation has no Knowledge that

it will not be able to renew the Corporation’s existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their business. The Corporation has not been denied any insurance coverage which it has sought or for which it has applied.

(lll) Copies of the minute books and records of the Corporation made available to counsel for the Underwriters in connection with their due diligence investigation in respect of the Offering constitute all of the minute books and records of such entities and contain copies of all proceedings (or certified copies thereof) in respect of matters of the shareholders, the board of directors and all committees of the board of directors of the Corporation to the date hereof and there have been no other meetings, resolutions or proceedings in respect of matters of the shareholders, board of directors or any committees of the board of directors of the Corporation to the date hereof not reflected in such minutes and other records.

(mmm) Except as contemplated in this Agreement, there is no Person acting at the request of the Corporation who is entitled to any brokerage commission, finder’s fee or like payment in connection with the Distribution of the Shares.

(nnn) No acquisition has been made by the Corporation that would be a significant acquisition for the purposes of Canadian Securities Laws, and no proposed acquisition by the Corporation has progressed to a state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and that, if completed by the Corporation at the date of the Final Offering Documents, would be a significant acquisition for Offering Documents and except for such agreement(s) as will be terminated on or prior to the Closing Date, there are no shareholders’ agreements, voting agreements, investors’ rights agreements or other agreements in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation or the operations or affairs of the Corporation.

(ooo) There is no litigation or governmental or other proceeding or investigation at law or in equity before any court or before or by any federal, provincial, state, municipal or other governmental or public department, commission, board, agency or body, domestic or foreign, in progress or, to the Knowledge of the Corporation, pending or threatened against, or involving the assets, properties or business of, the Corporation which could result in a Material Adverse Effect or which could adversely affect the consummation of the transactions contemplated by the Material Contracts, or the performance by the Corporation of its obligations hereunder and thereunder.

(ppp) Neither the Corporation nor, to the Knowledge of the Corporation, any director, officer, agent, employee, Affiliate or any other Person acting on behalf of the Corporation has: (i) violated or is in violation of any provision of the CFPOA or the FCPA; (ii) taken any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “foreign public official” (as such term is defined in the CFPOA) or any “foreign official” (as such term is defined in the FCPA); (iii) violated or is in violation of any provision of the Bribery Act 2010 of the United Kingdom; (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (v) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, and the Corporation and its Affiliates have instituted and maintain and will continue to maintain policies and procedures reasonably designed to promote and

achieve compliance with applicable anti-corruption laws and with the representation and warranty contained herein.

(qqq) Neither the Corporation nor, to the Knowledge of the Corporation, any director, officer, agent, employee or Affiliate of the Corporation is an individual or entity (a “ Corporation OFAC Person ”), or is owned or controlled by a Corporation OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “ Sanctions ”), nor is the Corporation located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “ Sanctioned Country ”); 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 joint venture partner or other Corporation OFAC Person: (i) to fund or facilitate any activities of or business with any Corporation OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities or business in any Sanctioned Country; or (iii) in any other manner that will result in a violation by any Corporation OFAC Person (including any Corporation OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Corporation’s inception, the Corporation has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any Corporation OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(rrr) There are no stock phantom equity arrangements or similar rights that will be triggered or vest upon the completion of or following the Offering.

(sss) At Closing, the Stock Option Plan will be duly approved by the Corporation and will comply in all material respects with the rules and policies of the Exchange.

(ttt) Except as otherwise disclosed in the Final Offering Documents, there are no benefit or incentive plans of the Corporation.

(uuu) There are no other profit-sharing arrangements in place that provide for any additional payments by the Corporation.

(vvv) The expenses to be renounced by the Corporation to the initial purchasers of FT Shares will constitute Qualifying Expenditures on the effective date of the renunciation and on the date incurred. The Qualifying Expenditures to be renounced by the Corporation to the initial purchasers of FT Shares: (i) will not include any amount that has previously been renounced by the Corporation to any of the purchasers of FT Shares or to any other Person; (ii) would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the purchasers of FT Shares; and (iii) will not be subject to any reduction under subsection 66(12.73) of the Tax Act.

(www) The Corporation has no reason to believe that it will be unable to incur (or be deemed to incur), on or after the Closing Date and on or before the Outside Date or that it will be unable to renounce to the initial purchasers of FT Shares, (with an effective date not

later than December 31, 2021 provided that such subscribers, any beneficial purchasers for whom such subscribers are acting, and where a partnership, every partner thereof, deal at arm’s length with the Corporation at all relevant times for purposes of the Tax Act), Qualifying Expenditures in an amount equal to the Commitment Amount and the Corporation has no reason to expect any reduction of such amounts by virtue of subsection 66(12.73) of the Tax Act.

(xxx) Except as a result of any agreement, arrangement, undertaking or understanding to which the Corporation is not a party, and but for any agreement, arrangement, undertaking or understanding in respect of a Follow-On Transaction, upon issue, the FT Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and “Ontario focused flow through shares” as defined in subsection 103(7) of the Taxation Act, 2007 (Ontario) and not “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act.

(yyy) If the Corporation amalgamates with any one or more companies, any shares issued to the initial purchasers of FT Shares as a replacement for the FT Shares as a result of such amalgamation will, but for any agreement, arrangement, undertaking or understanding to which the Corporation is not a party or that is in respect of a Follow-On Transaction, qualify, by virtue of subsection 87(4.4) of the Tax Act, as “flow-through shares” as defined in subsection 66(15) of the Tax Act and not be “prescribed shares” as defined in section 6202.1 of the regulations to the Tax Act.

(zzz) The Corporation is and will continue to be a Principal Business Corporation and a “mining exploration company” as such term is defined in subsection 103(7) of the Taxation Act, 2007 (Ontario) until such time as all of the Qualifying Expenditures required to be renounced under this Agreement and the FT Subscription Agreements have been incurred or have been deemed to be incurred and validly renounced pursuant to the Tax Act.

7. Representations and Warranties of the Underwriters.

Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Corporation that:

(a) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;

(b) it is, and will remain so until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws and the applicable U.S. Securities Laws (by and through its United States Affiliates) so as to permit it to lawfully fulfill its obligations hereunder;

(c) it will materially comply with applicable Canadian Securities Laws and the applicable U.S. Securities Laws (by and through its United States Affiliates) in connection with the offer and sale and Distribution of the Shares;

(d) it has not offered and sold, and will not offer and sell, any Shares except: (i) outside the United States in an offshore transaction in accordance with Rule 903 of Regulation S under the U.S. Securities Act; and (ii) in the United States to (A) Qualified Institutional

Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 144A thereunder, and (B) U.S. Accredited Investors, on a Substituted Purchaser basis, in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D thereunder; or;

(e) no “directed selling efforts”, as defined in Rule 902(c) of Regulation S under the U.S. Securities Act, have been or will be made in the United States by the Underwriters, any of their respective Affiliates, or any person acting on behalf of any of them;

(f) it has not alone engaged in any Test-the-Waters Communication other than Testthe-Waters Communications with the consent of the Corporation with entities that are Accredited Investors; and

(g) it has not authorized anyone to engage in Test-the-Waters Communications.

8. Commercial Copies.

(a) The Corporation shall cause commercial copies of the Final Offering Documents to be printed and delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents.

(b) Such delivery of the Final Offering Documents shall be effected as soon as possible after filing of the Prospectus with the Canadian Securities Regulators but, in any event, on or before 5:00 p.m. (Vancouver time) on the Business Day immediately following the date on which the Prospectus is filed. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Final Offering Documents for the Distribution of the Shares in compliance with the provisions of this Agreement and the Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Offering Document Amendments. The commercial copies of the Prospectus shall be identical in content to the electronically transmitted versions thereof filed with Canadian Securities Regulators on the System for Electronic Document Analysis and Retrieval (SEDAR).

9. Change of the Closing Date.

Subject to the right of any Underwriter to terminate its obligations under this Agreement in accordance with the termination provisions contained in Section 15, if a Material Change or a change in a Material Fact occurs prior to the Closing Date which requires a Prospectus Amendment, the Closing Date shall be, unless the Corporation and the Underwriters otherwise agree in writing or unless otherwise required under Canadian Securities Laws, the fifth Business Day following the later of:

(i) the date on which all applicable filings or other requirements of Canadian Securities Laws with respect to such Material Change or change in a Material Fact have been complied with in all Qualifying Jurisdictions and any appropriate Passport System decision documents obtained for such filings and notice of such

filings from the Corporation or its counsel have been received by the Underwriters; and

(ii) the date upon which the commercial copies of any Prospectus Amendments have been delivered in accordance with Section 8, provided , however, that the Closing Date shall not be later than the Outside Date.

10. Completion of Distribution.

The Underwriters shall after the Closing Time and, if applicable, the Option Closing Time, give prompt written notice to the Corporation when, in the opinion of the Underwriters, they have completed Distribution of the Offered Shares or the Additional Shares, as the case may be, including the total proceeds realized in each of the Qualifying Jurisdictions and any other jurisdiction provided that such notice shall be provided on a Business Day no later than 30 days following the date on which such Distribution shall have been completed.

11. Covenants of the Corporation.

(a) During the period from the date of this Agreement to the later of the Closing Date and the date of completion of Distribution of the Shares under the Final Offering Documents, the Corporation shall promptly, after receiving notice or obtaining knowledge, notify the Underwriters and their counsel in writing of the full particulars of:

(i) the issuance by any securities commission, stock exchange or comparable authority of any order suspending or preventing the use of the Prospectus or any Prospectus Amendment; the suspension of the qualification of the Shares for offering or sale in any of the Qualifying Jurisdictions; the institution, threatening or contemplation of any proceeding for any of those purposes; any requests made by any securities commission, stock exchange or comparable authority for amending or supplementing the Prospectus or any Prospectus Amendment or for additional information, and the Corporation will use its commercially reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal of the order promptly;
(ii) any Material Change (whether actual, anticipated, contemplated, proposed or threatened) or development involving a prospective Material Change in the results of operations, condition (financial or otherwise), business, affairs, prospects, assets, properties, liabilities (contingent or otherwise), cash flows, income, business operations or capital of the Corporation, whether or not arising from transactions in the ordinary course of business;
(iii) any Material Fact that has arisen or has been discovered and would have been required to have been stated in the Final Offering Documents or any Offering Document Amendment had the fact arisen or been discovered on, or prior to, the date of such document; and
(iv) any change in any Material Fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed

Material Fact) contained in the Final Offering Documents or any Offering Document Amendment,

which fact or change is, or may be, in any case, of such a nature as to render any statement in the Final Offering Documents or any Offering Document Amendment misleading or untrue or which would result in a Misrepresentation in the Final Offering Documents or any Offering Document Amendment or which would result in the Final Offering Documents or any Offering Document Amendment not complying (to the extent that such compliance is required) with Canadian Securities Laws.

(b) Subject to Section 4(f), the Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws, as a result of a fact or change referred to in Section 11(a). The Corporation shall in good faith discuss with the Underwriters any fact or change (actual, anticipated, contemplated or threatened) in circumstances (financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under Section 11(a).

(i) promptly provide to the Underwriters during the period commencing on the date hereof and until completion of the Distribution of the Shares, copies of any filings made by the Corporation of information relating to the Offering of the Shares with the Exchange or any other exchange or any regulatory body in Canada or any other jurisdiction;
(ii) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the Distribution of the Shares, drafts of any press releases and other public documents of the Corporation relating to the Corporation or the Offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that any such review will be completed in a timely manner. To deal with the possibility that the Shares may be offered and sold within the United States or to U.S. Persons, any press release disseminated by any party to the Underwriting Agreement, announcing or otherwise referring to the Offering shall contain substantially the following legend, and shall comply with the requirements of Rule 135e under the U.S. Securities Act:

“THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.”; and

(iii) deliver to the Underwriters, without charge, in Toronto, Ontario, contemporaneously with or prior to the filing of the Prospectus or any Prospectus Amendment, a copy of any document required to be filed by the Corporation, if any, under Canadian Securities Laws in connection with the Distribution of the Shares contemplated by this Agreement;

(d) during the period commencing on the Closing Date and ending on the date which is 90 days after the Closing Date, not, without the prior written consent of the Lead Underwriter, directly or indirectly, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, or agree to become bound to do so, or disclose to the public any intention to do so, except in connection with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities or existing commitments to issue securities and/or an arm’s length acquisition; (ii) an issuance of the Corporation’s options to directors, officers or employees of the Corporation; or (iii) an offering of Common Shares at an issue price that is less than the Initial Share Price;

(e) use its best efforts to restrict its officers, directors and any member of senior management from selling any securities in the Corporation on or prior to the Closing without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld;

(f) in the event that the Corporation withdraws from the Offering (unrelated to the Lead Underwriter’s inability to complete the Offering and the Corporation’s inability to otherwise complete the Offering due to adverse capital raising or market conditions) and the Corporation, any direct or indirect shareholder of the Corporation, or an Affiliate of either, enters into a binding agreement in respect of an Alternative Transaction within 12 months of the withdrawal from the Offering, the Corporation shall pay the Lead Underwriter promptly upon closing the Alternative Transaction the following fees, in each case assuming an aggregate Underwriting Fee of $840,000 would have been earned on an Offering size of $14,000,000:

(i) an amount equal to 25% of the Underwriting Fee if the Preliminary Prospectus with respect to the Offering has not been filed;
(ii) an amount equal to 50% of the Underwriting Fee if the Preliminary Prospectus has been filed but marketing of the Offering has not commenced;
(iii) an amount equal to 75% of the Underwriting Fee if the Preliminary Prospectus with respect to the Offering has been filed and marketing of the Offering has commenced; and
(iv) an amount equal to 100% of the Underwriting Fee if the Preliminary Prospectus has been filed, marketing completed and the Offering has been priced.

Any amounts payable to the Lead Underwriter in connection with an Alternative Transaction will constitute liquidated damages of the Lead Underwriter resulting from the failure to complete the Offering and will not constitute a penalty;

(g) the Corporation agrees to incur (or will be deemed to have incurred) Qualifying Expenditures in an amount equal to the Commitment Amount on or after the Closing Date and on or before the Outside Date in accordance with this Agreement and the FT

Subscription Agreements and agrees to renounce to the initial purchasers of FT Shares, (with an effective date not later than December 31, 2021 provided that such subscribers, any beneficial purchasers for whom such subscribers are acting, and where a partnership, every partner thereof, deal at arm’s length with the Corporation at all relevant times for purposes of the Tax Act), pursuant to subsection 66(12.6) of the Tax Act and in respect of Qualifying Expenditures incurred by the Corporation in 2022, in conjunction with subsection 66(12.66) of the Tax Act, Qualifying Expenditures incurred (or deemed to be incurred) by the Corporation on or after the Closing Date and on or before the Outside Date, in an amount equal to the Commitment Amount;

(h) the Corporation shall not reduce the amount renounced to the initial purchasers of FT Shares pursuant to subsection 66(12.6) or subsection 66(12.66) of the Tax Act unless required by Law.

(i) if the Corporation receives, or becomes entitled to receive, or may reasonably be expected to receive, any assistance which is described in the definition of “assistance” in subsection 66(15) of the Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of reducing the amount of Qualifying Expenditures validly renounced to the initial purchasers of FT Shares, the Corporation will incur (or be deemed to have incurred) additional Qualifying Expenditures in an amount equal to such assistance, such that the aggregate Qualifying Expenditures renounced to the applicable initial purchasers of FT Shares (with an effective date not later than December 31, 2021 provided that such subscribers, any beneficial purchasers for whom such subscribers are acting, and where a partnership, every partner thereof, deal at arm’s length with the Corporation at all relevant times for purposes of the Tax Act) pursuant to the terms of this Agreement and the FT Subscription Agreements will not be less than nor exceed the Commitment Amount;

(j) the Corporation shall not be subject to the provisions of paragraph 66(12.67)(a) of the Tax Act in a manner which impairs its ability to renounce Qualifying Expenditures to the purchasers of FT Shares in an amount equal to the Commitment Amount and shall notify initial purchasers of FT Shares in the event it becomes aware of or is informed of an issue in relation to the ability to claim such Qualifying Expenditures;

(k) if the Corporation does not renounce to the initial purchasers of FT Shares on the terms of the FT Subscription Agreements, Qualifying Expenditures equal to the Commitment Amount, the Corporation shall indemnify and hold harmless the initial purchasers of FT Shares and each of the partners thereof if the initial purchasers of FT Shares are a partnership or a limited partnership (for the purposes of this paragraph each an “ FT Indemnified Person ”) as to, and pay to the FT Indemnified Person on or before the 20th Business Day following the date the amount is definitively determined, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under the corresponding provincial legislation) by any FT Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Corporation to the initial purchasers of FT Shares is reduced pursuant to subsection 66(12.73) of the Tax Act (or the corresponding provincial legislation), the Corporation shall indemnify and hold harmless each FT Indemnified Person as to, and pay to the FT Indemnified Person on or before the 20th Business Day following the date the amount is definitively determined, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the

regulations to the Tax Act) payable under the Tax Act (and under the corresponding provincial legislation) by the FT Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse, rights or remedies the purchasers of FT Shares may have against the Corporation. For certainty, the foregoing indemnity shall have no force or effect and the purchasers of FT Shares shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the FT Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act;

(l) the Corporation shall file with the CRA, within the time prescribed by subsection 66(12.68) of the Tax Act, the forms prescribed for the purposes of such legislation together with a copy of the FT Subscription Agreements or any “selling instrument” contemplated by such legislation and shall forthwith following such filing provide to the purchasers of FT Shares a copy of such form certified by an officer of the Corporation.

(m) the Corporation shall timely file with the CRA and with any applicable provincial tax authority any return required to be filed under Part XII.6 of the Tax Act (or any corresponding provision of applicable provincial law) in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis;

(n) the Corporation shall deliver to the initial purchasers of FT Shares, before March 1, 2022, the relevant Prescribed Forms (including form T101), fully completed and executed, renouncing to the initial purchasers of FT Shares, Qualifying Expenditures in an amount equal to the Commitment Amount (with an effective date not later than December 31, 2021 provided that such subscribers, any beneficial purchasers for whom the subscribers are acting, and where a partnership, every partner thereof, deal at arm’s length with the Corporation at all relevant times for purposes of the Tax Act), and such delivery shall constitute the authorization of the Corporation to the initial purchasers of FT Shares to file such Prescribed Forms with the relevant taxation authorities;

(o) the Corporation shall incur and renounce Qualifying Expenditures pursuant to the FT Subscription Agreements and all other agreements with other persons providing for the issue of FT Shares entered into by the Corporation on the Closing Date (collectively, the “ Other Agreements ”) before incurring and renouncing Qualifying Expenditures pursuant to any other agreement which the Corporation may subsequently enter into after the Closing Date with any Person with respect to the issue of shares which are “flow-through shares” as defined in subsection 66(15) of the Tax Act. If the Corporation is required under the Tax Act or otherwise to reduce Qualifying Expenditures previously renounced to the purchasers of FT Shares and unless the purchasers of FT Shares are adversely affected and otherwise agree, the reduction shall be made pro rata by the number of FT Shares purchased only after it has first reduced to the extent possible all Qualifying Expenditures renounced to Persons (other than the purchasers of FT Shares) under any agreements relating to shares which are “flow-through shares” as defined in subsection 66(15) of the Tax Act entered into after the Closing Date;

(p) upon the Corporation becoming aware of the fact that an amount purportedly renounced pursuant to the FT Subscription Agreements exceeds the amount that it is entitled to renounce under the Tax Act, the Corporation will notify the initial purchasers of FT Shares and comply with subsection 66(12.73) of the Tax Act, including the filing with the CRA of the statements contemplated therein, a copy of which will be sent concurrently to the purchasers of FT Shares;

(q) the Corporation shall not enter into any other agreement which would prevent or restrict its ability to renounce Qualifying Expenditures to the initial purchasers of FT Shares in the amount of the Commitment Amount;

(r) the Corporation shall maintain proper, complete and accurate accounting books and records relating to the Commitment Amount, the Qualifying Expenditures, the amounts renounced to the initial purchasers of FT Shares under this Agreement and the FT Subscription Agreements and all transactions relating to the Qualifying Expenditures. The Corporation shall retain all such books and records as may be required to support the renunciation of Qualifying Expenditures contemplated by this Agreement and the FT Subscription Agreements and, upon reasonable notice, shall make such books and records available for inspection and audit by or on behalf of the purchasers of FT Shares, at the purchaser of such FT Shares’ sole expense;

(s) the Corporation shall use the Commitment Amount to incur Qualifying Expenditures on the Corporation’s Fenn-Gib Property;

(t) the Corporation will not knowingly renounce any of the Qualifying Expenditures to a trust, corporation or partnership with which the Corporation has a prohibited relationship as defined in subsection 66(12.671) of the Tax Act; and

(u) the Corporation has never been in default of any of its legal obligations in respect of any flow-through share financings previously undertaken by the Corporation.

12. Purchase and Resale.

(a) On the basis of the representations, warranties and covenants herein and subject to the conditions herein and any adjustments made in accordance with Section 20 hereof:

(i) The Corporation agrees to issue and sell the Shares to the Underwriters.
(ii) The Underwriters agree, severally and not jointly, to purchase from the Corporation for resale or alternatively to arrange, as agent for Substituted Purchasers, to purchase the percentage of Shares set forth opposite such Underwriter’s name in Schedule A hereto, subject to such adjustments among the Underwriters as the Lead Underwriter in their sole discretion shall make to eliminate any sales or purchases of fractional Shares.
(iii) The purchase price per Share to be paid by the Underwriters or the Substituted Purchasers to the Corporation shall be the Initial Share Price for the Initial Shares and the Additional Shares, if any, and the FT Share Price for the FT Shares.
(iv) In consideration of the Underwriters’ agreement to purchase the Offered Shares and Additional Shares, if any, from the Corporation, and in consideration of the services to be rendered by the Underwriters in connection therewith, the Corporation agrees to pay to the Underwriters a cash fee per Share purchased by the Underwriters equal to 6.0% (exclusive of applicable taxes, if any) of the applicable Purchase Price received by the

Corporation, excluding certain orders made by purchasers on the President’s List (the “ Underwriting Fee ”).

(v) Payment of the aggregate Purchase Price for the Offered Shares (the “ Offered Shares Payment ”), net of the Underwriting Fee, shall be by wire transfer of immediately available funds to the accounts specified by the Corporation to the Lead Underwriter at the offices of Wildeboer Dellelce LLP at the Closing Time, or at such other place on the same or such other date and time, not later than the Outside Date, as the Lead Underwriter and the Corporation may agree upon in writing, together with a receipt signed by the Lead Underwriter, on behalf of the Underwriters, for such Shares representing Offered Shares purchased by the Underwriters for resale, and for receipt of the Underwriting Fee. The Offered Shares Payment shall be made against delivery of the Offered Shares to be purchased on the Closing Date to the Lead Underwriter for the respective accounts of the Underwriters with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Offered Shares paid by the Corporation. Delivery of the Offered Shares shall be in the form of an electronic deposit pursuant to the non-certificate issue system (the “ NCI System” ) maintained by CDS, or in the manner directed by the Underwriters in writing which may include delivery of one or more direct registration statements representing the Offered Shares, registered in the name of “CDS & Co.”, or in such other name or names as the Lead Underwriter may notify the Corporation in writing not less than 48 hours prior to the Closing Time.
(vi) The Corporation, prior to the Closing Date, shall make all necessary arrangements for the electronic deposit pursuant to the NCI System of the Offered Shares on the Closing Date with the Transfer Agent.
(vii) All fees and expenses payable to the Transfer Agent in connection with the electronic deposit pursuant to the NCI System of the Offered Shares contemplated by this Section 12 and the fees and expenses payable to the Transfer Agent in connection with the transfers as may be required in the course of the Distribution of the Shares shall be borne by the Corporation.

(b) In order to facilitate an efficient and timely Closing at the Closing Time, the Lead Underwriter, on behalf of the Underwriters, may choose to initiate wire transfers of immediately available funds to the Corporation prior to the Closing Time. If the Lead Underwriter do so, the Corporation agrees that such transfer of funds prior to the Closing Time, does not constitute a waiver by the Underwriters of any of the conditions of Closing set out in this Agreement. Furthermore, the Corporation agrees that any such funds received by the Corporation from the Underwriters prior to the Closing Time, if applicable, will be held by the Corporation in trust solely for the benefit of the Underwriters until the Closing Time, and if the Closing does not occur at the scheduled Closing Time, such funds shall be immediately returned by wire transfer to the Lead Underwriter, on behalf of the Underwriters, without interest. Upon the satisfaction of the conditions of Closing and the delivery to the Underwriters of the items set out in Section 13, the funds held by the Corporation in trust for the Underwriters shall be deemed to be delivered by the Underwriters to the Corporation in satisfaction of the obligation of the Underwriters under

this Section 12 and upon such delivery, the trust constituted by this Section 12 shall be terminated without further formality.

(i) the Underwriters shall have the option to purchase for resale, severally and not jointly, in whole or in part the Additional Shares from the Corporation at a price per Additional Share equal to the Initial Share Price;
(ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Corporation agrees to issue and sell the Additional Shares to the Underwriters;
(iii) the Underwriters may exercise the Over-Allotment Option at any time, in whole or in part, on or before and including the 30[th] day following the Closing Date, by written notice from the Lead Underwriter to the Corporation (the “ Over-Allotment Exercise Notice ”). The Underwriters must give the Over-Allotment Exercise Notice to the Corporation at least one Business Day prior to the Closing Date or the Option Closing Date, as the case may be. The Lead Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Option Closing Date, as the case may be, by giving written notice of such cancellation to the Corporation.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Additional Shares as to which the OverAllotment Option is being exercised;
(B) the aggregate Initial Share Price associated with such Additional Shares;
(C) the names and denominations in which the Additional Shares are to be registered; and
(D) the applicable Option Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full Business Day after the date of the Over-Allotment Exercise Notice.
(v) Payment of the aggregate Initial Share Price for the Additional Shares (the “ Additional Shares Payment ”), net of the Underwriting Fee, shall be by wire transfer of immediately available funds to the accounts specified by the Corporation and to the Lead Underwriter at the offices of Wildeboer Dellelce LLP at the Option Closing Time, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Lead Underwriter and the Corporation may agree upon in writing, together with a receipt signed by the Lead Underwriter, on behalf of the Underwriters, for such Shares representing Additional Shares purchased by the Underwriters for resale, and for receipt of the

Underwriting Fee. The Additional Shares Payment shall be made against delivery of the Additional Shares to be purchased on the Option Closing Date to the Lead Underwriter for the respective accounts of the Underwriters with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Additional Shares paid by the Corporation. Delivery of the Additional Shares shall be in the form of an electronic deposit pursuant to the NCI System maintained by CDS, or in the manner directed by the Underwriters in writing which may include delivery of one or more direct registration statements representing the Additional Shares, registered in the name of “CDS & Co.”, or in such other name or names as the Lead Underwriter may notify the Corporation in writing not less than 48 hours prior to the Option Closing Time.

(vi) The Corporation, prior to the Option Closing Date, shall make all necessary arrangements for the electronic deposit pursuant to the NCI System of the Additional Shares on the Option Closing Date with the Transfer Agent.
(vii) All fees and expenses payable to the Transfer Agent in connection with the electronic deposit pursuant to the NCI System of the Additional Shares contemplated by this Section 12 and the fees and expenses payable to the Transfer Agent in connection with the transfers as may be required in the course of the Distribution of the Shares shall be borne by the Corporation.

(d) In order to facilitate an efficient and timely Closing at the Option Closing Time, the Lead Underwriter, on behalf of the Underwriters, may choose to initiate wire transfers of immediately available funds to the Corporation prior to the Option Closing Time. If the Lead Underwriter do so, the Corporation agrees that such transfer of funds prior to the Option Closing Time, does not constitute a waiver by the Underwriters of any of the conditions of Option Closing set out in this Agreement. Furthermore, the Corporation agrees that any such funds received by the Corporation from the Underwriters prior to the Option Closing Time, if applicable, will be held by the Corporation in trust solely for the benefit of the Underwriters until the Option Closing Time, and if the Option Closing does not occur at the scheduled Option Closing Time, such funds shall be immediately returned by wire transfer to the Lead Underwriter, on behalf of the Underwriters, without interest. Upon the satisfaction of the conditions of Option Closing and the delivery to the Underwriters of the items set out in Section 14, the funds held by the Corporation in trust for the Underwriters shall be deemed to be delivered by the Underwriters to the Corporation in satisfaction of the obligation of the Underwriters under this Section 12 and upon such delivery, the trust constituted by this Section 12 shall be terminated without further formality.

13. Conditions to the Underwriters’ Obligation to Purchase the Shares.

(a) The Underwriters’ obligation to purchase the Offered Shares at the Closing Time shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Closing Date, the performance by the Corporation of its obligations under this Agreement and the following conditions:

(i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters,

acting reasonably, addressed to the Underwriters and counsel to the Underwriters from McMillan LLP, Canadian counsel to the Corporation, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and all of such counsel may rely upon, as to matters of fact, certificates of the auditors of the Corporation, public officials and officers of the Corporation, and letters from the Exchange and the Transfer Agent, with respect to the following matters:

(A) as to the incorporation or formation, existence and good standing with respect to the filing of annual returns of the Corporation under the laws of its jurisdiction of incorporation or formation;
(B) as to the adequacy of the corporate power and capacity of the Corporation to enter into this Agreement and to carry out its obligations hereunder, including the delivery to the Underwriters of the Offered Shares and the Additional Shares, as the case may be;
(C) that the authorized and issued capital of the Corporation conforms as to legal matters to the description thereof contained in the Final Offering Documents, and all outstanding Common Shares, including the Shares, have been duly authorized by all necessary corporate action of the Corporation and have been validly issued by the Corporation and are outstanding as fully paid and non-assessable Common Shares of the Corporation;
(D) that the Corporation has all requisite corporate power, capacity and authority under the laws of its respective jurisdiction of incorporation or formation to carry on its businesses as presently carried on and to own, lease and operate its property and assets as described in the Final Offering Documents;
(E) that no authorization, consent or approval of, or filing, registration, permit, license, decree, qualification or recording with, any Governmental Authority in the Qualifying Jurisdictions is required for the performance by each of the Corporation of its obligations hereunder, the delivery to the Underwriters of the Offered Shares or Additional Shares, as the case may be, hereunder or the consummation of the transactions contemplated by this Agreement (including, without limitation, the Distribution of the Shares in the manner contemplated herein), other than those that have been obtained or made prior to Closing;
(F) that all necessary corporate action has been taken by the Corporation to authorize: (i) the execution, delivery and performance of this Agreement; and (ii) the delivery, execution and filing of the Final Offering Documents, and, if applicable, any Offering Document Amendment, under the Canadian Securities Laws in each of the Qualifying Jurisdictions;
(G) that the attributes of the Shares are accurately summarized in the Prospectus;

(H) that this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation, in accordance with its terms, subject to customary qualifications for enforceability;
(I) that the execution, delivery and performance of this Agreement by the Corporation does not constitute, and will not result in any breach or violation of: (i) any term or provision of the constating documents of the Corporation; (ii) the applicable laws of general application; and (iii) the Material Contracts;
(J) that, subject to the qualifications, assumptions, limitations and restrictions referred to in the Sections entitled “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment” in the Prospectus, the statements made therein, to the extent that such statements summarize matters of law or legal conclusions, fairly summarize the matters described therein;
(K) that the Transfer Agent has been duly appointed as registrar and transfer agent for the Common Shares of the Corporation;
(L) that all necessary documents have been filed, all requisite proceedings have been taken and all legal requirements have been fulfilled by the Corporation to qualify the Shares for Distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered in such categories under the applicable Laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable Laws;
(M) the Shares have been conditionally approved for listing by the Exchange, subject to the fulfillment of the requirements of the Exchange on or before the date specified in the conditional approval letter of the Exchange;
(N) that upon issue, and but for any agreement, arrangement, undertaking or understanding to which the Corporation is not a party, or that is in respect of a Follow-On Transaction, the FT Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and “Ontario focused flowthrough shares” as defined in subsection 103(7) of the Taxation Act, 2007 (Ontario) and not “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act;
(O) provided they are fully incurred in the manner and otherwise as covenanted and referenced in the FT Subscription Agreements and in the relevant officer’s certificate, the expenditures to be renounced in respect of the FT Shares pursuant to this Agreement and the FT Subscription Agreements will be Qualifying Expenditures; and
(P) the Corporation qualifies as a Principal Business Corporation and a “mining exploration company” as such term is defined in subsection 103(7) of the Taxation Act, 2007 (Ontario).

In the event of the Offering and sale of Shares in the United States or to U.S. Persons pursuant to this Agreement, including Schedule “E” hereto, the Underwriters shall have received an opinion from McMillan LLP, the Corporation’s U.S. securities counsel, in form and substance reasonably satisfactory to the Lead Underwriter and its counsel and addressed to the Underwriters, to the effect that it is not necessary to register under the U.S. Securities Act the offer and sale of the Shares (and the initial resale by the Underwriters of the Shares) in the United States and to U.S. Persons in the manner contemplated by this Agreement, including Schedule “E” hereto.

(b) The Underwriters shall have received from Davidson & Company LLP at the Closing Time the Comfort Letter dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation, confirming the continued accuracy of the Comfort Letter to be addressed to the Underwriters and the directors of the Corporation pursuant to Section 4(a)(i) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably. On the date of this Agreement and on the Closing Date, the Corporation shall have furnished to the Lead Underwriter certificates of the Corporation’s chief financial officer, dated the respective dates of their delivery and addressed to the Underwriters, with respect to certain financial data contained in each of the Final Offering Documents, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Lead Underwriter.

(c) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or other senior officers of the Corporation acceptable to the Lead Underwriter, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the articles and other constating documents of the Corporation, all resolutions of the board of directors of the Corporation relating to this Agreement and the Offering and the incumbency and specimen signatures of signing officers of the Corporation.

(d) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or other senior officers of the Corporation acceptable to the Lead Underwriter, certifying for and on behalf of the Corporation to the best of their knowledge and without personal liability after having made due enquiry and after having examined the Final Offering Documents and any Offering Document Amendment, that:

(i) since the date as of which information is given in the Final Offering Documents there has been no Material Adverse Change and that no material transaction has been entered into by the Corporation other than as disclosed in the Final Offering Documents;
(ii) the Final Offering Documents (except any Underwriters’ Information):
(A) do not contain a Misrepresentation and contain full, true and plain disclosure of all Material Facts relating to the Shares; and

(B) do not contain an untrue statement of a Material Fact or omit to state a Material Fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(iii) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Shares or any other securities of the Corporation has been issued by any Governmental Authority and no proceedings for that purpose has been instituted or are pending or, to the Knowledge of such officers, contemplated or threatened by any Governmental Authority;
(iv) the Corporation has complied with the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time; and
(v) the representations and warranties of the Corporation contained in this Agreement and in any certificates or other documents delivered by the Corporation pursuant to or in connection with this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date only and in respect of any representations and warranties that are subject to a materiality qualification, in which case they will be true and correct in all respects.

(e) Each of the persons identified in Schedule C will have executed a Lock-Up Agreement in the form set forth in Schedule D.

(f) The Corporation’s board of directors shall have validly appointed an audit committee and the board of directors and/or its audit committee shall have adopted a charter that satisfies the requirements of NI 52- 110.

(g) The Underwriters shall have received written confirmation from the Exchange that the Common Shares shall have been approved for listing and shall begin trading on the Exchange on or before March 22, 2021.

(h) The Underwriters shall have received a title opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters’ counsel, acting reasonably, dated as of the Closing Date as to the title and ownership interest in the Fenn-Gib Property located in Ontario, Canada.

(i) The Corporation shall have accepted the duly and fully completed FT Subscription Agreements with the purchasers of FT Shares and, unless the Corporation reasonably believes it would be unlawful or contrary to applicable Canadian Securities Laws to do so, have accepted each duly executed FT Subscription Agreement accompanied by the required subscription funds submitted to the Corporation as contemplated by the Offering.

(j) The Underwriters shall be satisfied in their sole discretion that an equivalent number of Resale Shares will be delivered to or at the direction of the Underwriters by or on behalf of the registered charitable organizations in a form satisfactory to the Underwriters, with such delivery to occur immediately following the delivery of the FT Shares to the purchasers

thereof at the Closing Time and the donation of such FT Shares by such purchasers to charitable organizations immediately thereafter.

(k) There being, prior to Closing, no termination pursuant to Section 15 hereof;

(l) The Underwriters shall have received such other customary closing certificates, options, receipts, agreements or documents as the Underwriters may reasonably request.

14. Conditions to Underwriters Obligations to Purchase the Additional Shares.

The several obligations of the Underwriters to purchase the Additional Shares hereunder are subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Option Closing Date, the performance by the Corporation of its obligations under this Agreement, the delivery to the Underwriters on the Option Closing Date of an opinion dated the Option Closing Date substantially similar to the opinion referred to in Section 13(a)(i), a letter dated the Option Closing Date substantially similar to the letter referred to in Section 13(b) and certificates dated the Option Closing Date substantially similar to the certificates referred to in Section 13(c) and Section 13(d), and such other documents as the Underwriters may reasonably request with respect to the status of the Corporation, the delivery of the Additional Shares and other matters related to the delivery of the Additional Shares.

15. Rights of Termination.

(a) The Underwriters shall also be entitled to terminate their obligation to purchase the Shares by written notice to that effect given to the Corporation at or prior to the Closing Time if:

(i) Due Diligence – the due diligence investigations performed by the Underwriters or their representatives reveal any material information or fact, which, in the sole reasonable opinion of the Lead Underwriter, is materially adverse to the Corporation or its business, or materially adversely affects the price or value of the Shares that the Corporation plans to sell pursuant to the Offering;
(ii) Material Adverse Change – there is a Material Change, a change in a Material Fact, a new Material Fact shall arise or there should be discovered any previously undisclosed Material Fact required to be disclosed in the Prospectus or any Prospectus Amendment, that has or would be expected to have, in the sole reasonable opinion of the Lead Underwriter, a significant adverse change or effect on the business or affairs of the Corporation, or on the market price or the value of the Shares;
(iii) Disaster Out – (i) there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence or a new or change in any law or regulation, including as a result of the COVID-19 pandemic to the extent there are unanticipated material adverse impacts relating thereto occurring after the date hereof, which in the sole reasonable opinion of the Lead Underwriter (following consultation with the Corporation), seriously adversely affects or involves the financial markets or the business, operations or affairs of

the Corporation, or the market price or value of the Shares; (ii) any material inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Corporation, or any one of the officers or directors of the Corporation or any of its Principal Shareholders, where wrong-doing is justifiably alleged or any order is made by any federal, provincial, state, municipal or other Governmental Authority, including, without limitation, the Exchange or a securities commission, which involves a finding of wrong-doing; or (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities in the capital of the Corporation is threatened by a securities regulatory authority (with the understanding that the Common Shares are not currently listed on any market or stock exchange anywhere in the world);

(iv) Material Breach – the Corporation is in material breach of a material term, condition, covenant, representation or warranty included in this Agreement; or
(v) Market Out – the state of the financial markets in Canada or elsewhere where it is planned to market the Shares is such that in the reasonable opinion of the Lead Underwriter (following consultation with the Corporation), the Shares cannot be profitably marketed.

(b) The rights of termination contained in Section 15(a) may be exercised by any of the Underwriters with respect to the obligation of such Underwriter, and are in addition to any other rights or remedies that any of the Underwriters may have in respect of any default, act or failure to act or noncompliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the terminating Underwriter(s) to the Corporation, or on the part of the Corporation to the terminating Underwriter(s), except in respect of any liability which may have arisen prior to or arise after such termination under Section 16, Section 17 and Section 19. A notice of termination given by an Underwriter under Section 15(a) shall not apply to or be binding upon any other Underwriter.

16. Indemnity

(a) Rights of Indemnity
(i) The Corporation (the “ Indemnifying Party ”) agrees to indemnify and save harmless each of the Underwriters and each of their subsidiaries and Affiliates and their respective directors, officers, employees, securityholders and agents, (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”), to the full extent of the law, from and against all expenses, fees, losses, claims, actions, damages, obligations and liabilities, joint or several, of any nature (including the reasonable fees and expenses of their respective counsel and other expenses, but not including any amount for lost profits) (collectively, “ Losses ”) that are incurred in investigating, defending and/or settling any action, suit, proceeding, investigation or claim against any Indemnified Party (collectively, the “ Claims ”) or to which an Indemnified Party becomes subject to or otherwise involved in any capacity insofar as the Claims arise out of or are based upon, directly or indirectly:

(A) any information or statement (except any Underwriters’ Information) contained in the Final Offering Documents or any Offering Document Amendment, or in any certificate of the Corporation delivered pursuant to this Agreement that at the time and in light of the circumstances under which it was made contains or is alleged to contain: (i) a Misrepresentation; or (ii) an untrue statement of a Material Fact or an omission to state a Material Fact that is required to be stated therein or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(B) any order made or enquiry, investigation or proceeding commenced or threatened by any securities commission, stock exchange, court or other competent authority, or any change of law or interpretation of administration thereof which prevents or restricts the trading in or the sale or Distribution of the Shares in the Qualifying Jurisdictions;
(C) the non-compliance or alleged non-compliance or a breach or violation or alleged breach or violation, by the Corporation with any of its obligations under Canadian Securities Laws; or
(D) any breach by the Corporation of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement,

together with any Losses that are incurred in enforcing this indemnity.

(ii) The rights of indemnity contained in this Section 16 will not inure to the benefit of the Indemnified Parties if the Person asserting any Claim contemplated by this Section 16 was not provided by the Indemnified Parties with a copy of any Offering Document or Offering Document Amendment:
(A) which corrects any untrue statement or information, Misrepresentation or omission which is the basis of the Claim; and
(B) which is required under Canadian Securities Laws to be delivered to that Person by the Underwriters.
(iii) If and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the Losses resulted from the gross negligence, fraud or wilful misconduct of an Indemnified Party claiming indemnity, such Indemnified Party shall promptly reimburse to the Indemnifying Party, any funds advanced to the Indemnified Party in respect of such Claim and the indemnity provided for in this Section 16 shall cease to apply to such Indemnified Party in respect of such Claim. For greater certainty, the Corporation and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Offering Documents contained no Misrepresentation shall constitute “gross negligence” or “wilful misconduct” for the purposes of this Section 16 or otherwise disentitle the Underwriters from indemnification hereunder.

(b) The Indemnifying Party agrees to waive any right it may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other Person before claiming under this indemnity. The Indemnifying Party also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnifying Party or any Person asserting Claims on behalf of or in right of the Indemnifying Party for or in connection with the Offering, except to the extent of the amount of any Losses suffered by the Indemnifying Party that are determined, by a court of competent jurisdiction in a final judgment that has become non-appealable, to have resulted from fraud, gross negligence or wilful misconduct of the Indemnified Party, and do not result from the actions or inactions of the Indemnifying Party.

(c) The Indemnifying Party agrees that, in case any legal proceeding shall be brought against, or an investigation is commenced in respect of, the Indemnifying Party and/or an Indemnified Party, and an Indemnified Party or its personnel are 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 Offering, the Indemnified Party shall have the right to employ its 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 the Indemnified Party for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and out-of-pocket expenses incurred by the personnel of the Indemnified Party in connection therewith) shall be paid by the Indemnifying Party as they occur.

(d) The Lead Underwriter will notify the Indemnifying Party promptly in writing after receiving notice of any Claim against the Lead Underwriter or any other Indemnified Party, or 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 Indemnifying Party, stating the particulars thereof, and will provide copies of all relevant documentation to the Indemnifying Party and, unless the Indemnifying Party assumes the defence thereof, will keep the Indemnifying Party advised of the progress thereof and will discuss all significant actions proposed in response thereto. The omission to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party has to an Indemnified Party except only to the extent that any such delay or failure in giving notice as herein required prejudices the defence of such Claim or results in any increase in the liability under this indemnity which the Indemnifying Party would otherwise have incurred had the Lead Underwriter or any other Indemnified Party not so delayed or failed to give such notice.

(e) The Indemnifying Party shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim, provided such defence is conducted by counsel of good standing and acceptable to the Lead Underwriter, such acceptance not to be unreasonably withheld. Upon the Indemnifying Party notifying the Lead Underwriter in writing of its election to assume the defence and retaining counsel, the Indemnifying Party shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is not assumed by the Indemnifying Party, the Indemnified Parties, throughout the course thereof, shall provide copies of all relevant documentation to the Indemnifying Party, shall keep the Indemnifying Party advised of the progress thereof and shall discuss with the Indemnifying Party all significant actions proposed in response thereto. If such defence is assumed by the Indemnifying Party, the Indemnifying Party, throughout the course thereof, will provide

copies of all relevant documentation to the Lead Underwriter, will keep the Lead Underwriter advised of the progress thereof and will discuss with the Lead Underwriter all significant actions proposed in response thereto.

(f) Notwithstanding Section 16(e), any Indemnified Party shall have the right, at the Indemnifying Party’s expense, to separately retain counsel of such Indemnified Party’s choice, in respect of the defence of any Claim if: (i) the employment of such counsel has been authorized by the Indemnifying Party; (ii) the Indemnifying Party has not assumed the defence and employed counsel therefor promptly after receiving notice of such Claim; or (iii) counsel retained by the Indemnifying Party or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that there are legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, or that there is a conflict of interest between the Indemnifying Party and the Indemnified Party or the subject matter of the Claim do not fall within the indemnity set forth herein (in any of which events the Indemnifying Party shall not have the right to assume or direct the defence on such Indemnified Party’s behalf), provided that the Indemnifying Party shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.

(g) No admission of liability, no settlement of any Claim, no compromise nor any consent to the entry of any judgement shall be made by the Indemnifying Party without the prior written consent of the Indemnified Parties affected.

(h) The Indemnifying Party hereby acknowledges that the Lead Underwriter acts as trustee for the other Indemnified Parties of the Indemnifying Party’s covenants under this indemnity and the Lead Underwriter agrees to accept such trust and to hold and enforce such covenants on behalf of such Persons.

17. Contribution.

(a) In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 16 would otherwise be available in accordance with its terms but is, for any reason not solely attributable to any one or more of the Indemnified Parties, held to be unavailable to, or unenforceable by the Indemnified Parties, or enforceable otherwise than in accordance with its terms, the Indemnifying Party and the Indemnified Parties shall:

(i) contribute to the aggregate of all Losses of a nature contemplated by Section 16 in such proportions so that the Indemnified Parties shall be responsible for the portion represented by the percentage that the aggregate Underwriting Fee payable to the Underwriters hereunder bears to the aggregate gross proceeds of the Offering and the Indemnifying Party shall be responsible for the balance; and
(ii) if the allocation provided by Section 17(a)(i) above is not permitted by applicable law, the Indemnifying Party and the Indemnified Parties shall contribute such proportions as is appropriate to reflect not only the relative benefits referred to in Section 17(a)(i) above but also the relative fault of the Corporation, on the one hand, and the Indemnified Parties, on the other

hand, in connection with the Claim or Claims which resulted in such Losses, as determined by final judgment of a court of competent jurisdiction, as well as any other relevant equitable considerations, provided , however, that:

(A) the Indemnified Parties shall not in any event be liable to contribute, in the aggregate, any amounts in excess of such aggregate Underwriting Fee or any portion of such fee actually received under this Agreement; and
(B) no party who has been determined by a court of competent jurisdiction in a final, non-appealable judgment to have engaged in any fraud, wilful misconduct or gross negligence in connection with the Claim or Claims which resulted in such Losses shall be entitled to claim contribution from any Person who has not been determined by a court of competent jurisdiction in a final, nonappealable judgment to have engaged in such fraud, wilful misconduct or gross negligence in connection with such Claim or Claims.

The relative fault of the Corporation on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the matters or things referred to in Section 16(a)(i), which resulted in such Claims, relate to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Corporation or to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Underwriters and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or Misrepresentation, or other matter or thing referred to in Section 16(a)(i). The amount paid or payable by an Indemnified Party as a result of the Claims referred to above shall be deemed to include, subject to the limitations set forth in Section 16 hereof, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Losses, whether or not resulting in an action, suit, proceeding or claim.

(b) The rights to contribution provided in this Section 17 shall be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law or in equity.

(c) In the event that the Indemnifying Party may be held to be entitled to contribution from the Indemnified Parties under the provisions of any statute or at law, the Indemnifying Party shall be limited to contribution in an amount not exceeding the lesser of:

(i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Indemnified Parties are responsible, as determined I Section 17(a); and

(ii) the amount of the Underwriting Fee actually received by the Underwriters under this Agreement;

and an Indemnified Party shall in no event be liable to contribute any amount in excess of such Indemnified Party’s portion of the Underwriting Fee actually received under this Agreement.

(d) If the Indemnified Parties have reason to believe that a claim for contribution may arise, they shall give the Corporation notice of such claim in writing, as soon as reasonably possible, but failure or delay to so notify the Corporation shall not relieve the Corporation any obligation which it may have to the Indemnified Parties under this Section 17, except to the extent they are significantly prejudiced thereby.

(e) With respect to this Section 17, the Indemnifying Party acknowledges and agrees that the Underwriters are contracting on their own behalf and as agents for their Affiliates, directors, officers, employees and agents, and each Person, if any, controlling any Underwriter or any of its Subsidiaries and each shareholder of any Underwriter. The Underwriters’ respective obligations to contribute pursuant to this Section 17 are several in proportion to the percentages of Shares set forth opposite their respective names in Schedule A hereof and not joint (or joint and several).

(f) The remedies provided for in this Section 17 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any party at law or in equity.

18. Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

19. Expenses.

Fees and Expenses of Offering

(i) Subject to Section 19(b), whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Shares and all reasonable expenses of or incidental to all other matters in connection with the transactions set out in this Agreement shall be borne by the Corporation including, without limitation, fees and expenses payable in connection with the qualification of the Shares for Distribution and expenses with respect to the delivery of the Offered Shares, the Resale Shares and the Additional Shares, the fees relating to listing the Shares on the Exchange and arranging for clearance and settlement arrangements, all fees and disbursements of counsel to the Corporation, all fees and expenses of the Corporation’s auditors, accountants and other advisors, all costs incurred in connection with the preparation, filing and printing of the Final Offering Documents, any Offering Document Amendment, Marketing Materials Amendment, “green sheets” and certificates representing the Shares (including any transfer taxes and any stamp or other duties payable upon the sale, issuance and delivery of the Shares to the Underwriters), the fees and expenses of the Transfer Agent, the fees and expenses relating to the preparation, issuance and delivery of this Agreement, any agreement among Underwriters and such other documents as may be required in connection with the Offering, purchase, sale, issuance or delivery of the Shares, as well as all reasonable expenses associated with any road shows and marketing activities of the

Corporation, including out-of-pocket and travel expenses in connection with due diligence and marketing activities up to CA$25,000, and all taxes exigible in respect of any of the foregoing.

(ii) To the extent applicable, all expenses and other amounts payable under the terms of this Agreement shall be paid without any set-off.
(b) Fees and Expenses of Underwriters
(i) Whether or not the transactions contemplated by this Agreement shall be completed, the Corporation shall be responsible for the fees of the Underwriters’ legal counsel up to a maximum of CA$125,000 for Canadian legal counsel, exclusive of applicable taxes and disbursements.
(ii) If
- (A) the Corporation fails to deliver the Shares to the Underwriters for any reason at the Closing Date or any Option Closing Date, as the case may be, in accordance with this Agreement; or
- (B) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement (except for any termination of this Agreement by the Lead Underwriter pursuant to Section 15),

then the Corporation agrees to reimburse the Underwriters for all reasonable outof-pocket costs and expenses (including the reasonable and documented fees and expenses of counsel to the Underwriters) incurred by the Underwriters in connection with this Agreement and the Offering contemplated hereby.

(iii) All fees and expenses incurred by the Underwriters which are required to be borne by the Corporation hereunder, shall be: (i) immediately payable by the Corporation upon receiving an invoice therefor from the Underwriters; or (ii) at the option of the Lead Underwriter, deducible from the gross proceeds of the Offering.

20. Rights to Purchase.

(a) Subject to the terms and conditions of this Agreement, the obligation of the Underwriters to purchase the Offered Shares or the Additional Shares at the Closing Time or at the Option Closing Time, as the case may be, shall be several and not joint and shall be equal to the percentage of the Offered Shares or the Additional Shares, as the case may be, set out opposite the name of the respective Underwriters on Schedule A. Subject to Section 20(c), if an Underwriter (a “ Refusing Underwriter ”) shall fail to purchase its applicable percentage of the Offered Shares or the Additional Shares, as the case may be (the “ Defaulted Shares ”), at the Closing Time or the Option Closing Time, as the case may be, the remaining Underwriters (the “ Continuing Underwriters ”) will be entitled, at their option, to purchase, severally and not jointly (or jointly and severally), all but not less than all of the Defaulted Shares on a pro rata basis among the Continuing Underwriters in proportion to the percentage of Offered Shares which such Continuing Underwriters have agreed to purchase pursuant to this Agreement or in any proportion agreed upon, in writing,

by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Shares to be purchased by the Refusing Underwriters does not exceed 10% of the total number of the Offered Shares or the Additional Shares, as the case may be, the Continuing Underwriters will be obligated to purchase, severally and not jointly (or jointly and severally), the Defaulted Shares on the terms set out in this Agreement in such proportions, provided that the Continuing Underwriters shall have the right to postpone the Closing Time or the Option Closing Time, as applicable, for such period not exceeding ten Business Days as they shall determine and notify the Corporation in order that the required changes, if any, to the Final Offering Documents or to any other documents or arrangements may be effected. If the number of Defaulted Shares to be purchased by the Refusing Underwriters exceeds 10% of the total number of the Offered Shares or the Additional Shares, as the case may be, the Continuing Underwriters will not be obliged to purchase the Defaulted Shares and, if the Continuing Underwriters do not elect to purchase the Defaulted Shares, each such Continuing Underwriter shall have the right to either: (i) terminate their obligations under this Agreement; or (ii) proceed with the purchase of its percentage of Offered Shares or Additional Shares as provided in this Section 20(a) and, in such case, the Corporation, shall sell such Offered Shares or Additional Shares, as the case may be, to the Underwriters in accordance with the terms of this Agreement. Nothing in this Section 20 shall relieve from liability to the Corporation any Underwriter which shall be so in default.

(b) If the amount of the Offered Shares or the Additional Shares, as the case may be, that the Continuing Underwriters wish to purchase exceeds the amount of the Offered Shares or the Additional Shares, as the case may be, that would otherwise have been purchased by an Underwriter that is in default, such Offered Shares or Additional Shares, as the case may be, shall be divided pro rata among the Continuing Underwriters desiring to purchase such Offered Shares or Additional Shares, as the case may be, in proportion to the percentage of Offered Shares or Additional Shares, as the case may be, that such Underwriters have agreed to purchase as set out in Section 20(a).

(c) In the event that one or more but not all of the Underwriters shall exercise their right of termination under Section 15, the Continuing Underwriters shall have the right, but shall not be obligated, to purchase all of the percentage of the Offered Shares or Additional Shares, as the case may be, that would otherwise have been purchased by such Underwriters which have so exercised their right of termination. If the amount of such Offered Shares or Additional Shares, as the case may be, that the Continuing Underwriters wish, but are not obliged, to purchase exceeds the amount of such Offered Shares or Additional Shares, as the case may be, which remain available for purchase, such Offered Shares or Additional Shares, as the case may be, shall be divided pro rata among the Underwriters desiring to purchase such Offered Shares or Additional Shares, as the case may be, in proportion to the percentage of Offered Shares or Additional Shares, as the case may be, which such Underwriters have agreed to purchase as set out in Section 20(a).

21. Stabilization.

In connection with the Distribution of the Shares, the Underwriters and the Selling Firms, if any, may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, in compliance with applicable Canadian Securities Laws and the rules and regulations of applicable stock exchanges. Those stabilizing transactions, if any, may be discontinued at any time.

22. Survival of Representations and Warranties.

The representations, warranties, obligations and agreements of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Shares shall survive the purchase of the Shares, with such representations, warranties, obligations and agreements of the Corporation to survive and continue in full force and effect until the Survival Limitation Date, (other than in respect of representations and warranties that relate to tax matters, the indemnification obligations of the Corporation set forth in Section 16 or in respect of any Claim that may be pending at that time with respect to any representation, warranty, obligation or agreement of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Shares, which in each case shall survive indefinitely) and, in each case, shall continue in full force and effect unaffected by any subsequent disposition of the Shares by the Underwriters or the termination of the Underwriters’ obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the preparation of the Final Offering Documents, any Offering Document Amendment or the Distribution of the Shares.

23. Time.

Time is of the essence in the performance of the parties’ respective obligations under this Agreement.

24. Assignment.

The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Corporation and the Underwriters and their respective permitted successors and permitted assigns; provided that , except as otherwise provided in this Agreement, this Agreement will not be assignable by any party without the written consent of the other, which consent will not be unreasonably withheld or delayed, and any purported assignment without such consent will be invalid and of no force and effect. No assignment shall relieve the assigning party of any of its obligations hereunder.

25. 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 without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).

26. No Fiduciary Duty.

The Corporation hereby acknowledges that:

(a) The purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Corporation, on the one hand, and the Underwriters, on the other hand.

(b) Such Underwriters are acting as principal and not as an agent or fiduciary of the Corporation.

(c) The Corporation’s engagement of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity.

(d) The Corporation agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of such Underwriters has advised or is currently advising the Corporation on related or other matters).

(e) The Corporation agrees that it will not claim that such Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Corporation in connection with such transaction or the process leading thereto.

27. Notice.

(a) 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:

If to the Corporation:

Mayfair Gold Corp. 1500 - 1055 West Georgia Street Vancouver, BC V6E 4N7 Email: [ EMAIL REDACTED ] Attention: Patrick Evans

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

McMillan LLP 1500 - 1055 West Georgia Street Vancouver, BC V6E 4N7 Email: [ EMAIL REDACTED ] Attention: Roland Hurst

If to the Lead Underwriter, on behalf of the Underwriters:

Eight Capital 100, Adelaide Street West Toronto, ON M5H 1S3 Email: [ EMAIL REDACTED Attention: John Sutherland

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

Wildeboer Dellelce LLP 365 Bay Street, Suite 800 Toronto, ON M5H 2V1 Email: [ EMAIL REDACTED Attention: Perry Dellelce

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 27.

(b) Each notice shall be personally delivered to the addressee or emailed to the addressee and:
(i) a notice that is personally delivered shall, if delivered on a Business Day, 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 that is sent by email shall be deemed to be given and received on the first Business Day following the day on which it is sent.

28. Authority of Lead Underwriter.

The Lead Underwriter are hereby authorized by each of the other Underwriters to act on its behalf, and the Corporation shall be entitled to and shall act on any notice given in accordance with Section 27 jointly by the Lead Underwriter or any agreement entered into by or on behalf of the Underwriters by the Lead Underwriter, which represent and warrant that they have irrevocable authority to bind the Underwriters, except in respect of: (i) a settlement of an indemnity claim pursuant to Section 16, which settlement shall be made by the Indemnified Party; (ii) a notice of termination pursuant to Section 15 which notice may be given by any of the Underwriters exercising such right; or (iii) any waiver pursuant to Section 15(b) which waiver may be given by any of the Underwriters exercising such waiver. The Lead Underwriter shall, where practicable, consult with the other Underwriters concerning any matter in respect of which they act as Lead Underwriter of the Underwriters.

29. Counterparts.

This Agreement may be executed by the parties to this Agreement in counterparts and may be executed and delivered by facsimile, email or other means of electronic transmission and all such counterparts and electronic transmissions shall together constitute one and the same agreement.

30. Entire Agreement.

This Agreement and the other documents referred to in this Agreement constitute the entire agreement among the Underwriters and the Corporation relating to the subject matter of this Agreement and supersede all prior verbal or written agreements among any one or more of those parties with respect to their respective rights and obligations in respect of the transactions contemplated under this Agreement, including the Engagement Letter.

31. Language.

Les parties aux présents ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soient rédigés dans la langue anglaise. The parties have required that this Agreement and all documents and notices resulting from it be drawn up in English.

[ SIGNATURE PAGE FOLLOWS ]

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Underwriters upon which this letter as so accepted shall constitute an Agreement among us.

Yours very truly,

EIGHT CAPITAL

By: “John Sutherland” Name: John Sutherland Title: Principal, Managing Director

PI FINANCIAL CORP.

By: “Dan Barnholden” Name: Dan Barnholden Title: Managing Director, Co-Head of Investment Banking

CLARUS SECURITIES INC.

By: “Robert Orviss” Name: Robert Orviss Title: Managing Director

Accepted and agreed to effective as of the date of this Agreement.

By: “Patrick Evans”

Name: Patrick Evans Title: Chief Executive Officer

SCHEDULE A

UNDERWRITERS

Underwriter	Percentage of Shares Allocated to Underwriter	Number of Initial Shares to be Purchased	Number of FT Shares to be Purchased	Number of Additional Shares to be Purchased if the Maximum Over- Allotment Option is Exercised
Eight Capital	56%	2,360,400	2,089,360	667,464
PI Financial Corp.	26%	1,095,900	970,060	309,894
Clarus Securities Inc.	18%	758,700	671,580	214,542
Total:	100%	4,215,000	3,731,000	1,191,900

SCHEDULE B

WRITTEN TEST-THE-WATERS COMMUNICATIONS

NIL. No test-the-waters marketing was conducted by the Underwriters or the Company.

SCHEDULE C

SIGNATORIES OF LOCK-UP AGREEMENT

1. Sean Pi;

2. Henry Heeney;

3. Harry Pokrandt;

4. Patrick Evans;

5. Chris Reynolds;

6. Ronald Clayton;

7. Justin Byrd; and

8. Howard Bird.

March [●], 2021

SCHEDULE D

FORM OF LOCK-UP AGREEMENT

Eight Capital 100 Adelaide Street West, Suite 2900 Toronto, Ontario M5H 1S3

and -

Mayfair Gold Corp. 1500 – 1055 West Georgia Street Vancouver, BC V6E 4N7

Ladies and Gentlemen:

The undersigned principal shareholder, director or officer of Mayfair Gold Corp. (the “ Corporation ”), understands that an underwriting agreement (the “ Underwriting Agreement ”) has been executed and delivered by the Corporation and Eight Capital (the “ Lead Underwriter ”), PI Financial Corp. and Clarus Securities Inc. (together with the Lead Underwriter, the “ Underwriters ”), whereby the Underwriters agreed to purchase common shares of the Corporation pursuant to a fully-marketed offering on an underwritten basis (the “ Offering ”). The execution and delivery by the undersigned of this agreement (“ Lock-Up Letter Agreement ”) is a condition to the closing of the Offering.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees not to, directly or indirectly, offer, sell, contract to sell, lend, swap or enter into any other agreement to transfer the economic consequences of, other otherwise dispose of or deal with, or publicly announce any intention to offer, sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option to contract to sell, lend, swap or enter into any other 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 held by the undersigned, directly or indirectly (the “ LockedUp Securities ”), without, in each case, the prior written consent of the Lead Underwriter, on behalf of the Underwriters, which will not be unreasonably withheld or delayed, until 180 days following the date of the closing of the Offering (the “ Lock-Up Period ”).

Notwithstanding anything to the contrary contained in this Lock-Up Letter Agreement, during the LockUp Period, the undersigned may, without the consent of the Lead Underwriter: (i) transfer, sell or tender any or all of the Locked-Up Securities pursuant to a take-over bid (as defined in the Securities Act (Ontario)) or any other transaction, including, without limitation, a merger, arrangement or amalgamation, involving a change of control of the Corporation (provided that all Locked-Up Securities not transferred, sold or tendered remain subject to this undertaking) and provided further that it shall be a condition of transfer that if such take-over bid or other transaction is not completed, any Locked-Up Securities subject to this undertaking shall remain subject to the restrictions in this Lock-Up Letter Agreement; or (ii) transfer any or all of the Locked-Up Securities to any nominee or custodian where there is no change in beneficial ownership.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon the reasonable request of the Underwriters, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement of this Lock-Up Letter Agreement. This Lock-Up Letter Agreement is irrevocable and shall be binding upon the heirs, legal representatives, successors and assigns of the undersigned.

This Lock-Up Letter Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario, without reference to conflicts of laws.

This Lock-Up Letter Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Letter Agreement and supersedes any prior agreement, representation or undertaking with respect to such subject matter.

This Lock-Up Letter Agreement may be executed by facsimile or other electronic signatures and by electronic transmission, each of which shall be effective as original signatures.

This Lock-Up Letter Agreement has been entered into on the date first written above.

Yours very truly,

_____ Print Name:

SCHEDULE “E” COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this Schedule “E”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the underwriting agreement (the “ Underwriting Agreement ”) to which this Schedule is annexed and the following terms shall have the meanings indicated:

“ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Shares;

“ Foreign Issuer ” shall have the meaning ascribed thereto in Rule 902(e) of Regulation S;

“ General Solicitation ” or “ General Advertising ” means “general solicitation” or “general advertising”, as used in Rule 502(c) under the U.S. Securities Act, including, without limitation, any advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio, television, or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“ Offshore Transaction ” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

“ Qualified Institutional Buyer ” means a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act;

“ 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;

“ Rule 144A ” means Rule 144A under the U.S. Securities Act;

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

“ U.S. Accredited Investor ” means an “accredited investor” as defined in Rule 501(a) of Regulation D.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, on behalf of itself and its U.S. Affiliate, if any, represents, warrants and covenants to the Corporation that:

(1) It acknowledges that the Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and that the Shares may not be offered or sold except in Offshore Transactions in accordance with Rule 903 of Regulation S or to, or for the account or benefit of, Persons in the United States or U.S. Persons pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or Rule 506(b) of Regulation D, as applicable, and in reliance upon exemptions under applicable U.S. state securities laws.
(2) In accordance this Schedule “E”, it has only offered and sold and will only offer and sell the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons with whom it has a pre-existing substantive or business relationship and whom it reasonably believes are either Qualified Institutional Buyers pursuant to Rule 144A or U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D, and in compliance with applicable U.S. state securities law. Except as set

forth in the preceding sentence, the Underwriter has not made and will not make any offer to sell, solicitation of an offer to buy or sale of any of the Shares unless such offer, solicitation of an offer or sale of the Shares was made in an Offshore Transaction in compliance with Rule 903 of Regulation S.

(3) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons, except with its U.S. Affiliate, a Selling Firm, or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and any Selling Firm to agree, for the benefit of the Corporation, to comply with the same provisions of this Schedule as apply to such Underwriter and Selling Firm as if such U.S. Affiliate or Selling Firm was a party to the Underwriting Agreement.
(4) Neither such Underwriter nor its U.S. Affiliate, nor any Persons acting on its or their behalf, has engaged or will engage in any Directed Selling Efforts.
(5) All offers and sales of Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons have been and shall be made through the Underwriter’s U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is and will be, on the date of each offer or sale of Shares in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state where such offers and sales are made (unless exempted from such state’s registration requirements) and a member in good standing with the Financial Industry Regulatory Authority, Inc.
(6) Offers and sales of Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons by the Underwriter or its U.S. Affiliate have not been and shall not be made 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.
(7) All purchasers of the Shares who are, or are acting for the account or benefit of, Persons in the United States or U.S. Persons or who were offered Shares in the United States (“ U.S. Purchasers ”) shall be informed that the Shares have not been and will not be registered under the U.S. Securities Act and that the Shares are being sold to them in reliance on Rule 144A or Rule 506(b) of Regulation D, as applicable, and in reliance upon similar exemptions from registration under applicable U.S. state securities laws.
(8) It will ensure that each Person that is, or is acting for the account or benefit of, a Person in the United States or a U.S. Person that was offered Shares by it or its U.S. Affiliate has been or shall be provided with the U.S. Placement Memorandum including the Preliminary Prospectus, Amended Preliminary Prospectus and/or the Final Prospectus, as applicable. It will ensure that each U.S. Purchaser purchasing Shares from it or from the Corporation, through or arranged by its U.S. Affiliate, shall (i) be provided, prior to the Closing Time or Option Closing Time, as applicable, with the U.S. Placement Memorandum including the Final Prospectus; and (ii) execute and deliver to the Underwriters, the U.S. Affiliates and the Corporation either: (a) a Qualified Institutional Buyer Letter (a “ U.S. QIB Letter ”), substantially in the form attached as Exhibit I to the U.S. Placement Memorandum, or (b) a U.S. Subscription Agreement, substantially in the form attached as Exhibit II to the U.S. Placement Memorandum.
(9) None of the Underwriter, its Affiliates nor any Person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer and sale of the Shares.

(10) Prior to the Closing Time or Option Closing Time, as applicable, it will provide the Corporation and its transfer agent with a list of all U.S. Purchasers purchasing the Shares from its U.S. Affiliate, or from the Corporation as arranged by its U.S. Affiliate.
(11) At the Closing Time or Option Closing Time, as applicable, the Underwriter, together with its U.S. Affiliate selling (or arranging for the Corporation to sell) Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons, will provide a certificate, substantially in the form of Exhibit A to this Schedule, relating to the manner of the offer and sale of the Shares in the United States and to U.S. Persons or will be deemed to have represented and warranted that none of it, its Affiliates or any Person acting on any of their behalf has offered or sold Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons.
(12) As of the Closing Date and Option Closing Date, as applicable, with respect to offers and sales of Shares to U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D (the “ Regulation D Securities ”), each Underwriter represents that neither it, nor any of its general partners, managing members, directors, executive officers, other officers participating in offers and sales to U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D or any other Person associated with or acting on behalf of the above persons (including, but not limited to, the Underwriter’s U.S. Affiliate) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Regulation D Securities (each, an “ Underwriter Covered Person ” and, together, the “ Underwriter Covered Persons ”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a “ Disqualification Event ”) except for a Disqualification Event (i) contemplated 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 thereof.
(13) As of the Closing Date, the Underwriter represents that it is not aware of any Person (other than any Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers of Regulation D Securities.
(14) The Underwriter will notify the Corporation in writing, prior to the Closing Date (i) any Disqualification Event relating to any Underwriter Covered Person not previously disclosed to the Corporation and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Underwriter Covered Person.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees to and with the Underwriters that:

(1) (a) The Corporation is, and at the Closing Time and Option Closing Time, as applicable, will be, a Foreign Issuer; (b) the Corporation is not now, and as a result of the offer and sale of Shares contemplated hereby will not be, registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended; (c) none of the Corporation, any of its Affiliates nor any Person acting on any of their behalf (other than the Underwriters, their Affiliates and any Person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts or has taken or will take any action (including the sale of securities to, or for the account or benefit of, Persons in the United States or U.S. Persons) that would cause the exemptions afforded by Rule 144A and Rule 506(b) of Regulation D or the exclusion afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Shares pursuant to the Underwriting Agreement and (d) none of the Corporation, any of its Affiliates nor any Person acting on any of their behalf (other than the Underwriters, their Affiliates and any Person acting on any of their behalf, as to which no

representation, warranty, covenant or agreement is made) has engaged or will engage in any form of General Solicitation or General Advertising in connection with the offer or sale of the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons, or has otherwise acted in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, in connection with the offer or sale of the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons.

(2) The Corporation reasonably believes now that there is, and at the Closing Time and Option Closing Time, as applicable, there will be, no “substantial U.S. market interest” with respect to its Common Shares or any other class of its equity securities, as such term is defined in Regulation S.
(3) Except with respect to offers and sales in accordance with the Underwriting Agreement (including this Schedule) to, or for the account or benefit of, Persons in the United States or U.S. Persons to U.S. Accredited Investors in reliance upon the exemption from registration available under Rule 506(b) of Regulation D and Qualified Institutional Buyers in reliance upon the exemption from registration available under Rule 144A, none of the Corporation, its Affiliates or any Persons acting on any of their behalf (other than the Underwriters, their Affiliates and any Person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell, any of the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons.
(4) None of the Corporation, its Affiliates nor any Person acting on any of their behalf (other than the Underwriters, their Affiliates and any Person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons or which would cause the exclusion from such registration requirements set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Shares in Offshore Transactions outside the United States to non-U.S. Persons.
(5) The Shares are not, and as of the Closing Time and Option Closing Time, as applicable, will not be, and no securities of the same class as the Shares are or will be (a) listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act, (b) quoted in a “U.S. automated inter-dealer quotation system,” as such term is used in Rule 144A, or (c) convertible or exchangeable into or exercisable for securities so listed or quoted at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than 10%.
(6) For so long as the Shares which have been sold to U.S. Purchasers in reliance upon Rule 144A pursuant hereto are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Corporation is neither (i) subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act nor (ii) exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to any holders of the Shares which have been sold to U.S. Purchasers in reliance upon Rule 144A pursuant hereto, or to any prospective purchasers of such Shares designated by such holders, upon request of such holders or prospective purchasers, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of such Shares to effect resales under Rule 144A).
(7) The Corporation has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be

integrated with, and would cause the exemption provided by Rule 506(b) of Regulation D or Rule 144A to become unavailable with respect to, the offer and sale of the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons as contemplated by the Underwriting Agreement.

(8) The Corporation will file within the prescribed time period(s) a Notice of Sales on Form D as required by Rule 503 of Regulation D with the United States Securities and Exchange Commission and any required filings with any applicable U.S. state securities commissions in connection with any sales of Shares to U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D.
(9) 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, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
(10) Neither the Corporation nor any of its Affiliates has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Shares.
(11) None of the Corporation or any of its predecessors or subsidiaries 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 under the U.S. Exchange Act.
(12) As of the Closing Date and Option Closing Date, as applicable, with respect to offers and sales of Regulation D Securities, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Corporation participating in the Offering, 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 (other than any Underwriter Covered Person, as to whom no representation or warranty is made) (each, an “ Issuer Covered Person ” and, together, the “ Issuer Covered Persons ”) is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Corporation has exercised reasonable care to determine 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), and has furnished to the Underwriters a copy of any disclosures provided thereunder.
(13) As of the Closing Date and Option Closing Date, as applicable, the Corporation is not aware of any Person (other than any Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers.
(14) The Corporation will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

Exhibit A to Schedule “E”

UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of common shares (the “ Shares ”) of Mayfair Gold Corp. (the “ Corporation ”) pursuant to the underwriting agreement dated as of March 5, 2021 between the Corporation and the Underwriters named therein (the “ Underwriting Agreement ”), each of the undersigned does hereby certify as follows:

(a) [Name of U.S. broker-dealer Affiliate] is on the date hereof, and was on the date of each offer and sale of the Shares made by it to, or for the account or benefit of, Persons in the United States or U.S. Persons, a duly registered broker or dealer under the United States Securities and Exchange Act of 1934, as amended, and the securities laws of each state in which an offer or sale of Shares was made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc., and all offers and sales of Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons by or through [Name of U.S. broker-dealer Affiliate] have been and will be effected in accordance with all United States federal and state broker-dealer requirements;
(b) each offeree of Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons was provided with a copy of one or both of the U.S. Placement Memorandum, including the Preliminary Prospectus, and/or the U.S. Placement Memorandum, including the Final Prospectus, and each U.S. Purchaser: (a) was provided, prior to the Closing Time, with a copy of the U.S. Placement Memorandum, including the Final Prospectus, and no other written material was used in connection with the offer and sale of the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons; and (b) executed and delivered to the Underwriters and the Corporation either (x) a U.S. QIB Letter substantially in the form attached as Exhibit I to the U.S. Placement Memorandum or (y) a U.S. Subscription Agreement substantially in the form attached as Exhibit II to the U.S. Placement Memorandum;
(c) immediately prior to our soliciting such offerees, we had reasonable grounds to believe and did believe that each offeree was, and continue to believe that each U.S. Purchaser purchasing Shares from or through us is, either a “qualified institutional buyer”, as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act;
(d) no form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act) or “directed selling efforts” (as such term is defined in Rule 902(c) of Regulation S under the U.S. Securities Act) was used by us in connection with the offer or sale of the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons;
(e) 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 Regulation D Securities, (iv) any of the undersigned’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, an “ Underwriter Covered Person ” and, collectively, the “ Underwriter Covered Persons ”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a “ Disqualification Event ”), except for a

Disqualification Event (i) contemplated 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;

(f) we are not aware of any Person (other than any Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers;
(g) neither we nor any of our Affiliates have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Shares; and
(h) the offering of the Shares to, or for the account or benefit of, Persons in the United States or U.S. Persons has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “E” hereto.

Unless otherwise defined, terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule “E” hereto.

Dated this __ day of _____, 2021.

[UNDERWRITER]

By:

Authorized Signing Officer

[U.S. BROKER-DEALER AFFILIATE]

By: