EXECUTION VERSION
CONFORMED COPY FOR SEDAR+

ARIS MINING CORPORATION
- AND -
ARIS MINING HOLDINGS CORP.
- AND -
MCFARLANE LAKE MINING LIMITED

ASSET PURCHASE AGREEMENT
JUBY PROPERTIES
AND
25% UNDIVIDED INTEREST IN KNIGHT PROPERTIES
July 7, 2025

TABLE OF CONTENTS

Page

ARTICLE 1 INTERPRETATION... 2
1.1 Definitions... 2
1.2 Construction... 9
1.3 Certain Rules of Interpretation... 9
1.4 Knowledge... 9
1.5 Performance on Business Days... 10
1.6 Currency and Payment... 10
1.7 Schedules... 10

ARTICLE 2 PURCHASE AND SALE... 10
2.1 Agreement to Purchase and Sell... 10
2.2 Purchase Price... 11
2.3 Security Interest in the Purchased Assets... 11
2.4 Transfer Taxes... 13
2.5 Excluded Liabilities... 13
2.6 Liabilities Related to the Juby Properties and Knight Properties... 14
2.7 Assumption of Risks... 14
2.8 Allocation of the Purchase Price... 14
2.9 Planning Act... 14

ARTICLE 3 CLOSING ARRANGEMENTS... 15
3.1 Closing... 15
3.2 Vendor’s Closing Deliveries... 15
3.3 Purchaser’s Closing Deliveries... 15

ARTICLE 4 CONDITIONS OF CLOSING... 15
4.1 Conditions for the Benefit of the Purchaser... 15
4.2 Conditions for the Benefit of the Vendor... 17
4.3 Termination Events... 19
4.4 Effect of Termination... 20

ARTICLE 5 REPRESENTATIONS AND WARRANTIES... 20
5.1 Representations and Warranties of the Vendor... 20
5.2 Representations and Warranties of the Purchaser... 25
5.3 Survival of Representations, Warranties and Covenants... 29

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Page

5.4 Termination of Liability... 30

ARTICLE 6 COVENANTS ... 30

6.1 Exclusive Dealings... 30
6.2 Operation During Interim Period... 30
6.3 Transfer of Documentation... 30
6.4 MENDM Consent, MLAS Registration and Electronic Registration... 31
6.5 Assumed Agreements... 32
6.6 Regulatory Consents... 33
6.7 Further Qualification... 33

ARTICLE 7 INDEMNIFICATION ... 34

7.1 Indemnification by the Purchaser... 34
7.2 Indemnification by the Vendor... 34
7.3 Definition of "Losses"... 35
7.4 Liability Limits... 35
7.5 Exclusivity... 36
7.6 Waiver... 36

ARTICLE 8 GENERAL ... 36

8.1 Expenses... 36
8.2 Entire Agreement... 36
8.3 Time of Essence... 37
8.4 Amendment... 37
8.5 Waiver of Rights... 37
8.6 Arbitration... 37
8.7 Governing Law... 37
8.8 Notices... 37
8.9 Assignment... 39
8.10 Further Assurances... 39
8.11 Severability... 39
8.12 Successors... 39
8.13 Counterparts... 39
8.14 Electronic Signatures... 39

Schedule A Juby Properties... A-1
Schedule B Knight Properties... B-1
Schedule C Assumed Agreements... C-1

Page

Schedule D Form of Assignment and Assumption Agreement...D-1

Schedule E Permitted Encumbrances...E-Error! Bookmark not defined.

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT dated July 7, 2025.

AMONG:

Aris Mining Holdings Corp., a corporation existing under the laws of the Province of British Columbia

(hereinafter referred to as the "Vendor")

AND:

Aris Mining Corporation, a corporation existing under the laws of the Province of British Columbia

(hereinafter referred to as the "Vendor Parent")

AND:

McFarlane Lake Mining Limited, a company existing under the laws of the Province of Ontario

(hereinafter referred to as the "Purchaser")

WHEREAS:

A. the Vendor wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Vendor the Purchased Assets (as defined herein) subject to and in accordance with the terms and conditions of this Agreement;

B. the Vendor wishes to assign to the Purchaser, and the Purchaser wishes to assume and be bound by, the Assumed Obligations (as defined herein) subject to and in accordance with the terms and conditions of this Agreement; and

C. the Purchaser and the Vendor Parent (on behalf of the Vendor) entered into a term sheet dated June 11, 2025 (the "Term Sheet") setting out certain non-binding understandings with regard to the purchase by the Purchaser of the Purchased Assets from the Vendor.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions.

In this Agreement, including the Recitals to this Agreement, unless the context otherwise requires:

(1) “Acquisition Proposal” has the meaning attributed to that term in Section 6.1.

(2) “Agreement” means this asset purchase agreement, including all Schedules to this asset purchase agreement, as amended, supplemented, restated and replaced from time to time in accordance with its provisions.

(3) “AMC Participating Interest” means the Vendor’s 25% undivided interest in the Knight Properties.

(4) “Ancillary Documents” means all agreements, certificates, acknowledgements, deeds, conveyances, assurances, transfers, assignments, and other documents executed and delivered, or to be executed and delivered, by the Vendor or the Purchaser, as the case may be, in connection with the completion of the transactions contemplated hereby, including the Assignment and Assumption Agreement.

(5) “Applicable Law” means:

(a) any domestic (federal, provincial or municipal) or foreign statute, law (including common and civil law), code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise);

(b) any judgement, order, writ, injunction, directive, decision, ruling, decree or award;

(d) any published administrative position;

(e) of any Governmental Authority, binding on the Person referred to in the context in which the term is used or binding on the property of that Person referred to in the context in which the term is used.

(6) “Assignment and Assumption Agreement” means one or more assignment and assumption agreements substantially in the form of Schedule D attached hereto.

(7) “Assumed Agreements” means those agreements set out in Schedule C hereto.

(8) “Assumed Obligations” means any and all debts, Liabilities, Environmental Liabilities, any duties and obligations of any nature whatsoever arising from or in any way connected

or associated with the Purchased Assets, including the Assumed Agreements, other than the Excluded Liabilities.

(9) “Balance” has the meaning attributed to that term in Section 2.2(c).

(10) “Balance Payment Date” has the meaning attributed to that term in Section 2.2(c).

(11) “Balance Shares” has the meaning attributed to that term in Section 2.2(c).

(12) “Business Day” means any day, except Saturdays and Sundays, on which banks are generally open for business:

(a) for purposes of Section 8.8, in the place specified in that Section; and

(b) for all other purposes in this Agreement, in Vancouver, British Columbia, or Toronto, Ontario, Canada.

(13) “Charge” has the meaning attributed to that term in Section 2.3(a)(ii).

(14) “Closing” means the completion of the Transaction on the Closing Date in accordance with this Agreement.

(15) “Closing Date” means the date that is that last Business Day on or prior to the date that is ninety (90) days following the date of this Agreement, that being October 3, 2025, or such other date as may be agreed to in writing by the Parties.

(16) “Closure Plan” has the meaning attributed to that term in Section 6.4(1).

(17) “Constating Documents” means, with respect to any Person, its articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum and articles of association, letters patent, supplementary letters patent, by-laws, partnership agreement, limited liability company agreement or other similar document.

(18) “Contaminant” means any substance, emission or thing, howsoever occurring, which has, or may have, an adverse effect on the environment, any ecological system, the use or enjoyment of property, or human health or safety, and includes any “contaminant” or “pollutant” or any type of “waste”, in each case which is regulated by any Applicable Law.

(19) “Contract” means any agreement, contract, indenture, lease, occupancy agreement, deed of trust, licence, option, undertaking, promise or any other commitment or obligation, whether oral or written, express or implied.

(20) “Crown” means His Majesty the King in right of Canada or any province or territory thereof, as applicable, and includes all departments, ministries, agents, agencies, Crown corporations, and other entities owned or controlled by, or acting on behalf of, the federal or any provincial or territorial government.

(21) "CSE" means the Canadian Securities Exchange.

(22) "DRA" has the meaning attributed to that term in Section 6.4(3).

(23) "Effective Time" means the time Closing occurs on the Closing Date, which shall be 12:01 a.m. (Vancouver time) or any other time on the Closing Date as may be agreed by the Parties in writing.

(24) "Encumbrance" means any encumbrance, lien, charge, pledge, mortgage, title retention agreement, security interest of any nature, prior claim, adverse claim, exception, reservation, restrictive covenant, agreement, easement, lease, licence, right of occupation, option, right of use, right of first refusal, right of pre-emption, privilege or any matter capable of registration against title.

(25) "Environmental Laws" means any and all Applicable Laws relating to: (i) the protection of the environment; (ii) the presence, release, discharge, handling, transportation, storage, remediation or disposal of Contaminants; (iii) the ownership, occupation, management, transfer or sale of contaminated sites; (iv) the exposure of workers to Contaminants in the workplace, and worker right-to-know legislation pertaining thereto; and (v) the manufacture, distribution, labelling, import, export or sale of products or product ingredients by virtue of their composition or any other physical properties.

(26) "Environmental Liabilities" means any and all Liabilities (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from: (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Juby Properties or AMC Participating Interest and/or emanating or migrating and/or threatening to emanate or migrate from the Juby Properties or AMC Participating Interest to off-site properties; (ii) physical disturbance of the environment; or (iii) the violation or alleged violation of any Environmental Laws.

(27) "Equity Financing" means the equity financing to be completed by the Purchaser prior to or concurrently with the Closing, pursuant to which the Purchaser will issue equity securities (including, without limitation, common shares, units consisting of common shares and warrants, special warrants, or subscription receipts exchangeable for or convertible into units or common shares) for aggregate gross proceeds of no less than $10,000,000, the net proceeds of which will be used, in part, to fund the Initial Cash Consideration payable to the Vendor in accordance with this Agreement.

(28) "Excluded Liabilities" means, in relation to the Purchased Assets:

(a) any liability of the Vendor to any bank or other financial institution by way of loan or other credit facility;

(b) any liability of the Vendor to its shareholders, affiliates or associates or any other Person not dealing at arm’s length with any of them;

(c) any liability of the Vendor for any Taxes (including penalties, fines and interest) existing before the Closing Date, other than as contemplated in Section 2.4; and

(d) any assessment or reassessment for income, corporate, capital, sales, excise or other taxes of any kind whatsoever of the Vendor or, if incurred or accruing due before the Closing Date, relating to the Juby Properties or the AMC Participating Interest, other than as contemplated in Section 2.4.

(29) “Fee Simple Properties” means the fee simple lands and premises described in Schedule A attached hereto, including any and all buildings, structures, fixtures, improvements and installations constructed or installed thereon, together with all easements, rights-of-way, density rights and other rights and benefits appurtenant thereto.

(30) “Governmental Authority” means any domestic or foreign government, whether federal, provincial, state, territorial, local, regional, municipal, or other political jurisdiction, and any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi-governmental or other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government.

(31) “HST” means the tax payable pursuant to Part IX of the Excise Tax Act (Canada), as amended from time to time.

(32) “Initial Cash Consideration” has the meaning attributed to that term in Section 2.2(a).

(33) “Initial Share Consideration” the meaning attributed to that term in Section 2.2(b).

(34) “Interim Period” means the period from the date of this Agreement to the earlier of: (i) the Closing Date and (ii) termination of this Agreement.

(35) “Juby Properties” means the Fee Simple Properties, the unpatented mining claims and the leasehold mining claims described in Schedule A, and all easements and right of way, if any, related thereto and all improvements, fixtures and appurtenances existing thereon or forming part thereof, as of the Closing Date.

(36) “Knight Properties” means the unpatented mining claims described in Schedule B.

(37) “Knight Properties JV Agreement” means the Option & Joint Venture Agreement dated September 5, 2007 between Temex Resources Corp. and Creso Resources Inc.

(38) “Liabilities” means with respect to any person, any losses, damages, interest, fines, penalties, sanctions, liabilities, obligations, costs or expenses (including costs of investigating, pursuing and defending Proceeding, including court costs, legal fees and disbursement of attorneys, costs of experts and consultants and other expenses of

litigation) of such Person, whether based on statute, contract, tort, strict liability, common law or otherwise, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

(39) "Losses" has the meaning attributed to that term in Section 7.3.

(40) “MENDM” means the Ministry of Energy and Mines (Ontario).

(41) “MENDM Consent” has the meaning attributed to that term in Section 6.4(1).

(42) “Money Laundering Laws” has the meaning attributed to that term in Section 5.2(16).

(43) “MLAS” has the meaning attributed to that term in Section 6.4(2).

(44) “NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects issued by the Canadian Securities Administrators.

(45) “Non-Assignable Assumed Agreement” has the meaning attributed to that term in Section 6.5(1).

(46) “Parties” means collectively, the Purchaser and the Vendor, and “Party” means any of them.

(47) "Person" is to be broadly interpreted and includes an individual, a corporation, a partnership, a joint venture, a trust, an association, a syndicate, an unincorporated organization, a Governmental Authority, an executor or administrator or other legal or personal representative, or any other juridical entity.

(48) "Permit" means any authorization, license, permit, and other approval obtained from, issued by or required by a Governmental Authority, or required under Applicable Laws, in connection with the performance of activities in and relating to the Juby Properties or the AMC Participating Interest.

(49) "Permitted Encumbrances" means:

(a) inchoate or statutory liens for taxes not at the time overdue and inchoate or statutory liens for overdue taxes the validity of which the Vendor is contesting in good faith but only for so long as such contestation effectively postpones enforcement of any such liens or taxes;

(b) statutory liens incurred or deposits made in the ordinary course of the business in connection with worker's compensation, unemployment insurance and similar legislation, but only to the extent that each such statutory lien or deposit relates to amounts not yet due;

(c) security given by the Vendor to a public utility or any Governmental Authority when required in the ordinary course of business;

(d) undetermined or inchoate construction or repair or storage liens arising in the ordinary course of business, a claim for which has not been filed or registered pursuant to law or which notice in writing has not been given to the Vendor;

(e) any reservations or exceptions contained in the original grants from the Crown;

(f) easements and any registered restrictions or covenants that run with the Juby Properties or AMC Participating Interest provided that such easements, restrictions and covenants existed immediately prior to the Closing Date;

(g) rights of way for, or reservations or rights of others relating to, sewers, water lines, gas lines, pipelines, electric lines, telegraph or telephone lines, and other similar products, services or utilities;

(h) any unregistered encumbrance of any kind that exists immediately prior to the Closing Date, including but not limited to, any existing royalty interests, provided that such encumbrance was not created for the benefit of the Vendor or its affiliates;

(i) rights or claims asserted by Indigenous communities, including consultation obligations or land use agreements;

(j) conditions or restrictions imposed by environmental permits or regulatory authorities; and

(k) the Permitted Encumbrances described in Schedule E.

(50) “PPSA” has the meaning attributed to that term in Section 2.3(a)(i).

(51) “Proceeding” means:

(a) any suit, action, dispute, investigation, claim, arbitration, order, summons, citation, directive, charge, demand or prosecution, whether legal or administrative;

(b) any other proceeding; or

(d) at law or in equity or before or by any Governmental Authority.

(52) “Property Data” means all technical data that relates exclusively to the Juby Properties, the AMC Participating Interest and the Assumed Agreements which, to the knowledge of the Vendor, is in the possession and control of the Vendor, whether in digital or physical form, including maps, surveys, section drawings, plots, assays, drilling and other

exploration results, geological, geochemical, and metallurgical information, and mining records, but for greater certainty, does not include any business, financial, accounting or tax records of the Vendor or its past or present affiliates.

(53) “Purchase Price” has the meaning attributed to that term in Section 2.2.

(54) “Purchased Assets” has the meaning attributed to that term in Section 2.1.

(55) “Purchaser” has the meaning attributed to that term on Page 1 of this Agreement.

(56) “Purchaser Financial Statements” means (i) the audited consolidated financial statements of the Purchaser for the financial year ended August 31, 2024, together with the notes thereto and the auditors’ report thereon; and (ii) the unaudited condensed consolidated interim financial statements of the Purchaser for the three and six months ended February 28, 2025 and 2024.

(57) “Purchaser Public Record” has the meaning attributed to that term in Section 5.2(9).

(58) “Purchaser’s Counsel” means Wildeboer Dellelce LLP.

(59) “Representatives” means, with respect to any Party, their respective directors, officers, employees, agents and other representatives and advisors.

(60) “Security Interest” has the meaning attributed to that term in Section 2.3(a)(i).

(61) “Stewart Title” has the meaning attributed to that term in Section 2.9(b)(ii).

(62) “tax assessment period” has the meaning attributed to that term in Section 5.3(1).

(63) “Taxes” means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof (including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, gains, capital stock, production, gift, wealth, environment, net worth, utility, sales, goods and services, HST, use, consumption, valued-added, excise, stamp, withholding, premium, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, surtaxes, customs duties and import and export taxes, development, occupancy, social services, licence, franchise and registration fees and employment insurance, health insurance and Canada, Québec and other government pension plan premiums or contributions), and “Tax” has a corresponding meaning.

(64) “Tax Returns” means any and all returns, reports, declarations and elections, filed or required to be filed in respect of Taxes.

(65) “Technical Report” means the NI 43-101 compliant technical report relating to the Juby Project bearing an effective date of July 14, 2020 entitled “Technical Report on the Updated Mineral Resource Estimate for the Juby Gold Project” and prepared by Joe

Campbell, B.Sc., P. Geo., Alan Sexton, M.Sc., P. Geo., Duncan Studd, M.Sc., P. Geo. and Allan Armitage, Ph. D., P. Geo., each of whom is a “qualified person” for the purposes of NI 43-101, and filed on SEDAR+ on October 5, 2020.

(66) “Term Sheet” has the meaning set forth in Recital C of this Agreement.

(67) “Termination Date” has the meaning attributed to that term in Section 4.3(b).

(68) “TERS” has the meaning attributed to that term in Section 6.4(3).

(69) “Transaction” means the purchase and sale of the Purchased Assets, assignment and assumption of the Assumed Obligations and all other transactions contemplated by this Agreement.

(70) “Transfer Taxes” has the meaning attributed to that term in Section 2.4.

(71) “Vendor” means has the meaning attributed to that term on Page 1 of this Agreement.

(72) “Vendor Parent” means has the meaning attributed to that term on Page 1 of this Agreement.

(73) “Vendor Parent Acquisition Proposal” has the meaning attributed to that term in Section 6.1.

(74) “Vendor Public Record” has the meaning attributed to that term in Section 5.1(12).

(75) “Vendor’s Counsel” means Fasken Martineau DuMoulin LLP. Construction. This Agreement has been negotiated by each Party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party does not apply to the construction or interpretation of this Agreement.

1.3 Certain Rules of Interpretation.

In this Agreement:

(a) the division into Articles and Sections and the insertion of headings and the Table of Contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement;

(b) unless specified otherwise or the context otherwise requires, references to any Article, Section or Schedule are references to the Article or Section of, or Schedule to, this Agreement;

1.4 Knowledge. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Vendor, it shall be deemed to refer to the actual knowledge of the Chief Executive Officer and the Executive Vice President of the Vendor Parent, after reasonable investigation. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Purchaser, it shall

be deemed to refer to the actual knowledge of the Chief Executive Officer and the Chief Financial Officer of the Purchaser, after reasonable investigation.

1.5 Performance on Business Days. If any action is required to be taken pursuant to this Agreement on or by a specified date that is not a Business Day, the action is valid if taken on or by the next succeeding Business Day.

1.6 Currency and Payment.

In this Agreement, unless specified otherwise:

(a) references to dollar amounts or “$” are to US dollars;

(b) except in the case of any payment due on the Closing Date, any payment due on a particular day must be received and available by 4:00 p.m. (Pacific Time) on the due date and any payment received and available after that time is deemed to have been made and received on the next succeeding Business Day; and

(c) for the purposes of determining the number of Purchaser common shares issuable as part of the Initial Share Consideration or in satisfaction of the Balance (if applicable), the Canadian dollar equivalent of the relevant portion of the Purchase Price (denominated in US dollars) shall be calculated using the Bank of Canada daily exchange rate for conversion of US dollars into Canadian dollars two Business Days immediately prior to the applicable issuance date.

1.7 Schedules. The Schedules hereto form part of this Agreement.

ARTICLE 2
PURCHASE AND SALE

2.1 Agreement to Purchase and Sell. In consideration for the Purchase Price and subject to the terms and conditions of this Agreement, as of the Effective Time, the Vendor shall sell, transfer, convey and assign to the Purchaser and the Purchaser shall purchase and acquire from the Vendor, all of the Vendor’s right, title and interest in and to all of the following:

(a) (i) the Juby Properties, (ii) the AMC Participating Interest, and (iii) the Assumed Agreements listed in Schedule C, all subject to any rights of first offer, rights of first refusal, or the obtaining of any necessary approvals and consents to such assignment or transfer as contemplated in Article 6 hereof; and

(b) the Property Data;

((a)-(b) collectively, the “Purchased Assets”),

subject to any Permitted Encumbrances.

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2.2 Purchase Price. Subject to the terms and conditions of this Agreement, the Purchaser shall pay to the Vendor an aggregate amount of $22,000,000, exclusive of Transfer Taxes (the "Purchase Price") for the Purchased Assets, payable as follows:

(a) delivering to the Vendor (or if requested, the Vendor's Counsel, in trust) $10,000,000 (the "Initial Cash Consideration") on or before the Effective Time by wire transfer;

(b) issuing to the Vendor that number of common shares in the capital of the Purchaser having an aggregate value equal to the remainder of the Purchase Price, provided that the number of such common shares (the "Initial Share Consideration") shall not exceed 19.9% of the issued and outstanding common shares of the Purchaser, calculated on a post-issuance basis (inclusive of the Initial Share Consideration and any securities to be issued in the Equity Financing). The Initial Share Consideration shall be issued to the Vendor on the Closing Date and shall be valued at the same price per share as any common shares issued by the Purchaser pursuant to the Equity Financing completed in connection with the Closing. If no common shares are issued under the Equity Financing, the Parties shall negotiate in good faith to determine the issue price per share of the Initial Share Consideration, subject to compliance with the policies of the CSE; and

(c) the balance of the Purchase Price (the "Balance"), if any, after giving effect to the payment of the Initial Cash Consideration and the issuance of the Initial Share Consideration, shall be payable on or before the date that is twelve (12) months following the date of this Agreement (the "Balance Payment Date"). For greater certainty, the Balance shall be calculated as: $22,000,000 - ($10,000,000 + value of Initial Share Consideration). The Balance shall be payable, at the sole option of the Purchaser, in either cash or in common shares of the Purchaser (the "Balance Shares"), or any combination thereof; provided, however, that the number of Balance Shares issuable to the Vendor in satisfaction of the Balance shall not exceed such number that, when aggregated with the number of common shares of the Purchaser then held by the Vendor, would result in the Vendor holding more than 19.9% of the issued and outstanding common shares of the Purchaser, determined on a post-issuance basis and assuming conversion of any securities convertible, exchangeable or exercisable for such common shares then held by the Vendor. Subject to compliance with the policies of the CSE, each Balance Share shall be valued at a price per share equal to the 20-day volume-weighted average trading price of the Purchaser's common shares on its primary stock exchange, calculated as of the day immediately preceding the applicable payment date.

2.3 Security Interest in the Purchased Assets.

(a) As security for the payment of the Balance:

(i) the Purchaser hereby grants to the Vendor a continuing, specific security interest in and to the Purchased Assets, and all present and after-acquired

rights, title, and interests therein and thereto, and the proceeds thereof, and any mineral claims or other rights staked, leased, or otherwise acquired by the Purchaser within the Area of Interest (as defined below) following Closing as contemplated in Section 8.2 (the "Security Interest"), to secure payment and performance of all obligations of the Purchaser under this Agreement, including without limitation the obligation to pay the Balance in accordance with Section 2.2(c). The Security Interest shall be a first-ranking security interest and shall be registrable under the Personal Property Security Act (Ontario) (the "PPSA"); and

(ii) the Purchaser shall on Closing, grant to the Vendor a charge/mortgage against title to the Fee Simple Properties and the leasehold mining claims comprising the Juby Properties and, upon such an acquisition, on all after-acquired freehold and leasehold mining claims acquired by the Purchaser within the Area of Interest (as defined below) following Closing as contemplated in Section 8.2 (collectively, the "Charge") as additional collateral security to secure payment and performance of all obligations of the Purchaser under this Agreement, including without limitation the obligation to pay the Balance in accordance with Section 2.2(c). The Charge shall be in form and content satisfactory to the Vendor, acting reasonably, and, subject to any Permitted Encumbrances shall be a first-ranking charge/mortgage in the principal amount of the Balance, incorporate the terms of Standard Charge Terms 200033, together with such additional terms as may be reasonably required by the Vendor, including, without limitation events of default and receivership provisions.

(b) The Purchaser shall, at or prior to the Closing, and following Closing, if applicable, execute and deliver all such documentation and take all such steps as may be reasonably required by the Vendor to effect and perfect the Security Interest, including the execution and delivery of a general security agreement and the authorization of one or more financing statements for registration under the PPSA, and to register the Charge against title to the Fee Simple Properties and the leasehold mining claims comprising the Juby Properties.

(c) In the event of a default in the payment of the Balance or any other material breach of this Agreement by the Purchaser, the Vendor shall be entitled to exercise all rights and remedies available to a secured party under the PPSA and a charge/mortgagee under a charge/mortgage, at law or in equity, including without limitation the right to seize, take possession of, and dispose of the Purchased Assets or any part thereof in satisfaction of the unpaid obligations. For greater certainty, in the event of a default in the payment of the Balance, the Vendor shall have the right to retake possession of all of the Purchased Assets, and any amounts paid by the Purchaser on account of the Purchase Price shall be forfeited to the Vendor as liquidated damages, and not as a penalty, without any further obligation on the part of the Vendor to account therefor. The Vendor shall also be entitled to appoint a receiver or receiver-manager to take control of and

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deal with the Purchased Assets and related rights, without notice to the Purchaser, to the maximum extent permitted by Applicable Law.

(d) From and after the Closing Date and until the Balance has been fully paid, the Purchaser shall not sell, assign, transfer, pledge, mortgage, charge, grant any option, royalty, stream or other encumbrance over, or otherwise dispose of or grant any interest in the Purchased Assets or any part thereof, or agree to do any of the foregoing, without the prior written consent of the Vendor, such consent not to be unreasonably withheld, other than Permitted Encumbrances. The Purchaser shall also, during such period, use commercially reasonable efforts to maintain the Purchased Assets in good standing and in the ordinary course, including keeping any agreements, permits, claims or other non-physical assets thereof in full force and effect and in good working order (to the extent applicable). The Purchaser shall not knowingly take or omit to take any action that would impair the value, validity, enforceability or condition of the Purchased Assets, including through negligence, misuse, contamination, chemical or environmental damage, or any other act or omission that would reasonably be expected to adversely affect the condition or value of the Purchased Assets.

2.4 Transfer Taxes. All amounts of consideration payable by the Purchaser to the Vendor pursuant to this Agreement are exclusive of all sales, use, value added (including HST), land transfer, registration charges, transfer fees and all similar Taxes, charges or fees (collectively "Transfer Taxes") and all such Transfer Taxes are payable by the Purchaser in addition to such consideration. If the Vendor is required by law or by administration thereof to collect any applicable Transfer Taxes from the Purchaser, the Purchaser shall pay such Transfer Taxes to the Vendor concurrent with the payment of the consideration on which such Transfer Taxes are calculated, unless the Vendor agrees that the Purchaser qualifies for an exemption or exception from the collection of any such applicable Transfer Taxes, in which case the Purchaser shall, in lieu of payment of such applicable Transfer Taxes to the Purchaser, deliver to the Vendor such certificates, elections, or other documentation required by law or the administration thereof to substantiate and effect the exemption claimed by the Purchaser. Where the Vendor is not required by law or by administration thereof to collect applicable Transfer Taxes, the Purchaser shall pay such Transfer Taxes directly to the appropriate taxing authority and shall provide evidence of such payment to the Vendor upon request.

The Purchaser shall, at all times, indemnify and hold harmless the Vendor, and its directors, officers, and employees against and in respect of any and all amounts assessed by any taxing authority in the event that any Transfer Tax exemption claimed by the Purchaser was in any way invalid, or arising out of the failure of the Purchaser to pay, when due, any Transfer Taxes described in this Section 2.4, including all taxes, interest, and penalties assessed and including all reasonable legal and professional fees incurred by the Vendor, its directors, officers, and employees as a consequence of or in relation to any such assessment. Notwithstanding anything else in this Agreement, this indemnity shall survive the Closing Date in perpetuity and shall not be subject to any caps, thresholds or restrictions.

2.5 Excluded Liabilities. Effective as of the Effective Time, the Purchaser will not assume, pay, perform, or discharge any of the Excluded Liabilities or any other liabilities or obligations

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of the Vendor not associated with the Purchased Assets, all of which will remain the sole responsibility of the Vendor.

2.6 Liabilities Related to the Juby Properties and Knight Properties

Subject to the terms of the Assignment and Assumption Agreement and Article 6 herein, effective as of the Effective Time, the Purchaser accepts the assignment and assumption of the Assumed Obligations. The Purchaser hereby covenants and agrees to fully and promptly:

(a) perform and observe all of the covenants, agreements and conditions in respect of the Assumed Obligations on the Vendor’s part to be performed and observed; and

(b) discharge all of the Vendor’s duties, obligations and liabilities in respect of the Assumed Agreements on and after the Effective Time in the same manner and with the same force and effect as if the Purchaser had originally executed the Assumed Agreements in the place and stead of the Vendor or its predecessors in interest.

2.7 Assumption of Risks

The Purchaser expressly represents, warrants and acknowledges to the Vendor that: (i) the Purchaser has been offered all reasonable opportunity to conduct due diligence with respect to the Purchased Assets and the Assumed Obligations and has had reasonable access to the management of the Vendor, and it is entering into and completing the transaction contemplated herein solely on the basis of its own independent judgment, having regard to such due diligence and representations and warranties of the Vendor contained in this Agreement; and (ii) the Purchaser is a sophisticated company with the technical and legal capacity to independently evaluate the present, and potential future, legal, financial, operational and environmental risks and Liabilities that are or may be associated with, or that may flow from the decision to purchase, the Purchased Assets and to assume the Assumed Obligations and the Assumed Agreements, and that the Purchaser shall bear all risks associated with the Purchased Assets, the Assumed Obligations and the Assumed Agreements, including risks associated with the ownership, occupation, operation and quality thereof, from and after the Closing, except as expressly stated otherwise herein.

2.8 Allocation of the Purchase Price

The Purchase Price shall be allocated among the Purchased Assets in the manner agreed to by the Vendor and the Purchaser in writing prior to the Closing Date. The Vendor and the Purchaser shall execute and file their respective Tax Returns in a manner consistent with such allocation.

2.9 Planning Act

This Agreement shall be effective to create an interest in the fee simple patents that comprise a portion of the Juby Properties only if the subdivision control provisions of the Planning Act (Ontario) have been complied with at or before Closing. The Vendor covenants to use reasonable commercial efforts to obtain any Planning Act (Ontario) approval required to be obtained by it to complete the Transaction. The Purchaser agrees to use its reasonable commercial efforts to assist the Vendor in this regard where reasonably required by the Vendor.

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ARTICLE 3
CLOSING ARRANGEMENTS

3.1 Closing. Subject to the satisfaction or waiver by the applicable Party of the conditions set out in Article 4, the Parties shall hold the Closing on the Closing Date, at such time as agreed to by the Vendor and the Purchaser and at the offices of the Vendor’s Counsel in Vancouver, British Columbia or at such other place as agreed to by the Vendor and the Purchaser.

3.2 Vendor’s Closing Deliveries. At Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all Ancillary Documents as required under Section 4.1(1)(g).

3.3 Purchaser’s Closing Deliveries. At Closing the Purchaser shall deliver or cause to be delivered to the Vendor all Ancillary Documents as required under Section 4.2(1)(f).

ARTICLE 4
CONDITIONS OF CLOSING

4.1 Conditions for the Benefit of the Purchaser

(1) The Purchaser shall be obliged to complete the Transaction only if each of the following conditions precedent has been satisfied in full at or before the Effective Time:

(a) all of the representations and warranties of the Vendor made in this Agreement are true and correct in all material respects as of the Effective Time with the same effect as if made on and as of the Effective Time (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement);

(b) the Vendor has complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Vendor on or before the Effective Time, to the satisfaction of the Purchaser, acting reasonably;

(c) Purchaser shall have completed the Equity Financing, or such other financing as is necessary to finance the Initial Cash Consideration and is acceptable to the Vendor, acting reasonably;

(d) the Vendor shall have obtained all consents, waivers, and approvals necessary to complete the transfer of the Purchased Assets to the Purchaser, including, without limitation, the consent of [Redacted: Confidential commercial terms and/or commercially sensitive information];

(e) no order or ruling enjoining or prohibiting the Transaction shall have been issued by any court or other Governmental Authority having jurisdiction;

(f) [Redacted: Confidential commercial terms and/or commercially sensitive information] shall have (i) waived it right of first offer contained in Section 9.1 of the [Redacted: Confidential commercial terms and/or commercially sensitive

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information], or (ii) not elected to acquire the AMC Participating Interest within the relevant exercise period;

(g) the Vendor shall have obtained the MENDM Consent and, if necessary, any approvals required under the Planning Act (Ontario);

(h) all required regulatory and stock exchange approvals in connection with the transactions contemplated by this Agreement shall have been obtained, including in connection therewith, receipt of the approval of the Purchaser’s shareholders of the transactions contemplated by this Agreement, including the Equity Financing, in accordance with the CSE policies, if required;

(i) the Vendor and the Purchaser shall have agreed in writing to the allocation of the Purchase Price among the Purchased Assets;

(j) the Vendor shall have caused to be delivered to the Purchaser:

(i) the Property Data;

(ii) a certificate of good standing of the Vendor, dated the Closing Date, issued by the appropriate Governmental Authority;

(iii) a certificate of the Vendor to the effect that its representations and warranties set out in Section 5.1 are true and correct in all material respects as of the Effective Time and that it has fulfilled or complied with in all material respects its covenants and other obligations set out in this Agreement required to be fulfilled or complied with by it on or prior to the Effective Time;

(iv) a certificate of the Vendor certifying the Constating Documents of the Vendor, certifying the due authorization to enter into this transaction and the resolutions of the board of directors of the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor, and certifying the incumbency and signatures of the officers of the Vendor executing this Agreement and any other document relating to the Transaction;

(v) the Assignment and Assumption Agreement, duly executed by the Vendor;

(vi) such deeds of conveyance, bills of sale and other assignment documents and any acknowledgements and directions as are necessary to validly complete the sale and legal transfer to the Purchaser of all of the right, title and interest of the Vendor in and to the Purchased Assets, duly executed and, where applicable, in registrable or recordable form, and in form and content satisfactory to the Parties, acting reasonably; and

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(vii) such other closing documents as would be usual or necessary in respect of the transaction contemplated by this Agreement.

(2) Each of the conditions set out in Section 4.1(1) is for the exclusive benefit of the Purchaser and the Purchaser may waive compliance with any such condition in whole or in part by notice in writing to the Vendor, except that no such waiver operates as a waiver of any other condition. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions set out in 4.1(1) are fulfilled at or before the Effective Time.

4.2 Conditions for the Benefit of the Vendor

(1) The Vendor shall be obliged to complete the Transaction only if each of the following conditions precedent has been satisfied in full at or before the Effective Time:

(a) all of the representations and warranties of the Purchaser made in this Agreement are true and correct in all material respects as of the Effective Time with the same effect as if made on and as of the Effective Time (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement);

(b) the Purchaser shall have complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Purchaser on or before the Effective Time to the satisfaction of the Vendor, acting reasonably;

(c) all required regulatory and stock exchange approvals in connection with the transactions contemplated by this Agreement shall have been obtained, including, without limitation, the approval of the CSE for the issuance and listing of the Initial Share Consideration and the Balance Shares, if any and in connection therewith, receipt of the approval of the Purchaser's shareholders of the transactions contemplated by this Agreement, including the Equity Financing, in accordance with the CSE policies, if required;

(d) the Initial Share Consideration shall be issuable as fully paid and non-assessable common shares in the capital of the Purchaser, free and clear of all liens, claims, and Encumbrances;

(e) the Vendor shall have obtained (i) all consents, waivers, and approvals necessary to complete the transfer of the Purchased Assets to the Purchaser, including, without limitation, the consent of [Redacted: Confidential commercial terms and/or commercially sensitive information]; and (ii) all discharges of security interests necessary to complete the transfer of the Purchased Assets to the Purchaser free and clear of all Encumbrances, other than the Permitted Encumbrances, including, without limitation, the security interests of [Redacted: Confidential commercial terms and/or commercially sensitive information];

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(f) [Redacted: Confidential commercial terms and/or commercially sensitive information] shall have (i) waived its right of first offer contained in Section 9.1 of the [Redacted: Confidential commercial terms and/or commercially sensitive information], or (ii) not elected to acquire the AMC Participating Interest within the relevant exercise period;

(g) no order or ruling enjoining or prohibiting the Transaction shall have been issued by any court or other Governmental Authority having jurisdiction;

(h) the Vendor shall have obtained (i) the MENDM Consent, and the Purchaser shall have prepared and filed the Closure Plan (as hereinafter defined) to the extent such preparation and filing of the Closure Plan is required by MENDM as a pre-condition to the MENDM Consent as contemplated in Section 6.4 hereof, and (ii) if necessary, any approvals required under the Planning Act (Ontario);

(i) the Vendor and the Purchaser shall have agreed in writing to the allocation of the Purchase Price among the Purchased Assets;

(j) the Purchaser has caused to be delivered to the Vendor the following:

(i) the Initial Cash Consideration by wire transfer as directed by the Vendor and a share certificate or DRS advice representing the Initial Share Consideration, registered and delivered as directed by the Vendor;

(ii) a certificate of status of the Purchaser, dated the Closing Date, issued by appropriate Governmental Authority;

(iii) a certificate of the Purchaser certifying the Constating Documents of the Purchaser, certifying the due authorization to enter into this transaction and the resolutions of the board of directors and/or (if required) shareholders of the Purchaser authorizing the execution, delivery and performance of this Agreement and of all Ancillary Documents required by this Agreement to be delivered by the Purchaser, and certifying the incumbency and signatures of the officers of the Purchaser executing this Agreement and any other document relating to the Transaction;

(iv) a certificate of the Purchaser to the effect that its representations and warranties set out in Section 5.2 are true and correct in all material respects as of the Effective Time, and that it has fulfilled or complied with in all material respects its covenants and other obligations set out in this Agreement required to be fulfilled or complied with by it on or prior to the Effective Time;

(v) the Assignment and Assumption Agreement, duly executed by the Purchaser;

(vi) any documentation required by the Purchaser to effect an exemption from the collection of Transfer Taxes, which for greater certainty, shall include

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an HST Statutory Declaration and Indemnity in a form acceptable to the Vendor;

(vii) the Purchaser shall have executed and delivered to the Vendor a general security agreement or other security documentation, in form and substance satisfactory to the Vendor acting reasonably, granting a first-ranking security interest in the Purchased Assets, as security for the Balance, and shall have authorized and delivered evidence of the registration of the Security Interest under the PPSA, all in a form and substance satisfactory to the Vendor acting reasonably;

(viii) such deeds of conveyance, bills of sale and other assignment documents and any acknowledgements and directions as are necessary to validly complete the sale and legal transfer to the Purchaser of all of the right, title and interest of the Vendor in and to the Purchased Assets, duly executed and, where applicable, in registrable or recordable form, and in form and content satisfactory to the Parties, acting reasonably; and

(ix) such other closing documents as would be usual or necessary in respect of the transaction contemplated by this Agreement.

Each of the conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendor and the Vendor may waive compliance with any such condition in whole or in part by notice in writing to the Purchaser, except that no such waiver operates as a waiver of any other condition. The Purchaser shall take all such actions, steps and proceedings as are reasonably within its control and as may be necessary to ensure that the conditions set out in 4.2(1) are fulfilled at or before the Effective Time.

4.3 Termination Events. This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Date:

(a) by mutual written consent of both Parties;

(b) by written notice from either Party if the Closing Date has not occurred on or before October 3, 2025, or such other date as the Parties may agree in writing ("Termination Date"), except that the right to terminate this Agreement under this Section 4.3(b) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by the Termination Date;

(c) by the Vendor if any breach of a material representation or warranty or failure to perform any material covenant or agreement on the part of the Purchaser set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 4.2 not to be satisfied, and such conditions are incapable of being satisfied by the Termination Date; provided that the Vendor is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 4.1 not to be satisfied;

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(d) by the Purchaser if any breach of a material representation or warranty or failure to perform any material covenant or agreement on the part of the Vendor set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 4.1 not to be satisfied, and such conditions are incapable of being satisfied by the Termination Date; provided that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 4.2 not to be satisfied; or

(e) by written notice from the Vendor if the Vendor or Vendor Parent enters into a legal binding agreement related to a Vendor Parent Acquisition Proposal.

The Party desiring to terminate this Agreement pursuant to this Section 4.3 (other than pursuant to Section 4.3(a)) shall give written notice of such termination to the other Parties. In the case of a breach of a material representation or warranty or failure to perform any material covenant or agreement by a Party as provided in Sections 4.3(c) and 4.3(d), the other Party that is not in such breach or failure to perform will, to the extent reasonably possible, give the Party advance notice of any such breach or failure such that the Party has an opportunity to cure such breach or failure by the Termination Date.

4.4 Effect of Termination. If this Agreement is terminated pursuant to Section 4.3, this Agreement shall become void and of no effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except as otherwise expressly contemplated hereby, and provided that the provisions of this Section 4.4, and Sections 8.1 and 8.7 as well as the Confidentiality Agreement, shall survive any termination hereof pursuant to Section 4.3; provided further that neither the termination of this Agreement nor anything contained in this Section 4.4 shall relieve a Party from any liability arising prior to such termination. Each Party's right of termination under Section 4.3 is in addition to any other rights it may have under this Agreement or otherwise, whether at law, in equity or otherwise, and the exercise of that right of termination is not an election of remedies.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on these representations and warranties in connection with its purchase of the Purchased Assets and that the Purchaser would not purchase the Purchased Assets without these representations and warranties:

(1) Organization and Corporate Power. The Vendor is duly incorporated and organized, and is validly subsisting, under the laws of the Province of British Columbia and is in good standing under the laws of such jurisdiction. The Vendor has all necessary corporate power and authority to own or lease or dispose of the Purchased Assets, to enter into this Agreement and the Ancillary Documents required by this Agreement to be delivered by it, and to perform its obligations hereunder and thereunder.

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(2) Authorization. All necessary corporate action has been taken by the Vendor to authorize its execution and delivery of this Agreement and the Ancillary Documents required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder.

(3) Enforceability. This Agreement has been duly executed and delivered by the Vendor and (assuming due execution and delivery by the Purchaser) is a legal, valid and binding obligation of the Vendor enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the Ancillary Documents required by this Agreement to be delivered by the Vendor will at the Closing have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(4) Ownership of Purchased Assets. The Vendor is the legal and beneficial owner of, and has good and insurable title to or a valid interest in all of the Fee Simple Properties and the leasehold mining claims described in Schedule A, free of all Encumbrances other than the Permitted Encumbrances. The Vendor is the legal and beneficial owner of, and has good and marketable title to or a valid interest in the AMC Participating Interest and the unpatented mining claims described in Schedule B, free of all Encumbrances other than the Permitted Encumbrances. To the knowledge of the Vendor, and subject to (i) Section 2.9 of this Agreement, and (ii) receipt of all consents, discharges and any approvals required to convey the Purchased Assets from the Vendor to the Purchaser, including, without limitation the MENDM Consent, and subject to the terms and conditions of the Assumed Agreements and Permitted Encumbrances listed in Schedule F, the Vendor has the right to transfer, assign or convey its right, title and interest in and to the Purchased Assets to the Purchaser, free and clear of all Encumbrances other than Permitted Encumbrances; each of the Juby Properties and AMC Participating Interest are in good standing under the mining laws of the Province of Ontario as of the date thereof. To the knowledge of the Vendor, there are no Proceedings nor any basis for any Proceeding that might or could reasonably be expected to adversely affect the right of the Vendor to use, transfer or otherwise exploit the Purchased Assets; and there is no material commission, royalty, licence fee or similar payment currently due and payable by the Vendor to any Person with respect to the Purchased Assets, except pursuant to Applicable Laws.

(5) No Permits. To the Vendor's knowledge, there are no Permits that are held by the Vendor, and the Vendor has not applied for any such Permits, in respect of the Juby Properties or AMC Participating Interest.

(6) No Violation. The execution, delivery and performance of this Agreement by the Vendor, and the completion of the transactions contemplated hereby, will not constitute or result in a violation, breach or default under:

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(i) any term or provision of any of the Constating Documents of the Vendor;
(ii) subject to (i) Section 2.9 of this Agreement, and (ii) the receipt of the MENDM Consent, any Applicable Law; or
(iii) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Vendor is a party or by which it is bound.

(7) Other Agreements. The Vendor has not entered into any other agreement with any third party with respect to divesting its interest in and to the Purchased Assets that is currently valid and outstanding.

(8) Outstanding Claims or Challenges. To the Vendor's knowledge, and subject to Section 2.9 of this Agreement, there (i) is no asserted claim or challenge against or to the ownership of or title to the Purchased Assets or any portion thereof, and (ii) are no outstanding agreements or options to acquire or purchase the Purchased Assets or any portion thereof.

(9) Bankruptcy. The Vendor is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. The Vendor has not initiated Proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets (including any of the Purchased Assets) and no execution or distress has been levied on any of its undertakings, property or assets (including any of the Purchased Assets), nor have any Proceedings been commenced in connection with any of the foregoing.

(10) Tax Matters.

(i) The Vendor has duly and timely paid all Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it and would, if not duly and timely paid, result in an Encumbrance on the Purchased Assets, other than the Permitted Encumbrances.

(ii) There are no Proceedings now pending or threatened against the Vendor in respect of any Taxes, and there are no matters under discussion, audit or appeal with any Governmental Authority relating to Taxes, which will result in an Encumbrance on the Purchased Assets, other than the Permitted Encumbrances.

(iii) The Vendor is registered for purposes of goods and services tax/harmonized sales tax within the meaning of Subdivision d of Division V of Part IX of the Excise Tax Act (Canada), and its registration number is:[Redacted: Confidential commercial terms and/or commercially sensitive information].

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(iv) The Vendor is not a non-resident of Canada for the purposes of Section 116 of the Income Tax Act (Canada).

(11) Exploration Practices. To the best of the Vendor’s knowledge: (i) all previous exploration on the Juby Properties and the Knight Properties conducted by the Vendor since February 4, 2021 has been carried out in material compliance with Applicable Law and sound mining, environmental and business practice; (ii) since February 4, 2021, the Vendor, except as previously disclosed by the Vendor to the Purchaser, has not received notice of any material breach, violation or default with respect to the Juby Properties and the AMC Participating Interest; and (iii) there has been no development, production or other operational activity conducted on or in respect of the Juby Properties and the AMC Participating Interest during the two-year period immediately preceding the date thereof.

(12) NI 43-101 Compliance. To the knowledge of the Vendor, the Vendor is in compliance, in all material respects, with its obligations under and the provisions of NI 43-101 as it relates to the Juby Properties and the Knight Properties and there is no new material scientific or technical information concerning the Juby Properties and the Knight Properties that would require a new technical report in respect of the Juby Properties and the Knight Properties to be issued by the Vendor under NI 43-101;

(13) Technical Report Compliance. To the knowledge of the Vendor, the Technical Report complies in all material respects with the requirements of NI 43-101. To the knowledge of the Vendor, information set forth in documents filed with the applicable securities regulatory authorities in Canada on the System for Electronic Data Analysis and Retrieval+ (“SEDAR+”) and made available to the public on SEDAR+ at www.sedarplus.com (the “Vendor Public Record”) relating to the Vendor’s estimates of mineral resources of the Juby Properties as at the date they were prepared is (i) based upon information prepared by or under the supervision of a qualified person “qualified persons” or (ii) approved by a “qualified persons” (within the meaning of NI 43-101);

(14) Mining and Surface Rights. To the best of the Vendor’s knowledge and other than the Permitted Encumbrances, and in the case of the Knight Properties other than pursuant to the Knight Properties JV Agreement, the Vendor has not granted any Encumbrances over the surface rights, mining rights, and all other exploration and mineral rights relating to the Juby Properties and the AMC Participating Interest. The Vendor has the right to access the surface area of the Juby Properties and, subject to the terms of the Knight Properties JV Agreement, the Knight Properties for the purposes of exploration, subject to Permitted Encumbrances and subject to the terms and conditions of the Assumed Agreements. To the best of the Vendor’s knowledge and other than the Permitted Encumbrances and the Knight Properties JV Agreement, the Vendor has not granted to any Person, other than the Purchaser, any right of access to, or right to enter upon and explore, investigate, or exploit the mineral potential of, the Juby Properties or the AMC Participating Interest that would be valid and outstanding as of the Effective Date.

(15) First Nations. To the best of the Vendor’s knowledge, there are no pending or ongoing actions by or on behalf of any First Nations, Indigenous, or native persons asserting land claims in respect of the lands comprising the Juby Properties or the Knight Properties.

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Other than as previously disclosed to the Purchaser, the Vendor is not party to, and is not aware of, any agreements or understandings with such persons that affect or relate to the Juby Properties or the Knight Properties. If any portion of the Juby Properties or the Knight Properties is located on lands to which such persons have or assert any rights, claims, or interests, the Vendor has no knowledge that such persons oppose the exercise of the rights and obligations contemplated by this Agreement.

(16) Environmental Law. Except in compliance with Environmental Laws, the Vendor has not used or permitted to be used any of its assets or facilities relating to the Juby Properties and the Knight Properties, whether owned, leased, occupied, controlled or licensed or which it owned, leased, occupied, controlled or licensed at any prior time, to generate, manufacture, process, distribute, use, treat store, dispose of, transport or handle any Contaminant, hazardous waste, material or substance as defined in or pursuant to any Environmental Laws by which the Vendor is bound or subject.

(17) Mining Practices. To the best of the Vendor's knowledge, since February 4, 2021 all activities conducted by the Vendor and each of its affiliates on the Juby Properties and Knight Properties have been conducted in all material respects in material compliance with Applicable Law and sound mining, environmental and business practice.

(18) Compliance with Law. The Vendor has conducted and is conducting business with respect to the Juby Properties and the Knight Properties in compliance in all material respects with all Applicable Laws, rules, regulations, tariffs, orders, consents and directives of each jurisdiction in which it carries on such business with respect to the Juby Properties and the Knight Properties and is party to all material agreements and possesses all material approvals, consents, certificates, registrations, authorizations, permits and licences issued by the appropriate provincial, municipal, federal, state or other regulatory agency or body necessary to carry on such business currently carried on by it, is in compliance in all material respects with the terms and conditions of all such agreements and all such approvals, consents, certificates, authorizations, permits and licences and with all laws, regulations, tariffs, rules, orders and directives material to its operations, and the Vendor has not received any notice of the modification, revocation or cancellation of, any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such agreement, approval, consent, certificate, authorization, permit or licence.

(19) Undisclosed Liabilities. To the knowledge of the Vendor, and except as disclosed to the Purchaser or in the Vendor Public Record, the Vendor has no material Liabilities, Environmental Liabilities, obligations, warranty claims or commitments of any nature whatsoever, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise relating to the Purchased Assets, and to the knowledge of the Vendor, the Vendor is not a guarantor or otherwise responsible for any such material Liabilities, Environmental Liabilities or obligations of any other Person relating to the Purchased Assets.

(20) Fees. To the knowledge of the Vendor all material rentals, duties, royalties, rates, charges, fees or other levies of every nature and kind heretofore levied against the Juby

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Properties or the AMC Participating Interest which were due and payable prior to the date of this Agreement have been fully paid and satisfied.

(21) Schedules. To the best of the Vendor’s knowledge, the Schedules to this Agreement are accurate and complete in all material respects, and contain all material information required to be included by the Vendor with regard to the subject matter of such schedules; all material background information, contracts, technical matter and other documentation thereto that the Vendor has in its possession or control has been made available to the Purchaser and the Vendor shall continue to make available to the Purchaser all material information in its possession or under its control relating to such schedules.

5.2 Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Vendor as follows and acknowledges that the Vendor is relying on these representations and warranties in connection with its sale of the Purchased Assets and that the Vendor would not sell the Purchased Assets without these representations and warranties:

(1) Organization and Corporate Power. The Purchaser is a corporation duly continued and organized, and is validly subsisting, under the laws of the Province of Ontario and is in good standing under the laws of such jurisdiction. The Purchaser has all necessary corporate power and authority to acquire the Purchased Assets, to enter into this Agreement and the Ancillary Documents required by this Agreement to be delivered by it, and to perform its obligations hereunder and thereunder.

(2) Authorization. All necessary corporate action has been taken by the Purchaser to authorize its execution and delivery of this Agreement and the Ancillary Documents required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder, including the issue, delivery and sale of the Initial Share Consideration and the Balance Shares, if any. The Purchaser and each affiliate, if any, is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document.

(3) Enforceability. This Agreement has been duly executed and delivered by the Purchaser and (assuming due execution and delivery by the Vendor) is a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the Ancillary Documents required by this Agreement to be delivered by the Purchaser will at the Closing have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

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(4) Bankruptcy. The Purchaser is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. The Purchaser has not initiated Proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets and no execution or distress has been levied on any of its undertakings, property or assets, nor have any Proceedings been commenced in connection with any of the foregoing.

(5) HST Registration: The Purchaser is registered for purposes of goods and services tax/harmonized sales tax within the meaning of Subdivision d of Division V of Part IX of the Excise Tax Act (Canada), and its registration number is:[Redacted: Confidential commercial terms and/or commercially sensitive information].

(6) Anti-Sandbagging. The Purchaser and its representatives and advisors have been offered all reasonable opportunity to conduct due diligence with respect to the Purchased Assets and has had reasonable access to the management of the Vendor, and that in no event shall the Vendor have any liability to the Purchaser with respect to a breach of representation, warranty or covenant under this Agreement to the extent that the Purchaser knew of such breach as of the Closing Date.

(7) No Violation. The execution, delivery and performance of this Agreement by the Purchaser, and the completion of the transactions contemplated hereby, including the issue, delivery and sale of the Initial Share Consideration and the Balance Shares, if any, will not constitute or result in a violation, breach or default under:

(i) any term or provision of any of the Constating Documents of the Purchaser;

(ii) any Applicable Law; or

(iii) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Purchaser is a party or by which it is bound.

(8) Authorized Capital. The authorized capital of the Purchaser consists of an unlimited number of common shares without par value, of which 270,558,654 common shares are issued and outstanding as fully paid and non-assessable as of the date thereof. As at the date thereof, no Person has any agreement, option, right or privilege (whether preemptive, contractual or otherwise) capable of becoming an agreement, for the purchase, acquisition, subscription for or issuance of common shares of the Purchaser or other securities of the Purchaser, except as disclosed in the Purchaser Public Record (as defined below). The Purchaser has reserved or set aside sufficient shares in its treasury to issue the Initial Share Consideration and the Balance Shares and all such Initial Share Consideration and the Balance Shares will be duly and validly issued as fully paid and non-assessable, free and clear of all trade restrictions (except as may be imposed by

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applicable securities laws and the rules and policies of the CSE) and all liens, charges, right of first refusal, preemptive rights, or encumbrances of any kind.

(9) Securities laws and CSE Listing. The Purchaser is a “reporting issuer” within the meaning of the securities laws, regulations, rules, rulings and orders in Alberta, British Columbia and Ontario and not on the list of reporting issuers in default and is in compliance in all material respects with its obligations under the Applicable Legislation of such jurisdictions and of the CSE. The common shares of the Purchaser are listed for trading on the CSE and no other stock exchange, market or trading or quotation facility. Neither the Purchaser nor any affiliate thereof has taken any action which would be reasonably expected to result in the delisting or suspension of the common shares on or from the CSE and no order ceasing, halting or suspending trading in the common shares of the Purchaser nor prohibiting the sale of such common shares has been issued to and is outstanding against the Purchaser or any of its directors, officers or promoters and no investigations or proceedings for such purposes are pending, expected or threatened. The issuance, delivery and sale of the Initial Share Consideration and the Balance Shares, if any, will be exempt from the prospectus requirements of the applicable securities laws in Canada. The Purchaser has complied and will comply with the requirements of all applicable corporate and securities laws and the policies of the CSE in all matters, including relating to the transactions contemplated herein, including the issue, delivery and sale of the Initial Share Consideration and the Balance Shares.

(10) Public Record. The Purchaser has filed all documents with the applicable securities regulatory authorities in Canada on SEDAR+ (the “Purchaser Public Record”) required to be filed by it in accordance with applicable securities laws and none of the documents comprising a part of or any portion of the Purchaser Public Record contains an untrue statement of a material fact as of the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and the Purchaser has disclosed in the Purchaser Public Record all material facts relating to its business, assets and financial condition.

(11) Purchaser Financial Statements. The Purchaser Financial Statements present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Purchaser and each of its affiliates as of the date thereof, and the business of the Purchaser and each of its affiliates has been carried on in the usual and ordinary course consistent with past practice since the date of the Purchaser Financial Statements. No adverse material change in the financial position of the Purchaser has taken place since the date of the latest statement of financial position contained in the Purchaser Financial Statements, except as disclosed in the Public Record.

(12) Actions. Other than as disclosed in the Purchaser Public Record or to the Vendor in writing, there are no material Proceedings existing, pending or, to the knowledge of the Purchaser after due inquiry, threatened against or adversely affecting the Purchaser or any of its affiliates or to which any of their property or assets is subject, at law or in equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality,

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domestic or foreign, which may in any way have a material adverse effect and none of the Purchaser or any of its affiliates are subject to any judgment, order, writ, injunction, decree or award of any governmental authority (including, but not limited to, any regulatory authorities), which, either separately or in the aggregate, has or may reasonably be expected to have a material adverse effect.

(13) Compliance with Law. The Purchaser and each affiliate, if any, has conducted and is conducting business in compliance in all material respects with all applicable laws, rules, regulations, tariffs, orders, consents and directives of each jurisdiction in which it carries on business and is party to all material agreements and possesses all material approvals, consents, certificates, registrations, authorizations, permits and licences issued by the appropriate provincial, municipal, federal, state or other regulatory agency or body necessary to carry on the business currently carried on by it, is in compliance in all material respects with the terms and conditions of all such agreements and all such approvals, consents, certificates, authorizations, permits and licences and with all laws, regulations, tariffs, rules, orders and directives material to its operations, and the Purchaser and each affiliate, if any, has not received any notice of the modification, revocation or cancellation of, any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such agreement, approval, consent, certificate, authorization, permit or licence.

(14) Environmental Law. Except in compliance with Environmental Laws, the Purchaser has not used or permitted to be used any of its assets or facilities, whether owned, leased, occupied, controlled or licensed or which it owned, leased, occupied, controlled or licensed at any prior time, to generate, manufacture, process, distribute, use, treat store, dispose of, transport or handle any Contaminant, hazardous waste, material or substance as defined in or pursuant to any Environmental Laws by which the Purchaser is bound or subject.

(15) Mining Practices. All activities conducted by the Purchaser and each of its affiliates on its mineral properties have been conducted in all material respects material compliance with Applicable Laws and sound mining, environmental and business practice.

(16) Unlawful Payments. Neither the Purchaser nor any of its affiliates, nor any other Person associated with or acting on behalf of the Purchaser or any of its affiliates (including, without limitation, any director, officer, employee or agent of the Purchaser or any of its affiliates) has, directly or indirectly, while acting on behalf of the Purchaser or any of its affiliates (i) used any corporate funds for unlawful contributions, gifts or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds, (iii) violated any provision of the Foreign Corrupt Practices Act of 1977 (as amended, supplemented, modified, restated or replaced from time to time) or similar legislation, or (iv) made any other unlawful payment.

(17) Money Laundering. The operations of the Purchaser and each of its affiliates are and have been conducted at all times in compliance, in all material respects, with applicable financial recordkeeping and reporting requirements of the money laundering statutes of

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all applicable jurisdictions, the rules and regulations promulgated thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by each applicable governmental agency (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any applicable court or governmental agency, authority or body (including, but not limited to, the Governmental Authorities) or any arbitrator involving the Purchaser or any of its affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of the Issuer after due inquiry, threatened.

5.3 Survival of Representations, Warranties and Covenants

(1) The representations and warranties contained in this Agreement and in any Ancillary Document shall survive Closing and continue for a period of one year thereafter. The representations and warranties set out in Section 5.1(10)(i) through 5.1(10)(iv) (Taxes), shall survive and continue in full force and effect until 6 months after the expiration of the period (the "tax assessment period") during which any tax assessment may be issued by a Governmental Authority in respect of any taxation year to which such representations and warranties extend. The tax assessment period will be determined having regard to any consent, waiver, agreement or other document that extends the period during which a Governmental Authority may issue a tax assessment. A tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under Applicable Law.

(2) The covenants and other obligations contained in this Agreement and in any Ancillary Documents executed or delivered pursuant to this Agreement, to the extent that they have not been fully performed at or prior to Closing, shall survive Closing and shall continue for the benefit of the other Party for such time period as expressly stated herein or if not expressly stated, until performed, but in any event, for no longer than the applicable limitation period imposed by Applicable Law notwithstanding Closing.

(3) Notwithstanding Sections 1.1(1), a claim for any breach of any of the representations and warranties contained in this Agreement and in any Ancillary Document involving fraud, fraudulent misrepresentation or intentional misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Applicable Law.

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5.4 Termination of Liability. On the expiry of the relevant time limits referred to in Section 5.3, no Party shall have any liability or obligations to the other Party in respect of any inaccuracy in or breach of any representation or warranty or covenant contained in this Agreement or any in any Ancillary Document executed or delivered pursuant to this Agreement, except for (and only to the extent of) any Proceeding which has, prior to the expiry of those time limits, been initiated by the other Party and communicated to the Party who is alleged to have breached such representation and warranty or covenant, and in that event, only on the terms and conditions of and to the extent provided for in Article 7.

ARTICLE 6
COVENANTS

6.1 Exclusive Dealings. During the Interim Period, neither the Vendor nor the Vendor Parent will enter into or continue negotiations or discussions with any third party in respect of a sale, amalgamation or otherwise, of all or any portion of the Purchased Assets (an “Acquisition Proposal”). In addition, each of the Vendor and the Vendor Parent agree that, until the earlier of the Closing Date or termination of this Agreement, access will not be given to any other non-public information relating to the Purchased Assets for the purpose of enabling that third party to make a determination as to whether to enter into a transaction with the Vendor or the Vendor Parent for the Purchased Assets. In addition to the other obligations under this Section 6.1, Vendor and the Vendor Parent shall promptly (and, in any event, within three Business Days after receipt thereof by Vendor or the Vendor Parent) advise Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Each of the Vendor and the Vendor Parent agrees that the rights and remedies for non-compliance with this Section 6.1 shall include having such provision specifically enforced by any court of competent equitable jurisdiction, and each of the Vendor and the Vendor Parent acknowledges and agrees that any such breach or threatened breach shall cause irreparable harm to Purchaser and that monetary damages would not provide an adequate remedy for Purchaser. This Section 6.1 shall not apply to any Acquisition Proposal (including any offer, proposal, expression of interest, or inquiry with respect to a potential Acquisition Proposal) in connection with the acquisition of 100% of the outstanding voting shares of the Vendor Parent (including any take-over bid, tender offer, exchange offer, plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction) or all or substantially all of the assets of the Vendor Parent (including any lease, long-term supply agreement or other arrangement having the same economic effect), in each case that includes the Purchased Assets (a “Vendor Parent Acquisition Proposal”).

6.2 Operation During Interim Period. During the Interim Period, the Vendor will maintain the Juby Properties and the Knight Properties in good standing and conduct activities, if any, in respect of the Juby Properties and the AMC Participating Interest in a prudent and business-like manner in the ordinary course, and in a manner consistent with past practice and in accordance with Applicable Law.

6.3 Transfer of Documentation

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(1) Pursuant to Section 4.1(1)(j)(i) the Vendor will deliver, and shall cause to be delivered, to the Purchaser, the Property Data on or before the Closing Date. The Purchaser shall preserve all those documents delivered to it for such period as is required by Applicable Law. From and after the Closing Date, the Purchaser shall permit the Vendor and its authorized Representatives reasonable access to those documents while they are in the Purchaser’s possession or control to the extent that access is required by the Vendor to perform its obligations under this Agreement or under Applicable Law.

(2) Notwithstanding Section 6.3(1), the Vendor shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 6.3(1). provided that those documents or data are reasonably required and only used or relied on by the Vendor to perform its obligations under this Agreement or under Applicable Law.

6.4 MENDM Consent, MLAS Registration and Electronic Registration

(1) The Vendor shall use commercially reasonable efforts to obtain the consent of MENDM (“MENDM Consent”) to transfer and charge the leasehold patents forming part of the Juby Properties prior to the Closing Date, in accordance with the provisions of and to the extent required under the Mining Act (Ontario). The Vendor covenants to apply for the MENDM Consent within five (5) Business Days of the execution of this Agreement and to provide promptly to the Purchaser or its solicitors a copy of such application and all correspondence between the Vendor or its solicitors and MENDM in respect of such application. All fees owing to MENDM in respect of such application shall be at the cost of the Purchaser. The Vendor hereby acknowledges that it is a condition of Closing in favour of the Purchaser that the Vendor obtains the MENDM Consent as set out in Section 3.2. If required by MENDM as a pre-condition to granting the MENDM Consent, the Purchaser shall prepare and file a certified closure plan in accordance with Part VII of the Mining Act (Ontario) (the “Closure Plan”) with respect to the leasehold patents that comprise the Juby Properties. The cost required to prepare any such Closure Plan, and the payment of any financial assurance which must be posted with MENDM in connection therewith, shall be at the sole cost and expense of the Purchaser and shall be paid by the Purchaser directly. If the Purchaser is required by MENDM to prepare and file a Closure Plan as a pre-condition to MENDM’s granting the MENDM Consent, the Purchaser hereby acknowledges that such preparation and filing of the Closure Plan shall be a condition of Closing in favour of the Vendor set out in Section 3.3.

(2) The Vendor shall take all necessary steps, and shall cooperate with the Purchaser, to effect the transfer and registration of the Vendor’s interest in the unpatented mining claims comprising the Juby Properties and the AMC Participating Interest to the Purchaser under the Mining Act (Ontario) through the Mining Lands Administration System (“MLAS”). Such registration shall be completed as soon as reasonably practicable following the Closing Date, and in any event no later than 10 Business Days thereafter, provided that the Purchaser has supplied all information and documentation reasonably required for such registration, including a valid Mining Claim Holder ID. The Parties acknowledge and agree that the transfer of title to the Juby Properties and the AMC Participating Interest shall not be effective for the purposes of the Mining Act (Ontario) unless and until it has been duly registered in MLAS. The Vendor shall not

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unreasonably delay or withhold its acceptance of the transfer request within the MLAS system. Each Party shall bear its own costs in connection with the registration, and the Purchaser shall be responsible for any applicable transfer fees payable to the Ministry of Mines.

(3) Inasmuch as the electronic registration system (“TERS”) is operative in the Land Titles Office in which the Fee Simple Properties and leasehold mining claims comprising the Juby Properties are registered in Ontario, the Vendor and the Purchaser covenant and agree to cause their respective solicitors to enter into a document registration agreement (the “DRA”) in a form acceptable to the solicitors to govern the electronic submission of the transfer/deed for the Fee Simple Properties and leasehold mining claims comprising the Juby Properties and the Charge at Closing to the applicable Land Registry Office. The DRA shall outline or establish the procedures and timing for completing all registrations electronically and provide for all closing documents, closing funds and other closing deliveries to be held in escrow pending the submission of the transfer/deed to the Land Registry Office at the time of Closing and its acceptance by virtue of each registration document being assigned a registration number, which DRA shall be exchanged between the Vendor’s Counsel and the Purchaser’s Counsel prior to the Closing Date.

6.5 Assumed Agreements

(1) To the extent that the rights under any Assumed Agreement cannot be conveyed to the Purchaser on Closing because the consent or approval of a third party, including any Governmental Authority, is required in order to assign that Assumed Agreement (“Non-Assignable Assumed Agreement”) (as applicable), the Parties shall use their commercially reasonable efforts to obtain such consent to the assignment of such Non-Assignable Assumed Agreement to the Purchaser prior to the Closing Time. If any such consent is not obtained prior to the Closing Time, the Parties shall continue to use their commercially reasonable efforts to obtain consents for any Non-Assignable Assumed Agreement following the Closing Time for a period of six-months after the Closing Date. Thereafter, the Purchaser shall continue to use its commercially reasonable efforts to obtain such consents or approvals, provided that, if any Non-Assignable Assumed Agreement has not been transferred to the Purchaser by the end of the six-month period following the Closing Date, the Vendor may terminate any such agreement if the terms of any such agreement provide a termination right. Notwithstanding any provision to the contrary, the obtaining of any such consents is not a condition precedent to Closing in favour of any Party.

(2) From and after the Closing Time, until such time as a Non-Assignable Assumed Agreement has been assigned to the Purchaser or terminated, the Vendor shall hold such Non-Assignable Assumed Agreement in trust for the benefit of the Purchaser and the covenants and obligations thereunder shall be fully performed by the Purchaser and all benefits and obligations existing thereunder shall be for the account of the Purchaser. From and after the Closing Time, the Vendor authorizes the Purchaser, to the extent permitted by Applicable Law and the terms of each such Non-Assignable Assumed Agreement, at the Purchaser’s sole cost and expense, to perform all of the applicable

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Vendor's obligations under each such Non-Assignable Assumed Agreement (and the Vendor shall be fully indemnified and held harmless in respect thereof by the Purchaser).

(3) For greater certainty, neither this Agreement nor any Ancillary Document shall constitute an assignment or an attempted assignment by the Vendor of any Non-Assignable Assumed Agreement unless and until all required approvals and consents to do so have been obtained.

6.6 Regulatory Consents. The Parties shall, as promptly as practicable, make all filings required by them in order to obtain any required regulatory consents and shall respond as promptly as practicable to all requests for additional information made by any Governmental Authority or other regulatory authority of competent jurisdiction with respect to any regulatory consent. The Parties shall co-operate with and provide all reasonable assistance to each other in order to obtain the regulatory consents as promptly as practicable (and, in any event, prior to the Termination Date). Without limiting the generality of the foregoing, the Vendor and the Purchaser shall keep the other apprised of the steps taken or to be taken by such Party to obtain any regulatory consent and, where appropriate, shall provide the other Party with the opportunity to comment on documents in draft form which are necessary in connection with such matters. The Purchaser will within the required time, file with the CSE or any other applicable securities agency, any documents, reports and information, in the required form, required to be filed by applicable securities laws in connection with the issuance, sale and delivery of the Initial Share Consideration and the Balance Shares, together with any applicable filing fees and other materials. The Purchaser shall comply, in all material respects, with the rules and regulations thereof in connection with the issuance, sale and delivery of the Initial Share Consideration and the Balance Shares, if any. Until the one year anniversary of the date the Purchase Price is paid in full, the Purchaser shall use commercially reasonable efforts to maintain the Purchaser's status as a "reporting issuer" not in default under applicable securities laws in each of the British Columbia, Alberta and Ontario, and to maintain its listing on the CSE or on any other stock exchange, market or trading or quotation facility on which such common shares become listed or quoted.

6.7 Further Qualification. For greater certainty, nothing in this Article 6 shall obligate the Vendor to make any payment to any Person or to pay any other charge or fee or to make additional payments, guarantees or financial contributions or arrangements or to institute legal or arbitration or other proceedings including without limitation, any such payments, arrangements or other actions to obtain any consents, waivers or approvals or to maintain in good standing any Non-Assignable Assumed Agreements, in any case for which they are not otherwise compensated in full by the Purchaser in accordance with this Section (it being agreed that the Vendor is entitled to request payment from the Purchaser in advance) and if the Purchaser fails to do so, the Vendor shall be entitled, acting in its sole discretion, to terminate or allow to lapse any such agreement.

The Purchaser shall be responsible for all reasonable costs and expenses incurred by the Vendor in the performance under or of the enforcement of the rights under the applicable Non-Assignable Assumed Agreement from and after Closing until such time as such Non-Assignable Assumed Agreements have been assigned to the Purchaser or terminated, and the Purchaser shall promptly pay to the Vendor any sums required to be paid by it in connection therewith. For

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greater certainty the Vendor shall not be required to perform any obligations under any such Non-Assignable Assumed Agreement or to enforce their rights thereunder until they have received the applicable amount from the Purchaser in cash and received such other assurances or indemnities as may reasonably be required to undertake such action. If the Purchaser fails to do make any payment to the Vendor in accordance with this paragraph, the Vendor shall be entitled, acting in its sole discretion, to terminate or allow to lapse any such agreement.

ARTICLE 7

INDEMNIFICATION

7.1 Indemnification by the Purchaser. The Purchaser shall indemnify and save harmless the Vendor from the amount of any and all Losses as a result of or arising in connection with:

(a) the Purchaser’s ownership, operation or condition of the Juby Properties or the AMC Participating Interest after the Closing Date, and the presence, whether known or unknown, of Contaminants on, under, or migrating from, the Juby Properties or the AMC Participating Interest at any time following the Closing Date;

(b) any commission or other remuneration payable to any broker, advisor, agent or other intermediary who acted or purported to act on behalf of the Purchaser in connection with the transaction contemplated in this Agreement; and

(c) any incorrectness in or breach of any representation or warranty of the Purchaser contained herein, including in the certificates to be delivered to the Vendor by the Purchaser pursuant to this Agreement, or any breach or non-performance by the Purchaser of any covenant to be performed by it pursuant to this Agreement.

7.2 Indemnification by the Vendor. The Vendor shall indemnify and save harmless the Purchaser from the amount of any and all Losses as a result of or arising in connection with:

(a) any commission or other remuneration payable to any broker, advisor, agent or other intermediary who acted or purported to act on behalf of the Vendor in connection with the transaction contemplated in this Agreement; and

(b) any incorrectness in or breach of any representation or warranty of the Vendor contained herein, including in the certificates to be delivered to the Purchaser by the Vendor pursuant to this Agreement, or any breach or non-performance by the Vendor of any covenant to be performed by it pursuant to this Agreement or the Ancillary Documents.

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7.3 Definition of "Losses". For the purposes of Article 7 of this Agreement, "Losses" means, with respect to any matter, all losses, damages, claims, obligations, penalties, judgements, settlement payments, awards, fines, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) arising as a consequence of such matter, but excluding, in each case, all indirect, consequential, punitive, special or similar losses or damages, including loss of profits, loss of revenue and loss of goodwill.

7.4 Liability Limits

(a) No claims for indemnification may be made by an indemnitee, and no indemnity payment shall be payable by an indemnitor to an indemnity under this Article 7, in each case for a claim under Section 7.1(c) or 7.2(b) as applicable, unless and until the indemnitee shall have suffered or incurred indemnifiable Losses in excess of $500,000, at which point the indemnitee shall be entitled to recover all such Losses; provided that other than as provided herein, in no event shall the aggregate Losses required to be paid to an indemnitee under this Section 7.4(a) exceed $2,000,000. The foregoing does not apply to limit an indemnity for any Losses in respect of the representations and warranties made at Section 5.1(9)(a) through (f) (Taxes) herein, which shall not be subject to a liability limit under this Section Error! Bookmark not defined.

(b) Subject to Section 2.4, if any Applicable Laws would give an indemnitee the right, notwithstanding the express terms of Section 5.3 or elsewhere in this Agreement to the contrary, to make an indemnity claim in respect of a breach of a representation or warranty made or given by an indemnitor in this Agreement or in any closing certificate after the expiry of the survival period set forth in Section 5.3 with respect to such representation and warranty, the Parties agree that the aggregate Losses suffered or incurred by an indemnitee as a result of, or arising in connection with, any such indemnity claim shall be limited to $1.00.

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7.5 Exclusivity. Subject to Sections 2.3, 2.4 and 8.2 the provisions of this Article 7 shall constitute the exclusive remedy of the Parties with respect to any matters arising out of, relating to, or connected with this Agreement as it relates to matters of indemnification.

7.6 Waiver. The indemnitor waives any right it may have to require an indemnitee to proceed against or enforce any other right, power, remedy or security or to claim payment from any other Person before claiming under the indemnity provided for in this Article 7. It is not necessary for an indemnitee to incur expense or make payment before enforcing that indemnity.

ARTICLE 8

GENERAL

8.1 Expenses. Other than as set out in this Agreement, each Party shall pay all expenses (including Taxes imposed on those expenses) it incurs in the authorization, negotiation, preparation, execution and performance of this Agreement and the Transaction, including but limited to, all fees and expenses of its Representatives, agents and advisors.

8.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, including the Term Sheet and the Exclusivity Agreement between the Purchaser and the Vendor Parent dated June 11, 2025, as amended and restated on June 26, 2025. For greater certainty, the Confidentiality Agreement between the Purchaser and the Vendor Parent dated June 11, 2025 shall remain in full force and effect in accordance with its terms; however, Section 7 of such confidentiality agreement shall be deemed to be of no further force or effect as of the Closing. Notwithstanding the foregoing, the Parties acknowledge and agree that the Purchaser may, from and after the Closing, stake, lease, or otherwise acquire any interest in mineral properties located within five kilometres of the Juby Properties and the Knight Properties (the "Area of Interest"); provided, however, that the Purchaser covenants and agrees to provide written notice to the Vendor of any interest in mineral properties it stakes, leases or otherwise acquires in the Area of Interest within three Business Days from the date it has so staked, leased or otherwise acquired such interest for the period beginning on Closing and ending on the date the Purchase Price is paid in full. In the event the Purchaser acquires any interest in leasehold or fee simple mineral properties in the Area of Interest during the period beginning on Closing and ending on the date the Purchase Price is paid in full, the Vendor, in its sole discretion, shall have the right to register the Charge on title to such leasehold or fee simple mineral properties and the Purchaser shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and matters as the Vendor may reasonably require, to effect such registration, at the Purchaser's sole cost and expense, provided that such costs and expenses are reasonable and customary, including, without limitation, obtaining any necessary MENDM Consent. In the event of a default by the Purchaser to pay or perform any of its obligations under this Agreement, including without limitation the obligation to pay the Balance, any enforcement by the Vendor of the Security Interest and Charge under this Agreement shall include the surrender, assignment, and conveyance to the Vendor of any such mineral claims or other rights acquired by the Purchaser within the Area of Interest following Closing. Except as specifically set out in this Agreement, there are no representations, warranties, conditions or other agreements or acknowledgements, whether direct or collateral, express or implied, written or oral, statutory or otherwise, that form part of or affect

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this Agreement or which induced any Party to enter into this Agreement. There is no liability, either in tort or in contract, assessed in relation to the representation, warranty, opinion, advice or assertion of fact, except as contemplated in this Section 8.2.

8.3 Time of Essence

Time is of the essence of this Agreement.

8.4 Amendment

This Agreement may be supplemented, amended, restated or replaced only by written agreement signed by each Party.

8.5 Waiver of Rights

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement is effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement operates as a waiver of that right. No single or partial exercise of any such right precludes any other or further exercise of that right or the exercise of any other right.

8.6 Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Vancouver, British Columbia, Canada and the language of the arbitration shall be English. The Parties agree that irreparable harm may occur if any provision of this Agreement is not performed in accordance with its terms and that damages may not be an adequate remedy. Accordingly, the Parties agree that the arbitrator shall have the authority to grant equitable relief, including specific performance and injunctive relief, in addition to any other remedy to which a party may be entitled at law or in equity.

8.7 Governing Law

This Agreement and any dispute arising from or in relation to this Agreement are governed by, and interpreted and enforced in accordance with, the law of the Province of Ontario and the federal laws of Canada applicable in that province, excluding the choice of law rules of that province.

8.8 Notices

(1) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or sent by registered mail, charges prepaid, address as follows:

in the case of a notice to the Vendor or Vendor Parent:

Aris Mining Holdings Corp. c/o Aris Mining Corporation
2400 - 1021 W. Hastings Street
Vancouver, British Columbia
V6E 0C3

Attention: Ashley Baker, General Counsel & Corporate Secretary
Email: [Redacted: Commercially sensitive information]

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

37 -

Fasken Martineau DuMoulin LLP
550 Burrard St Suite 2900
Vancouver, British Columbia
V6C 0A3

Attention: Georald Ingborg
Email: [Redacted: Commercially sensitive information]

and in the case of a notice to the Purchaser:

McFarlane Lake Mining Limited
15 Kincora Court
Sudbury, Ontario
P3E 2B9

Attention: Mark Trevisiol, Chief Executive Officer and Director
E-mail: [Redacted: Commercially sensitive information]

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

Wildeboer Dellelce LLP
Wildeboer Dellelce Place
Suite 800, 365 Bay Street
Toronto, Ontario M5H 2V1

Attention: Perry Dellelce
Email: [Redacted: Commercially sensitive information]

(2) Any notice sent in accordance with this Section 8.8 is deemed to have been received:

(a) if delivered prior to or during normal business hours on a Business Day in the place where the notice is received, on the date of delivery;
(b) if sent by mail, on the fifth Business Day in the place where the notice is received after mailing, or, in the case of disruption of postal service, on the fifth Business Day after cessation of that disruption; or
(c) if sent in any other manner, on the date of actual receipt;

except that any notice delivered in person or sent by transmission not on a Business Day or after normal business hours on a Business Day, in each case in the place where the notice is received, is deemed to have been received on the next succeeding Business Day in the place where the notice is received.

(3) Any Party may change its address for notice by giving notice to the other Parties.

38 -

8.9 Assignment. No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement to any Person.

8.10 Further Assurances. Each Party shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and matters in connection with this Agreement that any other Party may reasonably require, for the purposes of giving effect to this Agreement.

8.11 Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, that provision will, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to the other Parties or circumstances. The Parties shall engage in good faith negotiations to replace any provision which is so restricted, prohibited or unenforceable with an unrestricted and enforceable provision, the economic effect of which comes as close as possible to that of the restricted, prohibited or unenforceable provision which it replaces.

8.12 Successors. This Agreement is binding on, and enures to the benefit of, the Parties and their respective successors.

8.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute one agreement. Delivery of an executed counterpart of this Agreement by facsimile or transmitted electronically in legible form, including without limitation in a tagged image format file (TIFF) or portable document format (PDF), shall be equally effective as delivery of a manually executed counterpart of this Agreement.

8.14 Electronic Signatures. The Parties agree that this Agreement may be executed and delivered by electronic signature (including, without limitation, through platforms such as DocuSign), and that such electronic signature shall be deemed to have the same legal effect as delivery of an original signature.

[Signature page follows]

39 -

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first above written.

ARIS MINING HOLDINGS CORP.

By: (Signed) “Ashley Baker”

Name: Ashley Baker

Title: Corporate Secretary

ARIS MINING CORPORATION

By: (Signed) “Douglas Bowlby”

Name: Douglas Bowlby

Title: Executive Vice President

MCFARLANE LAKE MINING LIMITED

By: (Signed) “Mark Trevisiol”

Name: Mark Trevisiol

Title: Chief Executive Officer and Director

A-1

Schedule A

Juby Properties

[Redacted: Confidential commercial terms and/or commercially sensitive information.]

B-1

Schedule B

Knight Properties

[Redacted: Confidential commercial terms and/or commercially sensitive information.]

Schedule C
Assumed Agreements

[Redacted: Confidential commercial terms and/or commercially sensitive information.]

C-1

Schedule D
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated the [●] day of [●], 2025,

AMONG:

Aris Mining Holdings Corp., a corporation existing under the laws of the Province of British Columbia

(hereinafter referred to as the "Vendor")

AND:

McFarlane Lake Mining Limited, a company existing under the laws of the Province of Ontario

(hereinafter referred to as the "Purchaser")

RECITALS:

A. The Vendor, Aris Mining Corporation, and the Purchaser have entered into an asset purchase agreement dated July 7, 2025 (the "Asset Purchase Agreement"); and

B. Pursuant to the terms of the Asset Purchase Agreement, the Vendor has agreed to assign to the Purchaser, and the Purchaser has agreed to assume, as applicable, the Assumed Agreements, and the Assumed Obligations, subject to the terms and conditions of this Assignment and Assumption Agreement;

NOW THEREFORE in consideration of the mutual promises contained in the Asset Purchase Agreement, the payment by the Purchaser to the Vendor of the Purchase Price, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Purchaser and the Vendor, the Vendor and the Purchaser hereby covenant and agree as follows:

Defined Terms. All capitalized terms used but not defined in this Assignment and Assumption Agreement (including the capitalized terms used in the recitals above) have the meanings set forth in the Asset Purchase Agreement.
Assignment. With effect as of the Effective Time, the Vendor hereby assigns, transfers, conveys and sets over to the Purchaser all of its right, title and interest in and to the Assumed Agreements, including those set out in Schedule “A” hereto, and the Assumed Obligations.
Assumption. With effect as of the Effective Time, the Purchaser hereby:

(a) accepts the assignment and assumption of the Assumed Agreements and the Assumed Obligations;

D-1

(b) covenants and agrees to fully and promptly perform and observe all of the covenants, agreements and conditions in respect of the Assumed Agreements and the Assumed Obligations on the Vendor’s part to be performed and observed; and

(c) covenants and agrees to fully and promptly discharge all of the Vendor’s duties, obligations and liabilities in respect of the Assumed Agreements on and after the Effective Time in the same manner and with the same force and effect as if the Purchaser had originally executed the Assumed Agreements in the place and stead of the Vendor or its predecessors in interest.

Consents. Where a consent or approval of a third party is required to permit the transfer or assignment of any of the Assumed Agreements and such consent has not been obtained as of the time of Closing Time, the parties agree that Section 2 of this Agreement will not apply to such Assumed Agreement and the provisions of Section 6.5 of the Asset Purchase Agreement will apply, mutatis mutandis, to such Agreement.
Indemnity. Subject to the Asset Purchase Agreement, the Purchaser hereby agrees to indemnify and save harmless the Vendor from and against any and all Losses suffered or incurred by the Vendor as a result of or arising in connection with the Purchaser failing to comply with or perform its obligations under Section 3 of this Assignment and Assumption Agreement.
Further Assurances. Each of the Vendor and the Purchaser shall execute and deliver all further documents and perform all other acts as may be necessary or desirable to give effect to the terms of this Assignment and Assumption Agreement, including, if deemed necessary by the Purchaser and Vendor, acting reasonably, executing and delivering one or more additional assignment and assumption agreements with respect to one or more of the Assumed Agreements. For greater certainty, if there is any conflict or inconsistency between this Assignment and Assumption Agreement and such additional assignment and assumption agreement, the provisions of such additional assignment and assumption agreement shall prevail with respect to the applicable Assumed Agreement(s), unless expressly provided otherwise.
Enurement. This Assignment and Assumption Agreement ensures to the benefit of and be binding upon the Vendor and the Purchaser and each of their respective successors and assigns.
Governing Law. This Assignment and Assumption Agreement is governed by the laws of the Province of Ontario. Any action brought in connection with this Assignment and Assumption Agreement shall be brought in the courts of Ontario, and the parties hereto hereby irrevocably consent to the jurisdiction of such courts.
Counterparts. This Assignment and Assumption Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute one agreement. Delivery of an executed counterpart of this Assignment and Assumption Agreement by facsimile or transmitted electronically in legible form, including without limitation in a tagged image format file (TIFF) or portable document format (PDF), shall be equally effective as delivery of a manually executed counterpart of this Assignment and Assumption Agreement.

C-2

Electronic Signatures. The Parties agree that this Agreement may be executed and delivered by electronic signature (including, without limitation, through platforms such as DocuSign), and that such electronic signature shall be deemed to have the same legal effect as delivery of an original signature.

[Signature page follows]

C-3

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first above written.

ARIS MINING HOLDINGS CORP.

By: _______
Name:
Title:

MCFARLANE LAKE MINING LIMITED

By: _______
Name:
Title:

C-4

C-5

Schedule “A”

Assumed Agreements

[Redacted: Confidential commercial terms and/or commercially sensitive information.]

E-1

Schedule E

Permitted Encumbrances

[Redacted: Confidential commercial terms and/or commercially sensitive information.]

AI assistant

McFarlane Lake Mining Limited M&A Activity 2025

48094_rns_2025-07-09_7001dde6-0142-4ad9-86ea-184257135930.pdf

ARTICLE 6 COVENANTS ... 30

ARTICLE 7 INDEMNIFICATION ... 34

ARTICLE 8 GENERAL ... 36

ASSET PURCHASE AGREEMENT

AMONG:

AND:

AND:

WHEREAS:

1.3 Certain Rules of Interpretation.

2.6 Liabilities Related to the Juby Properties and Knight Properties

2.7 Assumption of Risks

2.8 Allocation of the Purchase Price

2.9 Planning Act

4.2 Conditions for the Benefit of the Vendor

4.3 Termination Events. This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Date:

ARTICLE 5

5.3 Survival of Representations, Warranties and Covenants

6.4 MENDM Consent, MLAS Registration and Electronic Registration

6.5 Assumed Agreements

ARTICLE 7

ARTICLE 8

8.3 Time of Essence

8.4 Amendment

8.5 Waiver of Rights

8.6 Arbitration

8.7 Governing Law

8.8 Notices

ARIS MINING HOLDINGS CORP.

ARIS MINING CORPORATION

MCFARLANE LAKE MINING LIMITED

Schedule A

Juby Properties

Schedule B

Knight Properties

Schedule E

Permitted Encumbrances

AI assistant

McFarlane Lake Mining Limited — M&A Activity 2025

48094_rns_2025-07-09_7001dde6-0142-4ad9-86ea-184257135930.pdf

ARTICLE 6 COVENANTS ... 30

ARTICLE 7 INDEMNIFICATION ... 34

ARTICLE 8 GENERAL ... 36

ASSET PURCHASE AGREEMENT

AMONG:

AND:

AND:

WHEREAS:

1.3 Certain Rules of Interpretation.

2.6 Liabilities Related to the Juby Properties and Knight Properties

2.7 Assumption of Risks

2.8 Allocation of the Purchase Price

2.9 Planning Act

4.2 Conditions for the Benefit of the Vendor

4.3 Termination Events. This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Date:

ARTICLE 5

5.3 Survival of Representations, Warranties and Covenants

6.4 MENDM Consent, MLAS Registration and Electronic Registration

6.5 Assumed Agreements

ARTICLE 7

ARTICLE 8

8.3 Time of Essence

8.4 Amendment

8.5 Waiver of Rights

8.6 Arbitration

8.7 Governing Law

8.8 Notices

ARIS MINING HOLDINGS CORP.

ARIS MINING CORPORATION

MCFARLANE LAKE MINING LIMITED

Schedule A

Juby Properties

Schedule B

Knight Properties

Schedule E

Permitted Encumbrances

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McFarlane Lake Mining Limited M&A Activity 2025