EXECUTION VERSION

ARRANGEMENT AGREEMENT

BETWEEN

MONT ROYAL RESOURCES LIMITED

AND

COMMERCE RESOURCES CORP.

DATED APRIL 9, 2025

ARTICLE 1 INTERPRETATION... 2
1.1 Definitions... 2
1.2 Interpretation Not Affected by Headings... 19
1.3 Number and Gender... 19
1.4 Certain Phrases and References, etc... 19
1.5 Capitalized Terms... 19
1.6 Date for Any Action... 19
1.7 Time References... 19
1.8 Statutes... 19
1.9 Currency... 20
1.10 Accounting Matters... 20
1.11 Knowledge... 20
1.12 Consent... 20
1.13 Subsidiaries... 20
1.14 Schedules... 20

ARTICLE 2 THE ARRANGEMENT AND MEETING... 21
2.1 Arrangement... 21
2.2 Interim Order... 21
2.3 CCE Meeting... 22
2.4 CCE Circular... 24
2.5 Final Order... 27
2.6 Court Proceedings... 27
2.7 Plan of Arrangement and Effective Date... 28
2.8 Payment of Consideration... 29
2.9 Withholding Taxes... 29
2.10 U.S. Securities Law Matters... 30
2.11 Treatment of CCE Options, CCE Convertible Notes and CCE Warrants... 31
2.12 Adjustment to Consideration... 31

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CCE... 31
3.1 Representations and Warranties... 31
3.2 Survival of Representations and Warranties... 32

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF MRZ... 32
4.1 Representations and Warranties... 32
4.2 Survival of Representations and Warranties... 32

ARTICLE 5 COVENANTS... 32
5.1 Covenants of CCE Regarding the Conduct of Business... 32
5.2 Covenants of MRZ Regarding the Conduct of Business... 39
5.3 Covenants of CCE Relating to the Arrangement... 45
5.4 Covenants of MRZ Relating to the Arrangement... 47
5.5 Mutual Covenants... 49
5.6 ASX Listing... 50
5.7 MRZ Meeting and Prospectus... 50
5.8 MRZ Circular and Prospectus... 51
5.9 Alternative Transaction... 55
5.10 Pre-Closing Reorganization... 55

5.11 Public Communications... 56
5.12 Insurance and Indemnification... 57
5.13 Exchange Delisting and Listing of MRZ Shares... 58
5.14 Transferred Information... 58

ARTICLE 6 CONDITIONS... 59

6.1 Mutual Conditions Precedent... 59
6.2 Additional Conditions Precedent to the Obligations of MRZ... 60
6.3 Additional Conditions Precedent to the Obligations of CCE... 61
6.4 Satisfaction of Conditions... 62

ARTICLE 7 ADDITIONAL AGREEMENTS... 62

7.1 Notice and Cure Provisions... 62
7.2 Non-Solicitation... 63
7.3 Right to Accept a Superior Proposal... 68
7.4 Expenses and Termination Fees... 70
7.5 Access to Information; Confidentiality... 72

ARTICLE 8 TERM, TERMINATION, AMENDMENT AND WAIVER... 74

8.1 Term... 74
8.2 Termination... 74
8.3 Amendment... 77
8.4 Waiver... 77

ARTICLE 9 GENERAL PROVISIONS... 78

9.1 Notices... 78
9.2 Governing Law; Waiver of Jury Trial... 79
9.3 Injunctive Relief... 79
9.4 Third Party Beneficiaries... 79
9.5 Time of Essence... 80
9.6 Entire Agreement... 80
9.7 Assignment... 80
9.8 Mutual Intent... 80
9.9 Further Assurances... 81
9.10 Severability... 81
9.11 Counterparts, Execution... 81
9.12 Language... 81

SCHEDULE “A” PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) A-1

ARTICLE 1 DEFINITIONS AND INTERPRETATION A-1

1.1 Definitions... A-1
1.2 Interpretation Not Affected by Headings... A-4
1.3 Number, Gender and persons... A-4
1.4 Date for any Action... A-5
1.5 Statutory References... A-5
1.6 Currency... A-5
1.7 Governing Law... A-5

ARTICLE 2 ARRANGEMENT AGREEMENT A-5

2.1 Arrangement Agreement... A-5

2.2 Binding Effect A-5

ARTICLE 3 ARRANGEMENT A-6

3.1 Arrangement A-6
3.2 No Fractional Shares A-7
3.3 Effect of Arrangement on CCE Warrants and CCE Convertible Notes A-8

ARTICLE 4 DISSENT RIGHTS A-8

4.1 Dissent Rights A-8
4.2 Recognition of Dissenting Holders A-9

ARTICLE 5 DELIVERY OF CONSIDERATION A-10

5.1 Payment of Consideration A-10
5.2 Delivery of Consideration A-10
5.3 Lost Certificates A-10
5.4 Distributions with Respect to Unsurrendered Certificates A-11
5.5 Withholding Rights A-11
5.6 Limitation and Proscription A-12
5.7 No Liens A-12

ARTICLE 6 AMENDMENTS A-12

6.1 Amendments to Plan of Arrangement A-12
6.2 Termination A-13

ARTICLE 7 FURTHER ASSURANCES A-13

7.1 Further Assurances A-13

ARTICLE 8 U.S. SECURITIES LAW MATTERS A-13

8.1 U.S. Securities Law Matters A-13

ARTICLE 9 PARAMOUNTCY A-13

SCHEDULE "B" ARRANGEMENT RESOLUTION B-1
SCHEDULE "C" REPRESENTATIONS AND WARRANTIES OF CCE C-1
SCHEDULE "D" REPRESENTATIONS AND WARRANTIES OF MRZ D-1
SCHEDULE "E" CCE LOCKED-UP SHAREHOLDERS E-1

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated April 9, 2025,

BETWEEN:

MONT ROYAL RESOURCES LIMITED, a corporation incorporated under the laws of New South Wales under Australian Company Number 625 237 658, and having an office at Level 8, 2 Bligh Street, Sydney, New South Wales, 2000

("MRZ")

-and-

COMMERCE RESOURCES CORP., a corporation incorporated under the laws of the Province of British Columbia and having its registered and records office at 800 – 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1

("CCE")

WHEREAS:

A. Pursuant to the Plan of Arrangement and as provided in this Agreement, MRZ and CCE propose an arrangement involving, among other things, the acquisition of all issued and outstanding shares of CCE by MRZ in consideration for the issuance to CCE Shareholders of MRZ Shares;

B. The Parties intend to carry out the transactions contemplated hereby by way of an arrangement under the provisions of the BCBCA and in furtherance thereof, the CCE Board has agreed to submit the Arrangement Resolution to the CCE Shareholders and the Court for approval;

C. The CCE Board, having received a unanimous recommendation from the CCE Special Committee, after consultation with its financial and legal advisors and having received the Fairness Opinion, has unanimously determined that the Arrangement is in the best interests of CCE and that the Consideration to be received by CCE Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the CCE Shareholders;

D. The CCE Board has approved the transactions contemplated by this Agreement and unanimously determined, subject to the terms of this Agreement, to recommend that the CCE Shareholders vote in favour of the Arrangement Resolution;

E. The MRZ Board has approved the transactions contemplated by this Agreement and unanimously determined, subject to the terms of this Agreement, to recommend that the MRZ Shareholders vote in favour of the Arrangement, among other things;

F. MRZ has entered into the CCE Voting and Lock-up Agreements with the CCE Locked-up Shareholders, pursuant to which such CCE Locked-up Shareholders have agreed, subject

to the terms and conditions thereof, to vote their CCE Shares in favour of the Arrangement Resolution; and

G. The MRZ Board has unanimously determined that the Arrangement is in the best interests of MRZ.

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only a Party and/or one or more of its wholly-owned subsidiaries, any offer, proposal or inquiry from any person or group of persons acting jointly or in concert, whether or not in writing and whether or not delivered to the shareholders of a Party, after the date hereof relating to:

(a) any acquisition or purchase, direct or indirect, of: (i) the assets of that Party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of that Party and its subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of a Party and its subsidiaries, taken as a whole (or any lease, long-term supply or off-take agreement, hedging arrangement or other transaction having the same economic effect as a sale of such assets) (in each case, determined based upon the most recent publicly available consolidated financial statements of that Party), or (ii) 20% or more of the issued and outstanding voting or equity securities of that Party or any one or more of its subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of that Party and its subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of that Party);

(b) any direct or indirect take-over bid, tender offer or exchange offer that, if consummated, would result in such person or group of persons beneficially owning 20% or more of the issued and outstanding voting or equity securities of any class of voting or equity securities of that Party;

(c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving that Party or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or revenues, as applicable, of that Party and its subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of that Party); or

(d) any other similar transaction or series of transactions involving the Party or any of its subsidiaries, and, in all cases, whether in a single transaction or in a series of related transactions;

"affiliate" has the meaning given to it in the Securities Act;

"Agreement" means this arrangement agreement as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

"AIFRS" means Australian International Financial Reporting Standards;

"Alternative Transaction" has the meaning ascribed to such term in Section 5.6;

"Alternative Transaction Conditions" has the meaning ascribed to such term in Section 5.6;

"Anti-Corruption Laws" means the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the U.S. Foreign Corrupt Practices Act of 1977, the Criminal Code (Canada), the Commonwealth Criminal Code Act 1995 (Cth) (Australia), Corporations Act 2001 (Cth) (Australia) and the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (Australia) and any other anti-bribery or anticorruption laws and similar legislation in other jurisdictions that may be applicable to the relevant Party and its subsidiaries or its businesses;

"Arrangement" means an arrangement pursuant to the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of CCE and MRZ, each acting reasonably;

"Arrangement Resolution" means the special resolution of the CCE Shareholders approving the Arrangement to be considered at the CCE Meeting, substantially in the form and content of Schedule "B" hereto;

"ASIC" means the Australian Securities and Investments Commission;

"associate" has the same meaning as ascribed to the term "associated entity" in MI 61-101;

"ASX" means the Australian Securities Exchange;

"ASX Listing Rules" means the official listing rules of the ASX from time to time;

"ASX Reinstatement Letter" means a written confirmation from ASX to the MRZ confirming that ASX will reinstate the MRZ Shares to official quotation on ASX and terminate any suspension of trading of MRZ Shares, subject to the satisfaction of such terms and conditions (if any) as are prescribed by ASX or the ASX Listing Rules and set out in the confirmation;

"BCBCA" means the Business Corporations Act (British Columbia);

"BCSC" means the British Columbia Securities Commission;

"Books and Records" means the books and records of a Party and its subsidiaries including, to the extent existing, financial, corporate, operations and sales books, records, books of account, sales, purchase and billing records, lists of suppliers and customers, business reports, reports of customer contacts, employee documents and files, human resources materials and all other documents, files, records, and other data and information, financial or otherwise, including all data, information and databases stored on computer-related or other electronic media, and all Tax records and Tax Returns;

"Buildings and Fixtures" means all plant, buildings, structures, erections, improvements, appurtenances and fixtures (including fixed machinery and fixed equipment) situate on any of the CCE Property or MRZ Property as applicable;

"Business Day" means a day, other than a Saturday or a Sunday, on which the principal commercial banks located in Vancouver, British Columbia and Perth, Australia are open for the conduct of business;

"CCE" has the meaning ascribed thereto in the recitals;

"CCE Benefit Plans" means all health, welfare, dental, vision, sickness, death, life, cafeteria, flexible spending, supplemental unemployment benefit, bonus, change of control, loan, allowance, spending account, profit sharing, insurance, incentive, incentive compensation, or deferred compensation plans, share purchase, share options, share compensation, or other equity-based compensation plans, disability, pension or retirement income or savings plans, vacation or other paid time off, parental leave and any other arrangements or benefit plans, trust, funds, policies, programs, arrangements, or practices which are (a) sponsored, maintained, contributed to or required to be contributed to by CCE, or (b) for which CCE has any actual or contingent liability or obligation with respect to any current or former employee, officer, director or Independent Contractor of CCE o, excluding Statutory Plans, but including the CCE Plan;

"CCE Board" means the board of directors of CCE as the same is constituted from time to time;

"CCE Board Recommendation" has the meaning ascribed to such term in Section 2.4(c);

"CCE Budget" means CCE's budget for 2025, including capital expenditures, in the form appended to Section 1.1 of the CCE Disclosure Letter;

"CCE Circular" means the notice of the CCE Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to the CCE Shareholders in connection with the CCE Meeting, as amended, supplemented or otherwise modified from time to time;

"CCE Convertible Notes" means the secured convertible notes of CCE in accordance with their terms;

"CCE Data Room" means the material contained in the virtual data room established by CCE on April 4, 2025 as of 12:00 p.m. (Vancouver time), the index of documents of which is appended to the CCE Disclosure Letter;

“CCE Disclosure Letter” means the disclosure letter executed by CCE and delivered to MRZ on the date hereof;

“CCE Filings” means all forms, reports, schedules, statements and other documents which have been publicly filed by or on behalf of CCE on SEDAR+ pursuant to Canadian Securities Laws since November 1, 2023;

“CCE Financial Statements” means the audited consolidated financial statements of CCE for the fiscal years ended October 31, 2024 and 2023;

“CCE Financing” means the non-brokered private placement of CCE Convertible Notes for aggregate gross proceeds of up to C$2,200,000;

“CCE Indigenous Group Contracts” has the meaning ascribed to such term in Section 20(a) of Schedule “C”;

“CCE Leased Real Property” has the meaning ascribed to such term in Section 32(b) of Schedule “C”;

“CCE Locked-up Shareholders” means each of the directors and significant CCE Shareholders listed on Schedule “E”;

“CCE Material Contract” has the meaning ascribed to such term in Section 31(a) of Schedule “C”;

“CCE Meeting” means the special meeting of the CCE Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and any other matters as may be set out in the CCE Circular and agreed to in writing by MRZ, acting reasonably;

“CCE Mineral Right” has the meaning ascribed to such term in Section 38(a) of Schedule “C”;

“CCE Options” means the outstanding, vested 2,500,000 options of CCE issued on March 18, 2025 at an exercise price of $0.12 to purchase CCE Shares issued under the CCE Plan;

“CCE Plan” means the equity incentive plan of CCE, which was most recently approved by CCE Shareholders at the annual and special meeting on May 8, 2024, as amended and supplemented;

“CCE Property” means the freehold, real and immovable properties held by CCE and the CCE Leased Real Property listed in Section 32(b) of the CCE Disclosure Letter;

“CCE Royalty Agreement” has the meaning ascribed to such term in Section 38(i) of Schedule “C”;

“CCE Securities” means the CCE Shares, CCE Options, CCE Warrants and the CCE Convertible Notes;

“CCE Securityholders” means the CCE Shareholders or holders of CCE Options, CCE Convertible Notes and CCE Warrants;

“CCE Shareholder Approval” has the meaning ascribed to such term in Section 2.2(c);

“CCE Shareholders” means the holders of CCE Shares;

“CCE Shares” means the common shares in the capital of CCE;

“CCE Special Committee” means the special committee established by the CCE Board in connection with the transactions contemplated by this Agreement;

“CCE Technical Reports” means all current technical reports filed on SEDAR+ in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

“CCE Termination Fee Event” has the meaning ascribed to such term in Section 7.4(d)(ii);

“CCE Voting and Lock-up Agreements” means the voting and support agreements (including all amendments thereto) between MRZ and the CCE Locked-up Shareholders setting forth the terms and conditions upon which they agree to vote their CCE Shares, CCE Options and CCE Warrants in favour of the Arrangement Resolution;

“CCE Warrants” means the outstanding warrants to purchase CCE Shares issued by CCE;

“Change in MRZ Recommendation” has the meaning ascribed thereto in Section 8.2(a)(iv)(A);

“Change in Recommendation” has the meaning ascribed to such term in Section 7.2(b)(iv);

“Collective Agreement” means any collective agreement, collective bargaining agreement or related bargaining agent document that is binding on a Party or its subsidiary, including any arbitration decision, letter or memorandum of understanding or agreement with bargaining agents, letter of intent with bargaining agents or other written communication with bargaining agents, in each case, which covers or would pertain to the employment of any Employee of such Party or impose any obligations upon such Party in connection with the employment of any Employee;

“Confidentiality Agreement” means the confidentiality agreement dated 14th July, 2024 entered into between CCE and MRZ;

“Consideration” means the post-MRZ Consolidation MRZ Shares to be issued to the CCE Shareholders pursuant to the Plan of Arrangement, being 2.3271 post-MRZ Consolidation MRZ Shares for each (one) 1 CCE Share, subject to further adjustments in accordance with Section 2.12 of this Agreement;

“Constating Documents” means notice of articles, articles of incorporation, amalgamation, arrangement or continuation, as applicable, articles, by-laws, certificates of incorporation, certificates of change of company name (as applicable), constitutions or other constating documents and all amendments thereto;

“Contract” means any contract, agreement, license, lease, arrangement or other right or obligation to which CCE or MRZ or any of their respective subsidiaries is a party or by which CCE or MRZ or any of their respective subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

"Court" means the Supreme Court of British Columbia;

"Depository" means any trust company, bank or financial institution agreed to in writing between the Parties for the purpose of, among other things, exchanging certificates representing CCE Shares for certificates representing the Consideration pursuant to the Arrangement;

"Disclosing Party" has the meaning specified in the definition of Transferred Information;

"Dissent Rights" means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

"Effective Date" means the date upon which the Arrangement becomes effective pursuant to the Plan of Arrangement;

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

"Employees" means all employees of a Party or its subsidiaries, as the case may be, including part-time and full-time employees, in each case, whether active or inactive, unionized or non-unionized;

"Environmental Laws" means all Laws and Contracts with Governmental Entities relating to reclamation or restoration of properties; abatement of pollution; protection of the environment; public health; occupational safety; protection of wildlife, including endangered species; processing, distribution, use, handling, transport, management, treatment, storage, disposal or control of, or exposure to, Hazardous Substances; Releases or threatened Releases of Hazardous Substances, and all Permits issued or required pursuant to such Laws;

"Exchange" means with respect to CCE, the TSX-V, and with respect to MRZ, the ASX;

"Exchange Ratio" means 2.3271 MRZ Shares for each CCE Share on a post-MRZ Consolidation basis;

"Fairness Opinion" means the opinion of Evans & Evans, Inc. to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the CCE Shareholders under the Arrangement is fair, from a financial point of view, to such holders;

"Final Order" means the final order of the Court, after being informed of the intention to rely upon the exemption from the registration requirements under section 3(a)(10) of the U.S. Securities Act with respect to the issuance and distribution of the Consideration and the Replacement Options, approving the Arrangement, in form and substance acceptable to both CCE and MRZ, each acting reasonably, made pursuant to Section 291 of the BCBCA, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both CCE and MRZ, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both CCE and MRZ, each acting reasonably);

"Form 51-102F5" means Form 51-102F5 as prescribed in National Instrument 51-102 – Continuous Disclosure Obligations;

"Governmental Entity" means: (a) any multinational, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, bureau, board or authority of any of the foregoing; (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange, including the Exchanges;

"Hazardous Substance" means any substance that is prohibited, regulated, designated or classified as dangerous, hazardous, radioactive, explosive, toxic, a waste or a contaminant pursuant to any applicable Environmental Laws, including petroleum products or by-products, asbestos and asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials, radon, and perfluoroalkyl;

"IFRS" means International Financial Reporting Standards, at the relevant time, prepared on a consistent basis;

"Income Tax Assessment Act" means the Income Tax Assessment Act 1936 (Cth), Income Tax Assessment Act 1997 (Cth) and the Taxation Administration Act 1953 (Cth) and the regulations thereunder, as amended from time to time;

"Independent Contractor", of an entity, means a contractor engaged to perform a budgeted position that would otherwise be filled by an employee of that entity;

"Intellectual Property" means all intellectual property, in any jurisdiction throughout the world, whether or not registrable, including all: (a) patents, applications for patents and reissues, divisionals, continuations, renewals, re-examinations, extensions and continuations-in-part of patents or patent applications, (b) proprietary confidential information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, models, formulas, algorithms, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing, (c) copyrights, copyright registrations and applications for copyright registration, (d) integrated circuit, topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications, (e) designs, design registrations, design registration applications, industrial designs, industrial design registrations and industrial design applications, (f) trade names, business names, corporate names, domain names, social media accounts and user names, social media identifiers and identities, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade dress and logos, and the goodwill associated with any of the foregoing, (g) all intellectual property rights in and to software and technology, including rights and data in databases, and (h) any other intellectual property and industrial property rights throughout the world, however denominated;

"Interim Order" means the interim order of the Court, after being informed of the intention to rely upon the exemption from the registration requirements under section 3(a)(10) of the U.S. Securities Act with respect to the issuance and distribution of the Consideration and the

Replacement Options, to be issued following the application therefor contemplated by Section 2.2 of this Agreement and made pursuant to Section 291 of the BCBCA, providing for, among other things, the calling and holding of the CCE Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both CCE and MRZ, each acting reasonably;

“Investment Canada Act” means the Investment Canada Act, as amended from time to time;

“JORC Code” means the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves;

“Key Regulatory Approvals” means those Regulatory Approvals required to proceed with the Arrangement, the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on such Party, including those specified in Section 5 of the CCE Disclosure Letter or Section 5 of the MRZ Disclosure Letter;

“Key Third Party Consents” means those consents and approvals specified in Section 6.1(i) of the CCE Disclosure Letter or Section 6.1(i) of the MRZ Disclosure Letter;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, Orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

“Lease” means any lease, sublease, license, occupancy agreement or other agreement pursuant to which a Party or any of its subsidiaries is vested with rights to use or occupy the CCE Leased Real Property or MRZ Leased Real Property, as the case may be, as amended, modified or supplemented or renewed;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, royalties, encumbrances and adverse rights or claims, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Material Adverse Effect” means, in respect of a person, any fact, change, event, occurrence, effect, state of facts, liability and/or circumstance that, individually or in the aggregate with other such facts, changes, events, occurrences, effects, states of facts, liabilities or circumstances, is or could reasonably be expected to be material and adverse to the current and future business, operations, results of operations, assets, properties, condition (financial or otherwise), liabilities (contingent or otherwise) or capitalization of such person and its subsidiaries taken as a whole, other than any fact, change, event, occurrence, effect, state of facts, liability or circumstance resulting from or arising in connection with:

(a) any fact, change, event, occurrence, effect, state of facts, liability or circumstance generally affecting the industries in which the Parties or their subsidiaries operate, including any change in the price of rare metals, rare earth elements or lithium;

(b) any fact, change, event or occurrence in global, national or regional economic, political, or financial conditions, including changes in (i) financial markets, credit markets or capital markets, (ii) interest rates and credit ratings, (iii) inflation and (iv) currency exchange rates;

(c) any hurricane, flood, tornado, earthquake or other natural or man-made disaster or acts of God, epidemic, pandemic or disease outbreak or any material worsening of such conditions existing as of the date of this Agreement;

(d) any act of terrorism or any outbreak of hostilities or declared or undeclared war, cyberterrorism, civil unrest, civil disobedience, sabotage, cybercrime, national or international calamity, military action, declaration of a state of emergency or any other similar event (including the current conflict between the Russian Federation and Ukraine and the conflict in the Middle East), or any change, escalation or worsening thereof;

(e) any change in Law, IFRS, AIFRS or changes in regulatory accounting or Tax requirements, or in the interpretation, application or non-application of the foregoing by any Governmental Entity, after the date of this Agreement;

(g) any specific action taken (or omitted to be taken) by a Party to this Agreement that is expressly required to be taken (or, in the case of an omission, expressly prohibited to be taken) pursuant to this Agreement or with the express prior written consent or at the written direction of the Parties hereto, provided that this clause (g) shall not apply to any representation or warranty (or any Party’s obligation to consummate the Agreement relating to such representation or warranty) to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby;

(h) any change in the market price or trading volume of a Party’s securities (it being understood that the causes underlying such change in market price or trading volume may, to the extent not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred);

(i) the failure in and of itself of a Party to meet any internal or published projections, forecasts or guidance or estimates of revenues, earnings, cash flows or other financial operating metrics of such Party or of any securities analysts before, on or after the date of this Agreement (it being understood that the causes underlying such failure may, if not otherwise excluded from this definition of Material Adverse Effect, be deemed either alone or in combination to constitute, or be taken into account in determining whether a Material Adverse Effect has occurred); or

(j) any fact, change, event, occurrence, effect, state of facts, liability and/or circumstance directly resulting from the announcement of this Agreement or the Arrangement or the implementation of the Arrangement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of CCE or MRZ with any of their

customers, employees, shareholders, vendors, distributors, partners or suppliers arising as a direct consequence of same (it being understood that this clause (j) shall not apply with respect to any representation or warranty the purpose of which is to address the effect of the announcement, execution, delivery and performance of this Agreement or the transactions contemplated hereby, including the Arrangement, or the performance of any obligations hereunder),

but, in the case of clauses (a) through to and including (e) above, only to the extent that any such fact, change, event, occurrence, effect, state of facts, liability or circumstances does not have a disproportionate effect on CCE or MRZ, as applicable, taken as a whole, relative to comparable entities operating in the industry in which they operate, and references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred;

“Material Contract” means, in respect of any Party, any Contract:

(a) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect on such Party;

(b) under which such Party or any of its subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party in excess of A$250,000 in the aggregate;

(c) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of A$250,000;

(d) restricting the incurrence of indebtedness by such Party or any of its subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of such Party or any of its subsidiaries, or restricting the payment of dividends by such Party;

(e) under which the Party or any of its subsidiaries is obligated to make or expects to receive payments in excess of A$250,000 over the remaining term;

(f) providing for the establishment, organization or formation of any joint venture, limited liability company, partnership, royalty or stream interest;

(g) that creates an exclusive dealing arrangement or right of first offer or refusal;

(h) that is a Collective Agreement;

(i) with a Governmental Entity;

(j) providing for employment severance or change in control payments;

(k) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds A$250,000;

(1) that limits or restricts (i) the ability of such Party or any of its subsidiaries to engage in any line of business or carry on business in any geographic area, or (ii) the scope of persons to whom such Party or any of its subsidiaries may sell products or deliver services;

(m) such Party has filed with the Securities Authorities as a material contract in accordance with applicable Securities Laws;

(n) that is made out of the ordinary course of business;

(o) that is otherwise material to such Party and its subsidiaries, considered as a whole; and

(p) that creates an exclusive dealing arrangement or grants “most favoured nation” status in a manner that would restrict or affect the future business activity of a Party or its subsidiaries in any material respect.

“material fact” has the meaning ascribed to such term in the Securities Act;

“MI 61-101” means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions;

“MRZ” has the meaning ascribed thereto in the recitals;

“MRZ Benefit Plans” means all health, welfare, dental, vision, sickness, death, life, cafeteria, flexible spending, supplemental unemployment benefit, bonus, change of control, loan, allowance, spending account, profit sharing, insurance, incentive, incentive compensation, or deferred compensation plans, share purchase, share options, share compensation, or other equity-based compensation plans, disability, pension or retirement income or savings plans, vacation or other paid time off, parental leave and any other arrangements or benefit plans, trust, funds, policies, programs, arrangements, or practices which are (a) sponsored, maintained, contributed to or required to be contributed to by MRZ or its subsidiaries, or (b) for which MRZ or its subsidiaries has any actual or contingent liability or obligation with respect to any current or former employee, officer, director or Independent Contractor of MRZ or any of its subsidiaries;

“MRZ Board” means the board of directors of MRZ as the same is constituted from time to time;

“MRZ Board Recommendation” has the meaning ascribed thereto in Section 5.8(b);

“MRZ Budget” means MRZ’s budget for 2025, including capital expenditures, in the form appended to Section 1.1 of the MRZ Disclosure Letter;

“MRZ Circular” means the notice of meeting and explanatory memorandum to be distributed to the MRZ Shareholders by MRZ in connection with obtaining the MRZ Shareholder Approval at the MRZ Meeting;

“MRZ Consolidation” means the consolidation of the MRZ Shares on the basis of nought point two one nine five (0.2195) post consolidation MRZ Shares for each (1) pre-consolidation MRZ Share;

"MRZ Data Room" means the material contained in the virtual data room established by MRZ on Kiteworks as of 12:00 p.m. (Vancouver time) on April 4, 2025, the index of documents of which is appended to the MRZ Disclosure Letter;

"MRZ Disclosure Letter" means the disclosure letter delivered by MRZ to CCE on the date hereof;

"MRZ Equity Raise" means the equity raise by MRZ of aggregate gross proceeds of no greater than A$10 million (before costs) to be funded through a public equity offering by MRZ;

"MRZ Filings" means all documents publicly filed by or on behalf of MRZ pursuant to the ASX Listing Rules or with ASIC since July 1, 2023;

"MRZ Financial Statements" means the audited consolidated financial statements of MRZ for the periods ended June 30, 2024 and 2023 and the auditor reviewed consolidated financial statements of MRZ for the half-year period ended December 31, 2024;

"MRZ Indigenous Group Contracts" has the meaning ascribed to such term in Section 16(a) of Schedule "D";

"MRZ Intervening Event" means any event, development, circumstance, change, effect, condition or occurrence that, as of the date of this Agreement, was not, after due inquiry, known to the MRZ Board;

"MRZ Intervening Event Notice" has the meaning ascribed thereto in Section 5.8(d)(ii)

"MRZ Intervening Event Period" has the meaning ascribed thereto in Section 5.8(d)(ii);

"MRZ Leased Real Property" has the meaning ascribed to such term in Section 28(b) of Schedule "D";

"MRZ Material Contract" has the meaning ascribed to such term in Section 27(a) of Schedule "D";

"MRZ Meeting" means the meeting of MRZ Shareholders, including any adjournment or postponement of such meeting in accordance with the terms of this Agreement, to be called and held for the purpose of seeking the MRZ Shareholder Approval;

"MRZ Mineral Right" has the meaning ascribed to such term in Section 34(a) of Schedule "D";

"MRZ Plan" means the Mont Royal Resources Limited Employee Securities Incentive Plan, which was approved by the MRZ Shareholders on 24 November 2022;

"MRZ Property" means the freehold, real or immovable properties held by MRZ and its subsidiaries and the MRZ Leased Real Property listed in Section 28(b) of the MRZ Disclosure Letter;

"MRZ Resolutions" means the resolutions of the MRZ Shareholders approving the matters agreed between MRZ and CCE as being required or desirable to implement the transactions contemplated

by, or related to, the Arrangement, including pursuant to the ASX Listing Rules, the MRZ Equity Raise and the MRZ Consolidation, and any applicable Laws;

“MRZ Royalty Agreement” has the meaning ascribed to such term in Section 34(h) of Schedule “D”;

“MRZ Share” means a fully paid ordinary share in the capital of MRZ;

“MRZ Shareholder Approval” means the approval of the MRZ Shareholders who vote at the MRZ Meeting by the requisite majority in favour of the MRZ Resolutions;

“MRZ Shareholders” means the holders of MRZ Shares from time to time;

“MRZ Technical Reports” means all current technical reports filed on ASX in accordance with the JORC Code;

“MRZ Termination Event” has the meaning ascribed thereto in Section 7.4(d)(iii);

“MRZ Voting Agreement” means the voting support agreements (including all amendments thereto) between MRZ and the MRZ Shareholders in which they agree to vote their MRZ Shares in favour of the MRZ Resolutions;

“Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, decrees, stipulations or similar actions taken or entered by or with, or applied by, any Governmental Entity (in each case, whether temporary, preliminary or permanent);

“ordinary course of business”, “ordinary course of business consistent with past practice”, or any similar reference, means, with respect to an action taken by a person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations within the last 12 months of such person;

“Outside Date” means November 28, 2025, or such later date as may be agreed to in writing by the Parties;

“Party” means either CCE or MRZ as the case may be, and “Parties” means all of them, collectively;

“Permit” means with respect to any person, any license, permit, certificate, consent, order, grant, approval, classification, registration, clearance or other authorization of and from any Governmental Entity that is binding upon or applicable to such person;

“Permitted Liens” means any one or more of the following:

(a) Liens for Taxes which are not delinquent or that are being contested in good faith and that have been adequately reserved on the Party’s financial statements;

(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the assets, provided that such Liens are related to obligations not due or

delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as required by applicable Law;

(c) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of a Party or any of its subsidiaries, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;

(d) easements, rights of way, zoning ordinances, and other similar land use and environmental regulations which are not, individually or in the aggregate, material in amount or effect on the business of CCE or MRZ, as applicable;

(e) Royalty Agreements in respect of mineral properties as made available in the CCE Data Room or MRZ Data Room; and

(f) Liens listed and described in Section 1.1 of the CCE Disclosure Letter or Section 1.1 of the MRZ Disclosure Letter;

“person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Personal Information” means (i) all information identifying, or that alone or in combination with other information identifies, or allows for the identification of, an individual; or (ii) any information that is defined as “personal information,” “personal data,” “personally identifiable information,” “individually identifiable health information,” “protected health information,” “personal information” or words of similar import under any data security and privacy requirements;

“Plan of Arrangement” means the plan of arrangement of CCE under the BCBCA, substantially in the form of Schedule “A” hereto, and any amendments or variations thereto made in accordance with Section 8.3 hereof or the Plan of Arrangement or at the direction of the Court in the Final Order, and agreed to in writing by both CCE and MRZ, each acting reasonably;

“Pre-Closing Reorganization” has the meaning ascribed to such term in Section 5.10(a);

“Proceeding” means any suit, claim, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination, assessment, enquiry, investigation or other proceeding commenced, brought, conducted or heard by or before, any Governmental Entity;

“Qualified Person” shall have the meaning ascribed to such term in National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

“Recipient” has the meaning specified in the definition of Transferred Information;

“Regulatory Approval” means any sanctions, rulings, consents, authorizations, clearances, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an order prohibiting closing being

made) required from any Governmental Entity to proceed with the Arrangement and the transactions contemplated hereby, including the Key Regulatory Approvals;

“Release” means any sudden, intermittent or gradual release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into or through the environment, or any other action, event, occurrence or circumstance that constitutes a “Release” pursuant to any applicable Environmental Law;

“Replacement Option” means an option to purchase a MRZ Share (subject to the terms and conditions of the option) to be issued by MRZ to former holders of CCE Options on a post-MRZ Consolidation basis;

“Representatives” has the meaning ascribed to such term in Section 7.2(a);

“Royalty Agreement” means a Contract creating any royalties, streaming interests, profit interests, net profits interests, overriding royalty interests or similar rights or other agreements providing for the payment of consideration measured, quantified or calculated based on, in whole or in part, any minerals produced, mined, recovered and extracted from any CCE Mineral Rights or MRZ Mineral Rights, as the case may be;

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof;

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Authorities” means, in respect of MRZ, ASIC and, in respect of CCE, the applicable securities commissions and other securities regulatory authorities in each of the provinces of Canada in which CCE is a reporting issuer;

“Securities Laws” means the Securities Act, together with all other applicable provincial securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time, and applicable securities laws in Australia and the respective regulations or rules made thereunder, together with all applicable published policy statements, orders, rulings, notices and interpretation notes of the ASIC;

“SEDAR+” means the System for Electronic Data Analysis and Retrieval + described in National Instrument 13-103 – System for Electronic Data Analysis and Retrieval and available for public view at www.sedarplus.ca;

“Solicited Party” has the meaning ascribed to such term in Section 7.2(c);

“Statutory Plans” means statutory benefit plans which CCE is required to participate in or comply with, including the Canada Pension Plan, Quebec Pension Plan and any other benefit plan administered by any federal or provincial Governmental Entity and any benefit plans administered pursuant to applicable health, Tax, workers’ compensation or workplace safety and insurance, and employment insurance Laws;

"Stock Exchange Approvals" means (i) MRZ receiving the ASX Reinstatement Letter and (ii) any approval required from the TSXV in connection with the Arrangement, the transactions contemplated by this Agreement and the de-listing of the CCE Shares pursuant to Section 5.13;

"subsidiary" means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to a subsidiary;

"Superior Proposal" means any unsolicited bona fide Acquisition Proposal made in writing by a third party or third parties acting jointly or in concert with one another (other than MRZ and its affiliates), who deal at arm's length to CCE, on or after the date hereof, to acquire not less than: (i) all of the outstanding CCE Shares not already owned by such person or group of persons, or (ii) all or substantially all of the assets of CCE on a consolidated basis, that in the good faith determination of the CCE Board, after receipt of advice from its outside financial advisor and legal counsels:

(a) complies with all applicable Laws and did not result from a breach of Section 7.2 of this Agreement, by CCE or its Representatives, other than an immaterial breach of CCE's obligation under Section 7.2 to provide notice of an Acquisition Proposal to MRZ within a prescribed period;

(b) is reasonably capable of being completed in accordance with its terms without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal;

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

(e) in the case of a transaction that involves the acquisition of CCE Shares, is made available to all CCE Shareholders on the same terms and conditions (including the form and the amount of consideration);

(f) failure to recommend such Acquisition Proposal to CCE Shareholders would be inconsistent with the CCE Board's fiduciary duties; and

(g) taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), would result in a transaction more favourable to CCE Shareholders, taken as a whole, from a financial point of view, than the Arrangement (after taking into account any adjustment to the terms and conditions of the Arrangement proposed by MRZ pursuant to Section 7.3(b) of this Agreement);

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

"Tax Returns" means returns, reports, declarations, elections, designations, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required by a Governmental Entity to be made, prepared or filed by Law in respect of Taxes;

"Taxes" mean any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment taxes, unemployment insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers' compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a Party or any of its subsidiaries is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not;

"Termination Fee" has the meaning ascribed to such term in Section 7.4(d)(i);

"Transferred Information" means the Personal Information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual's capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (a "Recipient") by or on behalf of another Party (a "Disclosing Party") as a result of or in conjunction with the transactions contemplated hereby, and includes all such Personal Information disclosed to the Recipient by a Disclosing Party prior to the execution of this Arrangement;

"TSX-V" means the TSX Venture Exchange;

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated hereunder;

"U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended;

"Voting Debt" has the meaning ascribed thereto in Section 9(b) of Schedule "C"; and

"Willful Breach" of any representation, warranty or covenant of a Party means that, as applicable, the breaching Party (a) had actual knowledge that a representation or warranty of the Party was materially false when made, or (b) as to a covenant herein, directed or allowed the applicable Party

to take an action, fail to take an action or permit an action to be taken or occur that the applicable Party knew at such time constituted a material breach of a covenant herein by such Party.

1.2 Interpretation Not Affected by Headings

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

1.3 Number and Gender

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

1.4 Certain Phrases and References, etc.

The words "including", "includes" and "include" mean "including (or includes or include) without limitation," and "the aggregate of", "the total of", "the sum of" or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of". The term "made available" means copies of the subject materials were included in the CCE Data Room or MRZ Data Room, as applicable, as of 12:00 p.m. (Vancouver time) on April 4, 2025.

1.5 Capitalized Terms

All capitalized terms used in any Schedule or in either of the CCE Disclosure Letter or the MRZ Disclosure Letter have the meanings ascribed to them in this Agreement.

1.6 Date for Any Action

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

1.7 Time References

References to time are to local time, Vancouver, British Columbia.

1.8 Statutes

Any reference to a statute refers to such statute and all rules and regulations made or promulgated under it, as it or they may have been or may from time to time be amended, consolidated, replaced or re-enacted, unless stated otherwise.

1.9 Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars. All references to “Australian Dollars” or “A$” mean the lawful money of Australia.

1.10 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made shall be made in a manner consistent with IFRS, consistently applied.

1.11 Knowledge

In this Agreement, references to “the knowledge of CCE” means the actual knowledge of Jeremy Robinson and Jody Bellefleur, each in their capacity as officers of CCE and not in a personal capacity, after making reasonable inquiries of such persons as would reasonably be expected to have actual knowledge of the matters that are the subject of the representations and warranties and references to “the knowledge of MRZ” means the actual knowledge of Peter Ruse and Shaun Menezes, each in their capacity as officers of MRZ and not in a personal capacity, after making reasonable inquiries of such persons as would reasonably be expected to have actual knowledge of the matters that are the subject of the representations and warranties.

1.12 Consent

If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

1.13 Subsidiaries

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

1.14 Schedules

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

Schedule “A” - Plan of Arrangement
Schedule “B” - Arrangement Resolution
Schedule “C” - Representations and Warranties of CCE
Schedule “D” - Representations and Warranties of MRZ
Schedule “E” - CCE Locked-up Shareholders

ARTICLE 2

THE ARRANGEMENT AND MEETING

2.1 Arrangement

CCE and MRZ agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

2.2 Interim Order

As soon as reasonably practicable following the date of execution of this Agreement, and in any event no later than May 30, 2025, CCE shall file, proceed with and diligently pursue an application to the Court for the Interim Order pursuant to Section 291 of the BCBCA, which shall provide, among other things:

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

(b) confirmation of the record date for the purpose of determining which CCE Shareholders are entitled to receive notice of, and to vote at, the CCE Meeting;

(i) two thirds of the votes cast on the Arrangement Resolution by the CCE Shareholders present in person or represented by proxy at the CCE Meeting; and

(ii) if, and to the extent required under Securities Laws, a simple majority of the votes cast on such resolution by the CCE Shareholders present in person or represented by proxy at the CCE Meeting excluding for this purpose votes attached to CCE Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;

(d) for the grant of Dissent Rights to registered holders of the CCE Shares as contemplated in the Plan of Arrangement;

(e) that the CCE Meeting may be adjourned or postponed from time to time by the management of CCE in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court;

(f) that the record date for the CCE Shareholders entitled to receive notice of and to vote at the CCE Meeting will not change in respect of any adjournment(s) or postponement(s) of the CCE Meeting, unless required by Law or with the prior written consent of MRZ;

(g) that the Parties intend to rely upon the Section 3(a)(10) Exemption, subject to and conditioned on the Court’s determination that the Arrangement is substantively and

procedurally fair to the CCE Shareholders, with respect to the issuance and distribution of the Consideration pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the CCE Shareholders;

(h) that each CCE Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a specified reasonable time;

(i) that in all other respects, the terms, conditions and restrictions of CCE’s Constating Documents, including quorum requirements and other matters, shall apply in respect of the CCE Meeting;

(j) that the deadline for the submission of proxies by CCE Shareholders for the CCE Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the time of the CCE Meeting, subject to waiver by CCE in accordance with the terms of this Agreement;

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

(l) for such other matters as CCE and MRZ may reasonably require, as the case may be, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably conditioned, withheld or delayed.

2.3 CCE Meeting

Subject to receipt of the Interim Order and the terms of this Agreement:

(a) CCE agrees to convene and conduct the CCE Meeting as soon as practicable following the date hereof, and in any event on or before July 31, 2025 (or such later date as may be agreed to by the Parties in writing), in accordance with the Interim Order, CCE’s Constating Documents and applicable Laws for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the CCE Circular and agreed to by MRZ, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the CCE Meeting without the prior written consent of MRZ (such consent not to be unreasonably withheld, conditioned or delayed), except;

(i) in the case of an adjournment or postponement, as required for quorum purposes, by Law or by a Governmental Entity;

(ii) in the case of an adjournment or postponement, if legally required by a valid CCE Shareholder action (which action is not solicited or proposed by CCE or the CCE Board and subject to compliance by CCE with Section 7.2); or

(iii) as required or permitted under Section 7.1(d) or Section 7.3(e);

(b) CCE agrees to consult with MRZ in fixing the date of the CCE Meeting, promptly give notice to MRZ of the CCE Meeting and allow MRZ’s Representatives (including its legal counsels) to attend the CCE Meeting;

(c) CCE will use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any CCE Shareholder that is inconsistent with the Arrangement Resolution, and CCE may (at its own expense), or will if so requested by MRZ (at the expense of MRZ), retain and use the services of proxy solicitation services firms to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any CCE Shareholder that is inconsistent with the Arrangement Resolution;

(d) CCE will provide MRZ with copies of or access to information regarding the CCE Meeting generated by CCE’s transfer agent or any proxy solicitation services firm, as reasonably requested from time to time by MRZ, and instruct any proxy solicitation services firm retained by CCE to report to MRZ concurrently with their reports to CCE;

(e) CCE will advise MRZ as MRZ may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the CCE Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) by CCE in respect of the Arrangement Resolution;

(f) CCE will not change the record date for CCE Shareholder entitled to vote at the CCE Meeting in connection with any adjournment or postponement of the CCE Meeting unless required by Law or the Interim Order, or with MRZ’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed;

(g) CCE will not without the prior written consent of MRZ, not to be unreasonably withheld, conditioned or delayed, waive the deadline for the submission of proxies by CCE Shareholders for the CCE Meeting;

(h) CCE will promptly advise MRZ of any communication (written or oral) received from, or claims brought by (or, to the knowledge of CCE, threatened to be brought by), any person in opposition to the Arrangement and/or any purported exercise or withdrawal of Dissent Rights by CCE Shareholders and, subject to Law, cooperate and provide MRZ with (i) an opportunity to review and comment upon in advance any written communications to be sent by or on behalf of CCE to any such person, (ii) a copy of any such written communication and (iii) the opportunity to participate with CCE in any discussions, negotiations or Proceedings with or including any such persons. This Section 2.3(h) shall not apply in respect of a Superior Proposal, for which Section 7.2 shall apply;

(i) CCE agrees to not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights without the prior written consent of MRZ;

(j) CCE shall not waive any failure by any holder of CCE Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of MRZ; and

(k) at the reasonable request of MRZ from time to time, provide MRZ with a list of (i) the registered CCE Shareholders, together with their addresses and respective holdings of CCE Shares, (ii) the names, addresses and holdings of all persons having rights issued by CCE to acquire CCE Shares including the holders of CCE Options, Convertible Notes and CCE Warrants, and (iii) participants and book-based nominee registrants such as CDS & Co. and CEDE & Co., and non-objecting beneficial owners of CCE Shares, together with their addresses and respective holdings of CCE Shares, all as can be reasonably obtained by CCE using the procedures set forth under Securities Laws. CCE shall from time to time require that its registrar and transfer agent furnish MRZ with such additional information, including updated or additional lists of CCE Shareholders, and lists of securities positions and other assistance as MRZ may reasonably request in order to be able to communicate with respect to the Arrangement with the CCE Shareholders and with such other persons as are entitled to vote on the Arrangement Resolution.

2.4 CCE Circular

(a) CCE shall prepare the CCE Circular in compliance with applicable Securities Laws and file the CCE Circular as soon as practicable after obtaining the Interim Order, and in any event on or before June 15, 2025, in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying in all material respects with all applicable Laws on the date of mailing thereof.

(b) At the time of mailing thereof, CCE shall ensure that the CCE Circular complies in all material respects with the Interim Order and all applicable Laws, and, without limiting the generality of the foregoing, that the CCE Circular provides CCE Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the CCE Meeting. CCE shall also ensure that the CCE Circular does not contain, at the time of mailing thereof, any untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained in the CCE Circular not misleading in light of the circumstances in which they are made (other than in respect of any written information with respect to MRZ that is furnished in writing by or on behalf of MRZ for inclusion in the CCE Circular) and shall constitute full, true and plain disclosure of all material facts concerning CCE (other than in respect of any written information with respect to MRZ that is furnished in writing by or on behalf of MRZ for inclusion in the CCE Circular). CCE hereby indemnifies and saves harmless MRZ and its Representatives from and against any and all liabilities, claims, demands, losses (other than loss of profits), costs, damages (other than exemplary, aggravated, punitive, consequential, incidental or special damages) and reasonable expenses to which MRZ or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the CCE Circular, other than in respect of any information included in the CCE Circular that was provided by MRZ or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by

any Governmental Entity based on such a misrepresentation or alleged misrepresentation in the CCE Circular other than in respect of any information included in the CCE Circular that was provided by MRZ or its Representatives specifically for inclusion therein.

(c) Without limiting the generality of Section 2.4(b), the CCE Circular must include: (i) a summary and a copy of the Fairness Opinion, (ii) a statement that the CCE Special Committee has received the Fairness Opinion and has, after receiving advice from its financial advisors and outside legal counsels, unanimously recommended that the CCE Board approve the Arrangement, (iii) a statement that the CCE Board has received the Fairness Opinion and has, after receiving advice from its financial advisors and outside legal counsels and the unanimous recommendation of the CCE Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of CCE and is fair to the CCE Shareholders and that the CCE Board unanimously recommends that the CCE Shareholders vote in favour of the Arrangement Resolution (the “CCE Board Recommendation”), (iv) a statement that each director and officer of CCE has entered into a CCE Voting and Lock-up Agreement pursuant to which such director or officer has agreed to vote all of his or her CCE Shares in favour of the Arrangement Resolution; and (v) a statement that the other CCE Locked-up Shareholders have entered into the CCE Voting and Lock-up Agreements pursuant to which the CCE Locked-up Shareholders have agreed to vote all of their CCE Shares in favour of the Arrangement Resolution.

(d) MRZ shall furnish in writing to CCE all such information regarding MRZ, its affiliates and the MRZ Shares, as may be reasonably required by CCE (including financial statements of MRZ prepared in accordance with AIFRS in order for CCE to prepare any required pro forma financial statements and other information required by Section 14.2 of Form 51-102F5 and applicable Laws and the Interim Order for inclusion in the CCE Circular, if applicable) in the preparation of the CCE Circular and other documents related thereto. MRZ shall also use commercially reasonable efforts to obtain any necessary consents from Qualified Persons and its auditors to the use of any financial or technical information required to be included in the CCE Circular. MRZ shall ensure that no such information furnished in writing by MRZ to CCE will include any untrue statement of a material fact or omit to state a material fact required to be stated in the CCE Circular in order to make any information so furnished or any information concerning MRZ not misleading in light of the circumstances in which it is disclosed and shall constitute full, true and plain disclosure of all material facts concerning MRZ. MRZ hereby indemnifies and saves harmless CCE and its Representatives from and against any and all liabilities, claims, demands, losses (other than loss of profits), costs, damages (other than exemplary, aggravated, punitive, consequential, incidental or special damages) and reasonable expenses to which CCE or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the CCE Circular that was provided by MRZ or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Entity based

on such a misrepresentation or alleged misrepresentation in respect of any information included in the CCE Circular that was provided by MRZ or its Representatives specifically for inclusion therein.

(e) CCE shall give MRZ and its outside legal counsels a reasonable opportunity to review and comment on the CCE Circular, prior to the CCE Circular being printed and mailed to the CCE Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by MRZ and its outside legal counsels, provided that all information relating solely to MRZ included in the CCE Circular and all information describing the terms of the Arrangement and/or Plan of Arrangement must be in form and content satisfactory to MRZ. CCE shall provide MRZ with a final copy of the CCE Circular prior to mailing to the CCE Shareholders.

(f) CCE and MRZ shall each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of CCE only with respect to information regarding CCE and in the case of MRZ only with respect to information regarding MRZ) that the CCE Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the CCE Circular, and the Parties shall cooperate in the preparation of any amendment or supplement to the CCE Circular, as required or appropriate, and CCE shall promptly mail or otherwise publicly disseminate any amendment or supplement to the CCE Circular to the CCE Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

(g) CCE shall use its commercially reasonable efforts to obtain any necessary consents from any of its advisors to the use of any expert information required to be included in the CCE Circular and to the identification in the CCE Circular of each such advisor.

(h) CCE shall promptly notify MRZ upon the receipt of any correspondence with respect to the CCE Circular or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the CCE Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the CCE Circular or the Arrangement or amendments or supplements to the CCE Circular, and shall promptly provide MRZ with copies of all correspondence between CCE and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. CCE shall use its commercially reasonable efforts to respond promptly to any correspondence with respect to the CCE Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the CCE Circular or the Arrangement, and CCE shall consult with and give reasonable consideration to recommendations provided by MRZ and its outside legal counsels prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the CCE Circular or the dissemination thereof to the

CCE Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, CCE shall provide MRZ and its outside legal counsels a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and CCE shall give reasonable and due consideration to any reasonable comments of MRZ and/or its outside legal counsels prior to such filing, dissemination or submission.

2.5 Final Order

If (a) the Interim Order is obtained, and (b) the Arrangement Resolution is passed at the CCE Meeting by the CCE Shareholders as provided for in the Interim Order and as required by applicable Law, CCE shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than five (5) Business Days after the Arrangement Resolution is passed at the CCE Meeting as provided for in the Interim Order, or such other date as may be agreed to by the Parties in writing, acting reasonably. The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the application referred to in this Section 2.5 shall be in a form satisfactory to both Parties, each acting reasonably.

2.6 Court Proceedings

In connection with all Proceedings relating to obtaining the Interim Order and the Final Order, CCE shall, subject to the terms of this Agreement:

(a) diligently pursue, and cooperate with MRZ in diligently pursuing, the Interim Order and, subject to the approval of the Arrangement Resolution at the CCE Meeting, the Final Order;

(b) provide MRZ and its outside legal counsels with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court or any Governmental Entity in connection with the Arrangement, including drafts of the motion for Interim Order and Final Order, affidavits, Interim Order and Final Order, and give reasonable and due consideration to all such comments of MRZ and its outside legal counsels, provided that all information relating to MRZ included in such materials shall be in a form and substance satisfactory to MRZ, acting reasonably;

(c) provide to MRZ and its outside legal counsels, on a timely basis, copies of any notice of appearance, evidence or other documents served on CCE or its outside legal counsels in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any person to appeal, or oppose the granting of, the Interim Order or the Final Order;

(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;

(e) subject to applicable Laws, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with MRZ’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that MRZ is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases MRZ’s obligations, or diminishes or limits MRZ’s rights, set forth in any such filed or served materials or under this Agreement, the Arrangement, or the CCE Voting and Lock-up Agreements;

(f) oppose any proposal from any person that the Final Order contain any provision inconsistent with this Agreement and consult with MRZ with respect to the defense or settlement of any CCE Shareholder or derivative Proceeding and shall not settle in respect of any such Proceeding without MRZ’s prior written consent;

(g) not unreasonably object to outside legal counsels to MRZ making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that such submissions are consistent with this Agreement and the Plan of Arrangement, and further provided that MRZ’s outside legal counsels advise CCE’s outside legal counsels of the nature of such submissions at least the day before the hearing; and

(h) if CCE is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, only do so after notice to, and in consultation and cooperation with, MRZ.

2.7 Plan of Arrangement and Effective Date

(a) The Parties shall amend the Plan of Arrangement from time to time at the reasonable request of either Party, provided that no such amendment is inconsistent with the Interim Order or the Final Order, is prejudicial to MRZ, CCE or the CCE Shareholders or would reasonably be expected to delay, impair or impede the Arrangement.

(b) Unless another time or date is agreed to in writing by the Parties, within three (3) Business Days of the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), each of the Parties shall execute and deliver such closing documents and instruments and such other documents as may be required to give effect to the Arrangement and CCE shall proceed to file any documents as required pursuant to Section 292 of the BCBCA, and such other documents as may be required to give effect to the Arrangement pursuant to Division 5 of Part 9 of the BCBCA.

(c) The Arrangement shall become effective at the Effective Time on the Effective Date, whereupon, the transactions comprising the Arrangement shall be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality.

(d) From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the BCBCA.

(e) The closing of the transactions contemplated by this Agreement will take place (i) by remote communication and by the exchange of documents by electronic transmission or (ii) as may otherwise be agreed upon by the Parties.

2.8 Payment of Consideration

MRZ will, following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) and in any case not later than three (3) Business Day prior to the Effective Date, deliver or cause to be delivered to the Depositary in escrow (the terms of such escrow to be satisfactory to CCE and MRZ, each acting reasonably) pending the Effective Time, sufficient MRZ Shares (and any treasury directions addressed to MRZ’s transfer agent as may be necessary) to satisfy the aggregate Consideration to be paid to CCE Shareholders (other than CCE Shareholders who have validly exercised their Dissent Rights and who have not withdrawn their notice of dissent) pursuant to the Plan of Arrangement. The Parties acknowledge and agree that the ASX may apply certain mandatory escrow periods on certain securities of MRZ to be issued to certain related parties, insiders or promoters pursuant to the Plan of Arrangement.

2.9 Withholding Taxes

MRZ, CCE, the Depositary and their respective agents, as applicable, shall be entitled to deduct and withhold from any Consideration or any other amount payable or otherwise deliverable to any CCE Securityholders or any other person under this Agreement and the Plan of Arrangement (including any payment to CCE Shareholders who have validly exercised their Dissent Rights, and holders of CCE Options, CCE Convertible Notes and CCE Warrants) such Taxes or other amounts as MRZ, CCE, the Depositary or their respective agents, as the case may be, may reasonably determine is required to be deducted or withheld with respect to such payment under the Tax Act, the Income Tax Assessment Act, the U.S. Tax Code or any provision of Laws in respect of Taxes. For the purposes hereof, all such deducted or withheld amounts shall be treated as having been paid to the person in respect of which such deduction or withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are timely remitted to the appropriate Governmental Entity by or on behalf of MRZ, CCE, the Depositary or their respective agents, as the case may be. To the extent that the amount so required to be deducted or withheld from any payment to a CCE Securityholder exceeds the cash component, if any, of the amount otherwise payable, subject to prior approval of MRZ, any of MRZ, CCE, the Depositary or their respective agents, as the case may be, are hereby authorized to sell or otherwise dispose of such portion of the Consideration or other MRZ securities, as applicable, issuable as is necessary to provide sufficient funds to MRZ, CCE, the Depositary or

their respective agents, as the case may be, to enable it to comply with all applicable deduction or withholding requirements, and MRZ, CCE, the Depositary or their respective agents, as the case may be, shall remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and shall remit to such CCE Securityholder, as the case may be, any unapplied balance of the net proceeds of such sale. Any sale will be made in accordance with applicable Laws and at prevailing market prices and none of MRZ, CCE, the Depositary or their respective agents, as the case may be, shall be under any obligation to obtain a particular price, or indemnify any CCE Securityholder in respect of a particular price, for the portion of the Consideration or other MRZ securities, as applicable, so sold.

2.10 U.S. Securities Law Matters

The Parties intend that the Arrangement shall be carried out such that the issuance of (i) the MRZ Shares to CCE Shareholders in exchange for the CCE Shares and (ii) the Replacement Options to holders of CCE Options in exchange for the CCE Options upon completion of the Arrangement qualifies for the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.10. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

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

(b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing required to issue the Interim Order;

(c) the Court will have to determine, prior to approval of the Arrangement, the substantive and procedural fairness of the Arrangement to the CCE Shareholders;

(d) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement;

(e) the Final Order will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the CCE Shareholders to whom Consideration will be issued and the holders of the CCE Options to whom the Replacement Options will be issued;

(f) the Parties will ensure that the CCE Circular is sent to CCE Shareholders, and will provide them with (i) adequate notice advising them of their right to attend the Court hearing and providing them with sufficient information necessary for them to exercise that right; and (ii) advice that the Consideration and the Replacement Options issuable pursuant to the Arrangement has not been and will not be registered under the U.S. Securities Act and will be issued and delivered to the CCE Shareholders in reliance on the Section 3(a)(10) Exemption, and that certain restrictions on resale under the securities laws of the United States, including, as

applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to affiliates of MRZ;

(g) the Interim Order will specify that each person entitled to receive Consideration or Replacement Options on completion of the Arrangement will have the right to appear before the Court at the Court hearing on the Final Order and in accordance with the requirements of the Section 3(a)(10) Exemption, so long as such person enters an appearance within a reasonable time;

(h) each CCE Shareholder will be advised that the Consideration and the Replacement Options issued pursuant to the Arrangement has not been registered under the U.S. Securities Act and will be issued and delivered to the CCE Shareholders in reliance on the Section 3(a)(10) Exemption; and

(i) the Final Order will include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of MRZ, pursuant to the Plan of Arrangement.”

2.11 Treatment of CCE Options, CCE Convertible Notes and CCE Warrants

CCE Options, CCE Convertible Notes and CCE Warrants shall be treated in accordance with the provisions of the Plan of Arrangement.

2.12 Adjustment to Consideration

If, on or after the date of this Agreement, other than pursuant to the Plan of Arrangement and the MRZ Consolidation, the issued and outstanding MRZ Shares or CCE Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding MRZ Shares then the MRZ Shares to be paid per CCE Share shall be appropriately adjusted to provide to CCE Shareholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the consideration to be paid for each CCE Share.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CCE

3.1 Representations and Warranties

(a) Except as set forth in the correspondingly numbered paragraph of the CCE Disclosure Letter, CCE represents and warrants to MRZ as set forth in Schedule “C” and acknowledges and agrees that MRZ are relying upon such representations and warranties in connection with the entering into of this Agreement.

(b) Except for the representations and warranties set forth in Schedule “C”, neither CCE nor any other Person has made or makes, and MRZ has not relied upon, any

other express or implied representation and warranty, either written or oral, on behalf of CCE.

3.2 Survival of Representations and Warranties

The representations and warranties of CCE contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF MRZ

4.1 Representations and Warranties

(a) Except as set forth in the correspondingly numbered paragraph of the MRZ Disclosure Letter, MRZ represents and warrants to CCE as set forth in Schedule "D" and acknowledges and agrees that CCE is relying upon such representations and warranties in connection with the entering into of this Agreement.

(b) Except for the representations and warranties set forth in this Agreement, neither MRZ nor any other Person has made or makes, and CCE have not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of MRZ.

4.2 Survival of Representations and Warranties

The representations and warranties of MRZ contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5 COVENANTS

5.1 Covenants of CCE Regarding the Conduct of Business

(a) CCE covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement or the Plan of Arrangement, as required in connection with the CCE Financing, as set out in the CCE Disclosure Letter (which, for greater certainty, do not require the consent of MRZ), as required by applicable Laws or any Governmental Entities and subject to Section 5.1(f), or as consented to by MRZ in writing (such consent not to be unreasonably withheld or delayed), CCE shall:

(i) conduct its business and affairs and maintain its properties and facilities in, and not take any action except in, the ordinary course of business consistent with past practice;

(ii) use commercially reasonable efforts to preserve intact its present business organization, assets (including Intellectual Property), Permits and goodwill,

maintain the CCE Mineral Rights and its real property interests (including title to, and leasehold interests in respect of, any real property) and all Material Contracts in good standing, keep available the services of its officers and employees as a group and preserve the current material relationships with suppliers, distributors, employees, consultants, customers and others having business relationships with it;

(iii) comply in all material respects with all applicable Laws, including Securities Laws and Tax Laws;

(iv) make or cooperate as necessary in the making of all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated by this Agreement; and

(v) keep MRZ fully informed as to material decisions or actions made or required to be made with respect to, and material developments relating to, the operation of its businesses and consult with MRZ, as MRZ may reasonably request, to allow MRZ to monitor and provide input with respect to the direction and control of, any such material decisions or actions or developments.

(b) Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by Law, required or permitted by this Agreement or the Plan of Arrangement, as required in connection with the CCE Financing or as set out in the CCE Disclosure Letter (which, for greater certainty, do not require the consent of MRZ), CCE shall not, directly or indirectly, without the prior written consent of MRZ (which consent shall not be unreasonably withheld or delayed):

(i) amend, restate, rescind, alter, enact or adopt all or any portion of any of the Constating Documents of CCE;

(ii) other than the issue of the CCE Convertible Notes pursuant to the CCE Financing, issue, sell, pledge, lease, dispose of or encumber, or agree to issue, sell, pledge, lease, dispose of or encumber, any securities of or any securities convertible into securities of CCE (other than in connection with the exercise or conversion, in accordance with their respective terms, of outstanding CCE Options, CCE Convertible Notes or CCE Warrants) or except as provided for in this Agreement, amend, extend or terminate, or agree to amend, extend or terminate, any of the terms of, or agreements governing, any outstanding securities of CCE or right that is linked in any way to the price of any securities of CCE;

(iii) split, consolidate or reclassify, or propose to split, consolidate or reclassify, any of its shares or undertake or propose to undertake any other capital reorganization or change in its common shares, any other of its securities or its share capital;

(iv) reduce the stated capital of any of its securities;

(v) make, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) on, or purchase, redeem, repurchase or otherwise acquire, any securities of CCE;

(vi) create any subsidiary;

(vii) adopt a plan of complete or partial liquidation, arrangement, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization, winding-up or other reorganization of CCE (other than pursuant to this Agreement and the transactions contemplated by this Agreement), or file a petition in bankruptcy under any applicable Law on behalf of CCE, or consent to the filing of any bankruptcy petition against CCE under any applicable Law;

(viii) sell, sell and lease back, pledge, licence, lease, sublease, alienate, dispose, swap, transfer or voluntarily lose the right to use, in whole or in part, or otherwise dispose of, or subject to any Lien (other than Permitted Liens), any asset or any interest in any asset, or waive, cancel, release or assign to any person (other than CCE) any material right or claim (including indebtedness owed to CCE), in either case having a value greater than A$250,000, except for (A) assets sold, leased, disposed of or otherwise transferred in the ordinary course and that are not, individually or in the aggregate, material to CCE, (B) obsolete, damaged or destroyed assets in the ordinary course of business and that are not, individually or in the aggregate, material to CCE, (C) returns of leased assets at the end of the lease term, (D) transfers of assets between CCE and a subsidiary of CCE, and (E) as required pursuant to the terms of any Material Contract in effect on the date of this Agreement and set out in the CCE Disclosure Letter;

(ix) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form, or agree to incorporate or form, any company, partnership or other business organization or make or agree to make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other person, company, partnership or other business organization having a value greater than A$250,000 in the aggregate;

(x) except as contemplated by this Agreement, pursue any corporate acquisition, merger or make any other material change to its business or affairs;

(xi) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship;

(xii) make any capital expenditures or commitments other than (A) capital expenditures that are included in the CCE Budget, or (B) any other capital expenditures that do not exceed A$250,000 in the aggregate;

(xiii) make, rescind or amend any material Tax election, information schedule, return or designation, settle or compromise any material Tax claim, assessment, reassessment or liability, or change any of its methods of reporting income, deductions or accounting for income Tax purposes;

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

(xv) enter into any Tax sharing, Tax allocation, Tax related waiver or Tax indemnification agreement, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(xvi) fail to pay or cause to be paid all material accounts when due or invoices promptly upon receipt, in any way related to the business, operations and assets of CCE, in each case in the ordinary course of business, consistent with past practice;

(xvii) pay, discharge or satisfy any material claims, liabilities or obligations other than (A) the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in the CCE Financial Statements, (B) as reflected in the CCE Budget, (C) any other claims, liabilities, obligations or expenditures that do not exceed A$250,000 in the aggregate, or (D) incurred in the ordinary course of business consistent with past practice;

(xviii) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing material licence, lease, Permit, Material Contract or other material document, without first advising MRZ and obtaining MRZ’s consent (which consent shall not be unreasonably withheld or delayed) and direction, acting reasonably, as to any action to be taken in that regard, and forthwith taking any action directed by MRZ, acting reasonably;

(xix) enter into or modify any employment, consulting, severance, or similar agreements or arrangements with, or grant any bonuses, salary or fee increases, severance or termination pay to, any officers or directors or, in the case of employees or consultants who are not officers or directors, take any action other than in the ordinary, regular and usual course of business and consistent with past practice with respect to the grant of any bonuses, salary or fee increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date of this Agreement provided, however, that: (A) CCE shall take such action as may be required in order to ensure that the provisions of Section 2.11 are complied with; and (B) CCE will abide by the terms and conditions of any employment

agreements and consulting agreements in respect of any person who will no longer be employed or retained by MRZ or CCE, as the case may be, after the Arrangement, including with respect to the payments of any severance amounts or change of control payments, if applicable, or if amendments or revisions are to be made to the terms and conditions of any employment agreements and consulting agreements, such amendments and revisions will be made with the prior written consent of MRZ;

(xx) hire any new employees or full-time consultants of CCE other than to replace any employee who has voluntarily resigned or has been terminated for poor performance, for just cause or with a serious reason since the date of this Agreement, provided that the terms of the employment, consulting or similar agreement with the new employee or full-time consultant are substantially the same as the employment agreement previously entered into with the employee being replaced, or as set out in the CCE Budget;

(xxi) (A) incur, create, assume or otherwise become liable for any indebtedness, other than: (1) indebtedness under credit cards incurred in the ordinary course of business and lines of credit and factoring agreements incurred in the ordinary course of business which for the purpose of this provision shall include any such debt which funds operations of the business not in excess of A$250,000; (2) as contemplated in the CCE Budget; or (3) any other loans or, advances guarantees or other obligations, individually or in the aggregate, in an amount not to exceed A$250,000 or (B) incur, create, assume or otherwise become liable for any other material liability or obligation, other than in the ordinary course of business or (C) issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other person; or make any loans or advances to any other person, other than loans or advances made by CCE to a subsidiary of CCE, or by a subsidiary to CCE, or pursuant to transactions contemplated in this Agreement;

(xxii) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts, off-take, royalty or similar financial instruments including any streaming transactions;

(xxiii) commence, pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations relating to any Proceeding or threatened Proceeding (A) by any Governmental Entity; or (B) the settlement of which would result in any relief, other than the payment by CCE of an amount in cash, including debarment, corporate integrity agreements, any undertaking restricting the operations of CCE's business or the granting of licenses, deferred prosecution agreements, consent decrees, plea agreements or mandatory or permissive exclusion, seizure or detention of product, or notification, repair or replacement; other than the payment, discharge, settlement, or satisfaction of liabilities reflected or reserved against in CCE's consolidated annual financial statements, or payment of any fees related to the Arrangement;

(xxiv) enter into or adopt any shareholder rights plan or similar agreement or arrangement;

(xxv) enter into, modify or terminate or cancel any Collective Agreement, or enter into any Contract that would be a Collective Agreement if in effect on the date hereof or grant recognition to any labour union or similar labour organization for purposes of collective bargaining;

(xxvi) engage in any transaction with any senior management Employee, vice-president, director or any of their immediate family members (including spouses) or any related party (within the meaning of MI 61-101), other than (A) expense reimbursements and advances in the ordinary course of business, (B) employment Contracts with Employees hired in accordance with Section 5.1(b)(xix), or (C) transactions between CCE and a subsidiary of CCE;

(xxvii) prepay any long-term indebtedness before its scheduled maturity;

(xxviii) enter into any agreement or arrangement that would limit or restrict in any material respect CCE from competing or carrying on any business in any manner;

(xxix) materially change the business carried on by CCE, taken as a whole;

(xxx) enter into or amend any Contract with any broker, finder or investment banker, including any amendment to any Contracts listed in Section 31(a) of the CCE Disclosure Letter;

(xxxi) disclose any material trade secrets or material confidential information pertaining to CCE to any person, other than in the ordinary course of business to persons who are under a contractual, legal, or ethical obligation to maintain the confidentiality of such information or as otherwise required by Law;

(xxxii) amend any existing material Permit of CCE, or abandon or fail to diligently pursue any application for or renewal of any required material Permit, or take or omit to take any action that would reasonably be expected to lead to the termination of, or imposition of conditions on, any such material Permit of CCE;

(xxxiii) conduct any write-off, capitalisation or other action in respect of any intercompany loans and balances between CCE and/or between any other wholly owned subsidiary of CCE except in the ordinary course of business consistent with past practice or in connection with this Agreement or the transactions contemplated hereby;

(xxxiv) engage in any conduct that would, or is reasonably likely to, result in a Material Adverse Effect;

(xxxv) make or forgive any loans or advances to any of its officers, directors, employees, agents or consultants;

(xxxvi) take any action or fail to take any action that would result in the termination, variance or relinquishment of any Company Mineral Rights;

(xxxvii) take any action that could reasonably be expected to interfere with or be inconsistent with the completion of the Arrangement or the transactions contemplated in this Agreement; or

(xxxviii) authorize, agree, resolve or otherwise commit, whether or not in writing, directly or indirectly, to do any of the foregoing.

(c) CCE shall use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by CCE, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, subject to Section 5.12, CCE shall not obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months.

(d) CCE shall promptly notify MRZ in writing of any circumstance or development that, to the knowledge of CCE, has or could reasonably be expected to have a Material Adverse Effect on CCE.

(e) Nothing contained in this Agreement shall give MRZ, directly or indirectly, the right to direct or control CCE’s business and operations prior to the Effective Time. Prior to the Effective Time, CCE shall exercise, consistent with the terms of this Agreement, control and supervision over its business and operations. Nothing in this Agreement, including any of the restrictions set forth herein, shall be interpreted in such a way as to place any Party in violation of applicable Law.

(f) For greater certainty, nothing in this Agreement will restrict CCE from (i) incurring and paying costs and expenses in connection with the transactions contemplated by this Agreement, including all legal, accounting, financial advisory, printing and other administrative or professional fees, the fees of its financial advisors, including in connection with the establishment of the CCE Special Committee and the receipt and consideration of expressions of interest from persons other than MRZ prior to the execution of this Agreement, the negotiation and settlement of this Agreement, the preparation and mailing of the CCE Circular, the convening of the CCE Meeting, applications for the Interim Order and Final Order, the solicitation of proxies in respect of the CCE Meeting and structuring and completion of the transactions contemplated herein; or (ii) paying, discharging, settling, satisfying, compromising, waiving, assigning or releasing any claims, rights, liabilities or obligations disclosed in Section 5.1(f) of the CCE Disclosure Letter.

5.2 Covenants of MRZ Regarding the Conduct of Business

(a) MRZ covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement or the Plan of Arrangement, as required in connection with the MRZ Equity Raise, as required in connection with the MRZ Consolidation, as set out in the MRZ Disclosure Letter (which, for greater certainty, do not require the consent of CCE), as required by applicable Laws or any Governmental Entities and subject to Section 5.2(f), or as consented to by CCE in writing (such consent not to be unreasonably withheld or delayed), MRZ shall, and shall cause each of its subsidiaries to:

(i) conduct its business and affairs and maintain its properties and facilities in, and not take any action except in, the ordinary course of business consistent with past practice;

(ii) use commercially reasonable efforts to preserve intact its present business organization, assets (including Intellectual Property), Permits and goodwill, maintain the MRZ Mineral Rights and its real property interests (including title to, and leasehold interests in respect of, any real property) and all Material Contracts in good standing, keep available the services of its officers and employees as a group and preserve the current material relationships with suppliers, distributors, employees, consultants, customers and others having business relationships with it;

(iii) comply in all material respects with all applicable Laws, including Securities Laws and Tax Laws;

(iv) make or cooperate as necessary in the making of all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated by this Agreement; and

(v) keep CCE fully informed as to material decisions or actions made or required to be made with respect to, and material developments relating to, the operation of its businesses and consult with CCE, as CCE may reasonably request, to allow CCE to monitor and provide input with respect to the direction and control of, any such material decisions or actions or developments.

(b) Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by Law, required or permitted by this Agreement or the Plan of Arrangement, as required in connection with the MRZ Equity Raise, as required in connection with the MRZ Consolidation, or as set out in the MRZ Disclosure Letter (which, for greater certainty, do not require the consent of CCE), MRZ shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of CCE (which consent shall not be unreasonably withheld or delayed):

(i) amend, restate, rescind, alter, enact or adopt all or any portion of any of the Constating Documents of MRZ or any of its subsidiaries;

(ii) issue, sell, pledge, lease, dispose of or encumber, or agree to issue, sell, pledge, lease, dispose of or encumber, any securities of or any securities convertible into securities of MRZ (other than in connection with the exercise or conversion, in accordance with their respective terms, of outstanding options or other convertible securities or right that is linked in any way to the price of any securities of MRZ) or except as provided for in this Agreement, amend, extend or terminate, or agree to amend, extend or terminate, any of the terms of, or agreements governing, any outstanding securities of MRZ or right that is linked in any way to the price of any securities of MRZ;

(iv) reduce the stated capital of any of its securities;

(vi) create any subsidiary;

(vii) adopt a plan of complete or partial liquidation, arrangement, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization, winding-up or other reorganization of MRZ or any of its subsidiaries (other than pursuant to this Agreement and the transactions contemplated by this Agreement), or file a petition in bankruptcy under any applicable Law on behalf of MRZ or any of its subsidiaries, or consent to the filing of any bankruptcy petition against MRZ or any of its subsidiaries under any applicable Law;

(viii) sell, sell and lease back, pledge, licence, lease, sublease, alienate, dispose, swap, transfer or voluntarily lose the right to use, in whole or in part, or otherwise dispose of, or subject to any Lien (other than Permitted Liens), any asset or any interest in any asset, or waive, cancel, release or assign to any person (other than MRZ or a subsidiary of MRZ) any material right or claim (including indebtedness owed to MRZ or a subsidiary of MRZ) in either case having a value greater than A$250,000, except for (A) assets sold, leased, disposed of or otherwise transferred in the ordinary course of business and that are not, individually or in the aggregate, material to MRZ or a subsidiary of MRZ, (B) obsolete, damaged or destroyed assets in the ordinary course of business and that are not, individually or in the aggregate, material to MRZ or a subsidiary of MRZ, (C) returns of leased assets at the

end of the lease term, (D) transfers of assets between MRZ and a subsidiary of MRZ, and (E) as required pursuant to the terms of any MRZ Material Contract in effect on the date of this Agreement as set out in the MRZ Disclosure Letter;

(x) except as contemplated by this Agreement, pursue any corporate acquisition, merger or make any other material change to its business or affairs;

(xi) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship;

(xii) make any capital expenditures or commitments other than (A) capital expenditures that are included in the MRZ Budget, or (B) any other capital expenditures that do not exceed A$250,000 in the aggregate;

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

(xvi) fail to pay or cause to be paid all material accounts when due or invoices promptly upon receipt, in any way related to the business, operations and assets of MRZ or a subsidiary of MRZ, in each case in the ordinary course of business, consistent with past practice;

(xvii) pay, discharge or satisfy any material claims, liabilities or obligations other than (A) the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in the MRZ Financial Statements, (B) as reflected in the MRZ Budget, (C) any other claims, liabilities, obligations or expenditures that do

not exceed A$250,000 in the aggregate, or (D) incurred in the ordinary course of business consistent with past practice;

(xviii) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing material licence, lease, Permit, Material Contract or other material document, without first advising CCE and obtaining CCE’s consent (which consent shall not be unreasonably withheld or delayed) and direction, acting reasonably, as to any action to be taken in that regard, and forthwith taking any action directed by CCE, acting reasonably;

(xix) enter into or modify any employment, consulting, severance, or similar agreements or arrangements with, or grant any bonuses, salary or fee increases, severance or termination pay to, any officers or directors or, in the case of employees or consultants who are not officers or directors, take any action other than in the ordinary, regular and usual course of business and consistent with past practice with respect to the grant of any bonuses, salary or fee increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date of this Agreement provided, however, that MRZ will abide by the terms and conditions of any employment agreements and consulting agreements in respect of any person who will no longer be employed or retained by CCE or MRZ, as the case may be, after the Arrangement, including with respect to the payments of any severance amounts or change of control payments, if applicable;

(xx) hire any new employees or full-time consultants of MRZ or any of its subsidiaries other than to replace any employee who has voluntarily resigned or has been terminated for poor performance, for just cause or with a serious reason since the date of this Agreement, provided that the terms of the employment, consulting or similar agreement with the new employee or full-time consultant are substantially the same as the employment agreement previously entered into with the employee being replaced;

(xxi) (A) incur, create, assume or otherwise become liable for any indebtedness, other than: (1) indebtedness under credit cards incurred in the ordinary course of business and lines of credit and factoring agreements incurred in the ordinary course of business which for the purpose of this provision shall include any such debt which funds operations of the business not in excess of A$250,000; (2) as contemplated in the MRZ Budget; or (3) any other loans or, advances guarantees or other obligations, individually or in the aggregate, in an amount not to exceed A$250,000 or (B) incur, create, assume or otherwise become liable for any other material liability or obligation, other than in the ordinary course of business or (C) issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other person; or make any loans or advances to any other person, other than loans or advances made by MRZ to a subsidiary of MRZ, or by a subsidiary to MRZ, or pursuant to transactions contemplated in this Agreement;

(xxiii) commence, pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations, relating to any Proceeding or threatened Proceeding (A) by any Governmental Entity; or (B) the settlement of which would result in any relief, other than the payment by MRZ or a subsidiary of MRZ of an amount in cash, including debarment, corporate integrity agreements, any undertaking restricting the operations of MRZ or a subsidiary of MRZ’s business or the granting of licenses, deferred prosecution agreements, consent decrees, plea agreements or mandatory or permissive exclusion, seizure or detention of product, or notification, repair or replacement; other than the payment, discharge, settlement, or satisfaction of liabilities reflected or reserved against in MRZ’s consolidated annual financial statements, or payment of any fees related to the Arrangement;

(xxiv) enter into or adopt any shareholder rights plan or similar agreement or arrangement;

(xxvi) engage in any transaction with any senior management Employee, vice-president, director or any of their immediate family members (including spouses) or any related party (within the meaning of MI 61-101), other than (i) expense reimbursements and advances in the ordinary course of business, (ii) employment Contracts with Employees hired in accordance with Section 5.2(b)(xix), or (iii) transactions between MRZ and a subsidiary of MRZ;

(xxvii) prepay any long-term indebtedness before its scheduled maturity;

(xxviii) enter into any agreement or arrangement that would limit or restrict in any material respect MRZ and the subsidiaries of MRZ from competing or carrying on any business in any manner;

(xxix) materially change the business carried on by MRZ and the subsidiaries of MRZ, taken as a whole;

(xxx) enter into or amend any Contract with any broker, finder or investment banker, including any amendment to any Contracts listed in Section 27(a) of the MRZ Disclosure Letter;

(xxxi) disclose any material trade secrets or material confidential information pertaining to MRZ or a subsidiary of MRZ to any person, other than in the

ordinary course of business to persons who are under a contractual, legal, or ethical obligation to maintain the confidentiality of such information or as otherwise required by Law;

(xxxii) amend any existing material Permit of MRZ or a subsidiary of MRZ, or abandon or fail to diligently pursue any application for or renewal of any required material Permit, or take or omit to take any action that would reasonably be expected to lead to the termination of, or imposition of conditions on, any such material Permit of MRZ or a subsidiary of MRZ;

(xxxiii) engage in any conduct that would, or is reasonably likely to, result in a Material Adverse Effect;

(xxxiv) make or forgive any loans or advances to any of its officers, directors, employees, agents or consultants;

(xxxv) take any action that could reasonably be expected to interfere with or be inconsistent with the completion of the Arrangement or the transactions contemplated in this Agreement; or

(xxxvi) authorize, agree, resolve or otherwise commit, whether or not in writing, directly or indirectly, to do any of the foregoing.

(c) MRZ shall use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by MRZ or any of its subsidiaries, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect.

(d) MRZ shall promptly notify CCE in writing of any circumstance or development that, to the knowledge of MRZ, has or could reasonably be expected to have a Material Adverse Effect on MRZ.

(e) Nothing contained in this Agreement shall give CCE, directly or indirectly, the right to direct or control MRZ’s business and operations prior to the Effective Time. Prior to the Effective Time, MRZ shall exercise, consistent with the terms of this Agreement, control and supervision over its business and operations. Nothing in this Agreement, including any of the restrictions set forth herein, shall be interpreted in such a way as to place any Party in violation of applicable Law.

(f) For greater certainty, nothing in this Agreement will restrict MRZ or a subsidiary of MRZ from (i) incurring and paying costs and expenses in connection with the transactions contemplated by this Agreement, including all legal, accounting, financial advisory, printing and other administrative or professional fees, the fees of its financial advisors, including in connection with the establishment of a special

committee with respect to the Arrangement and the receipt and consideration of expressions of interest from persons other than CCE prior to the execution of this Agreement, the negotiation and settlement of this Agreement and structuring and completion of the transactions contemplated herein; or (ii) paying, discharging, settling, satisfying, compromising, waiving, assigning or releasing any claims, rights, liabilities or obligations disclosed in Section 5.2(f) of the MRZ Disclosure Letter.

5.3 Covenants of CCE Relating to the Arrangement

(a) CCE shall, and shall cause its subsidiaries to, perform all obligations required to be performed by CCE or any of its subsidiaries under this Agreement, cooperate with MRZ in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, CCE shall and, where applicable, shall cause its subsidiaries to:

(i) use commercially reasonable efforts to satisfy, or cause satisfaction of, all conditions precedent in this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it or its subsidiaries with respect to this Agreement or the Arrangement;

(ii) apply for and use its commercially reasonable efforts to, as soon as reasonably practicable following the date hereof, obtain and maintain all Regulatory Approvals (including the Stock Exchange Approvals, as applicable), third party notices or other notices and consents, waivers, Permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably required or reasonably requested by MRZ relating to CCE or any of its subsidiaries in connection with the Arrangement or the other transactions contemplated hereby (including the Key Third Party Consents including those reasonably required under any Contract to which CCE or a subsidiary of CCE is a party or those needed to maintain in full force and effect any Permit held by the CCE or a subsidiary of CCE) provided, that the Parties agree that it shall not be a condition to closing of the Arrangement that such waivers, consents and approvals are obtained other than as set out in Article 6 of this Agreement, in each case on terms that are reasonably satisfactory to MRZ and without paying, and without committing itself or MRZ to pay, any consideration or incur any liability or obligation without the prior written consent of MRZ and, in doing so, keep MRZ reasonably informed as to the status of the proceedings related to obtaining such approvals, including providing MRZ with copies of all related applications, notices and notifications, in draft form, in order for MRZ to provide its reasonable comments thereon, which shall be given due and reasonable consideration.

(iii) on or before the Effective Time, obtain and deliver to MRZ duly executed resignation and release letters, in a form and substance agreed to by MRZ,

acting reasonably, effective as of the Effective Time, of those directors and officers of CCE and its subsidiaries designated by MRZ to CCE prior to the Effective Time;

(iv) defend all lawsuits or other legal, regulatory or other Proceedings against CCE challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

(v) if any of the CCE Shareholders, together with its associates, is or anticipates becoming a 10% or greater CCE Shareholder prior to the Effective Time, CCE will procure the provision of a ‘vendor declaration’ as defined in subsection 14-225(2) of the Taxation Administration Act 1953 from such CCE Shareholder(s) to MRZ prior to the Effective Time; and

(vi) until the earlier of the Effective Time and termination of this Agreement, subject to applicable Law, make available and cause to be made available to MRZ, information reasonably requested by MRZ for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of MRZ and CCE following the Effective Date and confirming the representations and warranties of CCE set out in this Agreement.

(b) CCE shall promptly notify MRZ of:

(i) any notice or other communication from any person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such person (or another person) is or may be required in connection with the Arrangement, this Agreement or any of the transactions contemplated thereby;

(ii) unless prohibited by Law, any notice or other communication from any person in connection with the transactions contemplated by this Agreement (and CCE shall contemporaneously provide a copy of any such written notice or communication to MRZ);

(iii) any breach or default, or any notice of alleged breach or default, by CCE or its subsidiaries of any Material Contract or Permit to which it is a party or by which it is bound;

(iv) any written notice or other communication from any Governmental Entity in connection with this Agreement (and CCE shall contemporaneously provide a copy of any such written notice or communication to MRZ); and

(v) any (A) Proceedings commenced or, to the knowledge of CCE, threatened against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, and (B) material Proceedings commenced or, to the knowledge of CCE, threatened against, relating to or involving or otherwise affecting CCE or its subsidiaries.

(c) MRZ’s receipt of information pursuant to Section 5.3(b) or otherwise shall not operate as a waiver (including with respect to Article 6), diminish the scope of, or otherwise affect any representation, warranty, covenant or agreement of CCE in this Agreement.

5.4 Covenants of MRZ Relating to the Arrangement

(a) MRZ shall, and shall cause its subsidiaries to, perform all obligations required to be performed by MRZ or any of its subsidiaries under this Agreement, cooperate with CCE in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, MRZ shall and, where applicable, shall cause its subsidiaries to:

(ii) apply for and use its commercially reasonable efforts to, as soon as reasonably practicable following the date hereof, obtain and maintain all Regulatory Approvals (including the Stock Exchange Approvals, as applicable), third party notices or other notices and consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably required or reasonably requested by CCE relating to MRZ or any of its subsidiaries in connection with the Arrangement or the other transactions contemplated hereby (including the Key Third Party Consents including those reasonably required under any Contract to which MRZ or a subsidiary of MRZ is a party or those needed to maintain in full force and effect any Permit held by the MRZ or a subsidiary of MRZ) provided, that the Parties agree that it shall not be a condition to closing of the Arrangement that such waivers, consents and approvals are obtained other than as set out in Article 6 of this Agreement, in each case on terms that are reasonably satisfactory to CCE and without paying, and without committing itself or CCE to pay, any consideration or incur any liability or obligation without the prior written consent of CCE and, in doing so, keep CCE reasonably informed as to the status of the proceedings related to obtaining such approvals, including providing CCE with copies of all related applications, notices and notifications, in draft form, in order for CCE to provide its reasonable comments thereon, which shall be given due and reasonable consideration;

(iii) subject to the terms and conditions of this Agreement and of the Plan of Arrangement and applicable Laws, issue the MRZ Shares to be issued pursuant to the Arrangement at the time provided herein;

(iv) ensure that, with effect as and from the Effective Time, Mr. Cameron Henry shall be appointed Non-Executive Chairman and CEO of MRZ and the MRZ Board will be constituted of Messrs. Cameron Henry, Jeremy Robinson, Adam Ritchie and Ronnie Beevor, provided all such members of the MRZ Board consent to act as director on the MRZ Board, meet the qualification requirements to serve as a director under the rules and policies of the Exchange and shall be eligible under applicable Law to serve as a director;

(v) defend all lawsuits or other legal, regulatory or other Proceedings against MRZ challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; and

(vi) until the earlier of the Effective Time and termination of this Agreement, subject to applicable Law, make available and cause to be made available to CCE, information reasonably requested by CCE for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of MRZ and CCE following the Effective Date and confirming the representations and warranties of MRZ set out in this Agreement.

(b) MRZ shall promptly notify CCE of:

(ii) unless prohibited by Law, any notice or other communication from any person in connection with the transactions contemplated by this Agreement (and MRZ shall contemporaneously provide a copy of any such written notice or communication to CCE);

(iii) any breach or default, or any notice of alleged breach or default, by MRZ or a subsidiary of MRZ of any Material Contract or Permit to which it is a party or by which it is bound;

(iv) any written notice or other communication from any Governmental Entity in connection with this Agreement (and MRZ shall contemporaneously provide a copy of any such written notice or communication to CCE); and

(v) any (i) Proceedings commenced or, to the knowledge of MRZ, threatened against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, and (ii) material Proceedings commenced or, to the knowledge of MRZ, threatened against, relating to or involving or otherwise affecting MRZ, its subsidiaries.

(c) CCE’s receipt of information pursuant to Section 5.4(b) or otherwise shall not operate as a waiver (including with respect to Article 6), diminish the scope of, or otherwise affect any representation, warranty, covenant or agreement of MRZ in this Agreement.

5.5 Mutual Covenants

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

(a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to take, or cause to be taken, as promptly as practicable, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Plan of Arrangement, including using its commercially reasonable efforts to cooperate with the other Parties in connection with the performance by it and its subsidiaries of their obligations hereunder, including giving the other Parties a reasonable opportunity to review and comment on any filing or submission being made to a Governmental Entity in connection with the Regulatory Approvals, which comments the receiving Party shall give due consideration to, and providing the other Parties with a final copy of any filing or submission made to a Governmental Entity (where a Party regards any information in a filing or submission to be both confidential and competitively sensitive, the supplying Party may restrict the supply of such information to the receiving Party’s outside legal counsels only and such receiving Party shall not request or receive such information from its outside legal counsels without the supplying Party’s written consent); provided that for greater certainty, no Party shall make any filing with a Governmental Entity relating to the transactions contemplated by this Agreement unless the Parties have mutually agreed such filing shall be made;

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

(c) it shall use its commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption is available for the issuance of the Consideration to the Shareholders in exchange for their CCE Shares and the Replacement Options pursuant to the Plan of Arrangement;

provided, however, that this Section 5.4(c) shall not require MRZ to take any steps or actions that would, in its sole discretion, acting reasonably, affect MRZ’s or its subsidiaries’ right to own, use or exploit its business, operations or assets or those of CCE or any of its subsidiaries including, for greater certainty, divesting or agreeing to divest of any assets of MRZ, CCE or any of their respective subsidiaries, terminating any existing relationships, contractual rights or obligations of MRZ, CCE or any of their respective subsidiaries or effecting any change or restructuring of MRZ, CCE or any of their respective subsidiaries in order to obtain the Regulatory Approvals prior to the Outside Date.

5.6 ASX Listing

(a) As promptly as reasonably practicable following the execution of this Agreement, MRZ shall prepare all applications and submissions to the ASX in connection with the Listing (the “Listing Documents”).

(b) MRZ shall no later than June 18, 2025 apply to ASX to reinstate the MRZ Shares to official quotation on ASX.

(i) give CCE and its legal counsel:

(A) a reasonable opportunity to review and comment on drafts of the Listing Documents and other related documents; and

(B) the final copy of the Listing Documents not less than 5 Business Days before MRZ is required to send the Listing Documents to ASX (provided that CCE will use best endeavours to review such documents as soon as possible and without delay);

(ii) give reasonable consideration to any comments made by CCE and its legal counsel in respect of the Listing Documents, and agrees that all information relating solely to MRZ or any of its affiliates included in the Listing Documents must be in a form and content satisfactory to MRZ, acting reasonably; and

(iii) keep CCE reasonably informed of any issues raised by ASX in relation to the Listing Documents and consult (where practicable) with CCE in good faith prior to taking any steps or actions to address those issues.

(d) MRZ and CCE will cooperate with, and assist each other in good faith, in the preparation of all Listing Documents to the ASX and in procuring the approval of the ASX to the Listing.

(e) The Parties agree that any MRZ Securities issued to CCE Securityholders as Consideration will be escrowed only to the extent required by ASX, with MRZ acting on a best endeavours basis to obtain any and all escrow relief, confirmations and waivers from ASX in connection with the MRZ Securities.

5.7 MRZ Meeting and Prospectus

Subject to the terms of this Agreement:

(a) As promptly as reasonably practicable following the execution of this Agreement, MRZ shall, prepare the notice of meeting of the MRZ Meeting (the “MRZ Meeting Notice”) required by it in order to seek the MRZ Shareholder Approval, and prepare a prospectus in connection with the MRZ Equity Raise (the “Prospectus”), in each case together with any other documents required by applicable Laws and the ASX Listing Rules;

(b) MRZ shall: (i) no later than May 22, 2025 provide and if required, file the MRZ Circular with ASIC and ASX; (ii) no later than May 22, 2025, dispatch its MRZ Meeting Notice in respect of the MRZ Shareholder Approval and call for the MRZ Meeting to occur on or before July 4, 2025, and (iii) on or before May 22, 2025, MRZ shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the MRZ Meeting without the prior written consent of CCE, such consent not to be unreasonably conditioned, withheld or delayed, except (i) where MRZ will not have a sufficient number of securities represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the MRZ Meeting, CCE shall have the right to, on one or more occasions, without the prior written consent of CCE, postpone or adjourn the MRZ Meeting for the minimum duration necessary to satisfy the quorum requirement; (ii) as required by Law or by a Governmental Entity; (iii) for an adjournment for the purpose of attempting to obtain the MRZ Shareholder Approval, or (iv) as otherwise permitted by this Agreement;;

(c) MRZ agrees to give notice to CCE of the MRZ Meeting and allow CCE and CCE’s Representatives to attend the MRZ Meeting;

(d) MRZ agrees to promptly advise CCE, at such times as CCE may reasonably request in writing and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the MRZ Meeting, as to the aggregate tally of the proxies received by MRZ in respect of the MRZ Shareholder Approval;

(e) MRZ agrees to provide notice to CCE of the record date fixed for purpose of determining MRZ Shareholders entitled to receive notice of and vote at the MRZ Meeting;

(f) Unless this Agreement is validly terminated, MRZ shall continue to take all reasonable steps necessary to hold the MRZ Meeting to obtain the MRZ Shareholder Approval and not to propose to adjourn, postpone or cancel the MRZ Meeting other than as contemplated by Section 5.7(b).

5.8 MRZ Circular and Prospectus

(a) As promptly as reasonably practicable following execution of this Agreement, MRZ shall (i) prepare the MRZ Circular together with any other documents required by applicable Laws and the ASX Listing Rules, (ii) prepare the Prospectus together with any other documents required by applicable Laws and the ASX Listing Rules, and (ii) distribute the MRZ Circular and Prospectus as required in accordance with all applicable Laws and the ASX Listing Rules.

(b) At the time of distribution, MRZ shall ensure that the MRZ Circular and the Prospectus complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, in respect of the MRZ Circular, provides MRZ Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the MRZ Meeting. MRZ shall also ensure that the MRZ Circular does not contain, at the time of mailing thereof, any untrue statement of a material fact or an omission to state a material fact

required or necessary to make the statements contained in the MRZ Circular not misleading in light of the circumstances in which they are made (other than in respect of any written information with respect to CCE that is furnished in writing by or on behalf of MRZ for inclusion in the MRZ Circular) and shall constitute full, true and plain disclosure of all material facts concerning MRZ (other than in respect of any written information with respect to CCE that is furnished in writing by or on behalf of CCE for inclusion in the MRZ Circular). Without limiting the generality of the foregoing, and subject to Section 5.8(d) and Section 5.8(e), the MRZ Meeting Notice and MRZ Circular must include: (i) a statement that the MRZ Board has unanimously recommended that the MRZ Shareholders vote their MRZ Shares in favour of the MRZ Resolution and that each director on the MRZ Board intends to vote, or cause to be voted, all MRZ Shares which they hold or control in favour of the MRZ Resolutions (the “MRZ Voting Intention”); and (ii) a statement that the MRZ Board has unanimously determined that the Arrangement, the MRZ Equity Raise and the MRZ Consolidation are in the best interests of MRZ and the MRZ Shareholders as a whole, and recommends that MRZ Shareholders vote in favour of the MRZ Resolutions (the “MRZ Board Recommendation”).

(c) MRZ hereby indemnifies and saves harmless CCE and its Representatives from and against any and all liabilities, claims, demands, losses (other than loss of profits), costs, damages (other than exemplary, aggravated, punitive, consequential, incidental or special damages) and reasonable expenses to which CCE or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the MRZ Circular or Prospectus, other than in respect of any information included in the MRZ Circular or Prospectus that was provided by CCE or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Entity based on such a misrepresentation or alleged misrepresentation in the MRZ Circular or Prospectus other than in respect of any information included in the MRZ Circular or Prospectus that was provided by CCE or its Representatives specifically for inclusion therein.

(d) Notwithstanding the foregoing, the MRZ Board shall be permitted to effect a Change in MRZ Recommendation in response to a MRZ Intervening Event if and only if:

(i) the MRZ Board shall have determined in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to effect a Change in MRZ Recommendation would be inconsistent with the MRZ Board’s fiduciary duties under applicable Laws;

(ii) MRZ has notified CCE in writing at least five (5) Business Days (the “MRZ Intervening Event Period”) before effecting a Change in MRZ Recommendation that it intends to effect a Change in MRZ Recommendation in response to a MRZ Intervening Event, describing in reasonable detail the underlying facts giving rise to, and the reasons for making, such Change in MRZ Recommendation (a “MRZ Intervening Event Notice”) (it being understood that the MRZ Intervening Event Notice

shall not constitute a Change in MRZ Recommendation for purposes of this Agreement); for the purposes of Section 5.7(b) and in the event that a MRZ Intervening Event occurs on (or after) the fourth Business Day prior to the scheduled date for the MRZ Meeting, then MRZ may adjourn the scheduled date of the MRZ Meeting so as to allow negotiations with CCE to be conducted and/or for any written, binding offer to alter the terms or conditions of this Agreement to be delivered by CCE as contemplated by the sub-Sections immediately below;

(iii) if requested by CCE immediately following delivery by MRZ to CCE of the MRZ Intervening Event Notice, MRZ shall have engaged in good faith negotiations with CCE and its Representatives with respect to adjustments to the terms and conditions of this Agreement proposed by CCE to obviate the need for a Change in MRZ Recommendation; and

(iv) if CCE shall have delivered to MRZ a written, binding offer to alter the terms or conditions of this Agreement within five (5) Business Days of receipt of the MRZ Intervening Event Notice, the MRZ Board shall have determined in good faith (after consultation with its financial advisors and outside legal counsel), after considering the modifications to this Agreement proposed by CCE, that the failure to effect a Change in MRZ Recommendation would still be inconsistent with its fiduciary duties under applicable Laws.

(e) Nothing contained in this Agreement shall prohibit the MRZ Board (acting in good faith and upon advice of its outside legal and financial advisors) from making any disclosure to MRZ Shareholders as required by applicable Laws, provided, however, that if any such disclosure has the substantive effect of withdrawing or modifying the MRZ Board Recommendation in a manner adverse to CCE, such disclosure shall be deemed to be a Change in MRZ Recommendation for the purposes of this Agreement.

(f) MRZ shall give CCE and its legal counsel a reasonable opportunity to review and comment on drafts of the MRZ Circular and Prospectus and other related documents, and shall give reasonable consideration to any comments made by them, and agrees that all information relating solely to CCE or any of its affiliates included in the Prospectus and MRZ Circular must be in a form and content satisfactory to CCE, acting reasonably. MRZ shall provide CCE with a final copy of the Prospectus and MRZ Circular prior to distribution.

(g) MRZ shall ensure that the Prospectus and MRZ Circular complies in all material respects with all Laws and the ASX Listing Rules (except that MRZ shall not be responsible for any information relating to CCE and its affiliates, including the MRZ Shares provided by CCE in writing specifically for the purposes of inclusion in the Prospectus or MRZ Circular).

(h) CCE shall (and shall cause its affiliates to) provide to MRZ and/or its affiliates, as soon as reasonably practicable, all information and assistance (including access to and ensuring the provision of assistance by CCE’s professional advisers) regarding

CCE and its affiliates and the CCE Shares as may be reasonably requested by MRZ in order to satisfy the requirements of any applicable Laws or the ASX Listing Rules in connection with the preparation of the Prospectus and MRZ Circular, or any amendments or supplements to such Prospectus and MRZ Circular. Without limiting the foregoing, such information or assistance shall include any matters required to verify the contents of the Prospectus and MRZ Circular (or any matters required by applicable Laws and/or the ASX Listing Rules in respect of the Prospectus and MRZ Circular. CCE shall also obtain (or cause its affiliates to obtain) any necessary consents from any of its auditors and any other advisors or consultants to the use of any financial, technical or other expert information required to be included in the Prospectus and MRZ Circular (or any amendments or supplements to such Prospectus and MRZ Circular) and to the identification in the Prospectus and MRZ Circular (or any amendments or supplements to such Prospectus and MRZ Circular) of each such auditor or advisor. CCE shall ensure that no such information will include any misrepresentation concerning CCE, its affiliates and the CCE Securities. CCE hereby indemnifies and saves harmless MRZ and its Representatives from and against any and all liabilities, claims, demands, losses (other than loss of profits), costs, damages (other than exemplary, aggravated, punitive, consequential, incidental or special damages) and reasonable expenses to which MRZ or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the MRZ Circular or Prospectus that was provided by CCE or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Entity based on such a misrepresentation or alleged misrepresentation in respect of any information included in the MRZ Circular or Prospectus that was provided by CCE or its Representatives specifically for inclusion therein.

(i) If, after publication and/or posting of the Prospectus and the MRZ Circular, CCE (or any of its affiliates) becomes aware of any new fact or circumstance or any mistake or inaccuracy in relation to the contents thereof which would or would be reasonably likely to result in a requirement of MRZ to publish or post any amendment or supplement to such Prospectus or MRZ Circular or to make an announcement under applicable Laws and/or the ASX Listing Rules, CCE will, as soon as reasonably practicable, notify MRZ of the relevant matter. If, for any reason, any amendment or supplement to the Prospectus or MRZ Circular is required to be published or posted (as the case may be) or an announcement is required to be made, CCE undertakes to comply with the provisions of this Section 5.8 mutatis mutandis in respect of such amendment or supplement to the Prospectus and MRZ Circular.

(j) CCE and MRZ shall each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of CCE only with respect to information regarding CCE and in the case of MRZ only with respect to information regarding MRZ) that the MRZ Circular or Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the

circumstances in which they are made, or that otherwise requires an amendment or supplement to the Prospectus or MRZ Circular or to make an announcement under applicable Laws and/or the ASX Listing Rules, and the Parties shall cooperate in the preparation of any amendment or supplement to the Prospectus and MRZ Circular required to be published or posted (as the case may be) or an announcement is required to be made.

5.9 Alternative Transaction

If MRZ concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) or amend the Arrangement (an “Alternative Transaction”) whereby MRZ or its affiliates would continue to effectively acquire all of the CCE Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) that are no less favourable to CCE Shareholders (and other CCE Securityholders) than those contemplated by this Agreement (“Alternative Transaction Conditions”), CCE shall consider such Alternative Transaction in good faith and if CCE determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will support the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time). Without limiting the generality of or delaying the observance of the foregoing, if CCE determines that the Alternative Transaction Conditions are satisfied and it will support the completion of such Alternative Transaction, the parties shall act in good faith to enter into a new agreement or amend this Agreement and the Plan of Arrangement to reflect the terms of the Alternative Transaction as would enable the Parties to proceed with the Alternative Transaction on such alternative terms.

5.10 Pre-Closing Reorganization

(a) Subject to Section 5.10(b), CCE agrees that, upon request of MRZ, CCE shall (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as MRZ may request, acting reasonably (each a “Pre-Closing Reorganization”), and (ii) cooperate with MRZ and its advisors to determine the nature of the Pre-Closing Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; and (iii) cooperate with MRZ and its advisors to seek to obtain any consents, approvals, waivers or similar authorizations which are reasonably required by MRZ (based on the terms of any Contract, Permit or applicable Law) in connection with the Pre-Closing Reorganizations, if any.

(b) CCE will not be obligated to participate in any Pre-Closing Reorganization under Section 5.10(a) unless such Pre-Closing Reorganization:

(i) can be completed as close as reasonably practicable prior to the Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting CCE or any of its securityholders or subsidiaries in any material manner;

(ii) is not prejudicial to CCE, any of its subsidiaries or the CCE Securityholders in any material respect (including any Taxes being imposed or adverse Tax consequences); and

(iii) does not impair the ability of CCE to consummate, and will not materially delay the consummation of, the Arrangement.

(c) MRZ must provide written notice to CCE of any proposed Pre-Closing Reorganization at least ten (10) Business Days prior to the Effective Date. Upon receipt of such notice, CCE and MRZ shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Closing Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Closing Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date (but after MRZ has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied).

(d) MRZ agrees that it will be responsible for all costs and expenses associated with any Pre-Closing Reorganization to be carried out at its request and shall indemnify and save harmless CCE and its affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Closing Reorganization (including in respect of any reversal, modification or termination of a Pre-Closing Reorganization) and that any Pre-Closing Reorganization will not be considered in determining whether a representation or warranty of CCE under this Agreement has been breached (including where any such Pre-Closing Reorganization requires the consent of any third party under a Contract).

5.11 Public Communications

(a) MRZ and CCE agree to publicly announce the transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such announcement to be approved by CCE and MRZ in advance, each acting reasonably.

(b) Except as required by applicable Law, no Party shall issue any news release, make any filing with any Governmental Entity or Exchange, or make any other public statement or disclosure with respect to this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that, any Party that, in the opinion of outside legal counsels, is required to make disclosure by applicable Law shall use commercially reasonable efforts to

give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on such disclosure (other than with respect to confidential information contained in such disclosure) and if such prior notice is not permitted by applicable Law, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or their counsel. For the avoidance of doubt, none of the foregoing shall prevent CCE or MRZ from making (i) internal announcements to Employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the ordinary course of business that do not relate specifically to this Agreement or the Arrangement, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such person. The Parties acknowledge that CCE shall file this Agreement (with such redactions as may be mutually agreed upon between CCE and MRZ, acting reasonably) and a material change report relating thereto on SEDAR+.

5.12 Insurance and Indemnification

(a) Prior to the Effective Time, CCE shall, in consultation with MRZ, purchase customary “tail” policies of directors’ and officers’ liability insurance from an insurance company of nationally recognized standing providing protection no less favourable in the aggregate to the protection provided by the policies maintained by CCE and its subsidiaries which are in effect immediately prior to the Effective Time and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time and MRZ shall, or shall cause CCE and its subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years after the Effective Date; provided that MRZ shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of CCE’s and its subsidiaries’ current annual aggregate premium for directors’ and officers’ liability insurance policies currently maintained by CCE or its subsidiaries.

(b) From and after the Effective Time, MRZ shall honour all rights to indemnification or exculpation existing as of the date hereof in favour of present and former Employees, officers and directors of CCE and the subsidiaries of CCE under applicable Law, Contracts that are disclosed in Section 5.12(b) of the CCE Disclosure Letter or set forth in CCE’s Constating Documents and acknowledges that such rights, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years after the Effective Date.

(c) If MRZ, CCE or its subsidiaries or any of their respective successors or assigns (i) consolidates or amalgamates with, or merges or liquidates into, any other person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger, amalgamation or liquidation, or (ii) transfers all or substantially all of its properties and assets to any person, MRZ shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially

all of the properties and assets of CCE or its subsidiaries) assumes all of the obligations set forth in this Section 5.12.

5.13 Exchange Delisting and Listing of MRZ Shares

Subject to applicable Law, each of CCE and MRZ agrees to use its commercially reasonable efforts and cooperate with the other Party in taking, or causing to be taken, all actions necessary to enable (a) the delisting of the CCE Shares from the Exchange (including, if requested by MRZ, such items as may be necessary to delist the CCE Shares on or promptly following the Effective Date), (b) CCE to cease being a reporting issuer under applicable Canadian Securities Laws, as promptly as practicable following the Effective Time; and (c) the listing of MRZ and the MRZ Shares on the TSX-V on or promptly following the Effective Date of the Arrangement.

5.14 Transferred Information

(a) Each Disclosing Party acknowledges and confirms that the disclosure of Transferred Information is necessary for the purposes of determining if the parties shall proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the business and the completion of the transactions contemplated herein.

(b) Each Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such use or disclosure.

(c) In addition to its other obligations hereunder, Recipient covenants and agrees to: (i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions; (ii) after the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (A) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such additional purpose, or (B) such use or disclosure is permitted or authorized by Laws, without notice to, or consent from, such individual; (iii) where required by Laws, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; (iv) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed; and (v) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to

which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Laws, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws.

(d) Recipient shall at all times keep strictly confidential all Transferred Information provided to it and shall instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a manner consistent with the Recipient’s obligations hereunder and according to applicable Laws.

(e) Recipient shall ensure that access to the Transferred Information shall be restricted to those employees or advisors of the respective Recipient who have a bona fide need to access such information in order to complete the transactions contemplated herein.

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent

The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Date, of each of the following conditions precedent, each of which is for the mutual benefit of the Parties and which may only be waived with the mutual consent of the Parties at any time, in whole or in part:

(a) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, in form and substance satisfactory to each of CCE and MRZ, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to CCE or MRZ, acting reasonably, on appeal or otherwise;

(b) the CCE Shareholder Approval shall have been obtained at the CCE Meeting in accordance with the Interim Order and applicable Laws;

(c) the MRZ Shareholder Approval shall have been obtained at the MRZ Meeting in accordance with applicable Laws and the ASX Listing Rules;

(d) MRZ shall have completed the MRZ Equity Raise;

(e) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against MRZ or CCE which prevents the consummation of the Arrangement;

(f) no Proceeding shall be pending or threatened by any Governmental Entity in any jurisdiction that is reasonably likely to (i) cease trade, enjoin, prohibit, or impose any limitations, damages, or conditions on MRZ’s ability to acquire, hold, or exercise full rights of ownership over any CCE Shares, including the right to vote

the CCE Shares, or (ii) prohibit or enjoin CCE or MRZ from consummating the Arrangement;

(g) this Agreement shall not have been terminated in accordance with its terms;

(h) the distribution of the securities pursuant to the Arrangement shall either: (i) be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief granted from the securities regulatory authorities of Australia (including in respect of the on-sale disclosure obligations imposed by subsections 707(3) and (4) of the Corporations Act 2001 (Cth) for the on-sale of MRZ Shares following implementation of the Arrangement) and each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale or on-sale restrictions or disclosure obligations under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities); or (ii) if exemptive relief from the prospectus and registration requirements under applicable Australian Securities Laws is not granted by the securities regulatory authorities of Australia, MRZ shall have filed a prospectus in connection with the issuance of the MRZ Shares to be issued pursuant to the Arrangement;

(i) the Key Regulatory Approvals (including for certainty, the Stock Exchange Approval) and Key Third Party Consents required to be obtained by each of CCE and MRZ shall have been obtained; and

(j) the distribution of the Consideration and the Replacement Options pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and applicable securities laws of any state of the United States.

6.2 Additional Conditions Precedent to the Obligations of MRZ

The obligations of MRZ to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of MRZ and may be waived by MRZ at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that MRZ may have):

(a) all covenants of CCE under this Agreement to be performed on or before the Effective Date which have not been waived by MRZ shall have been duly performed by CCE in all material respects, and MRZ shall have received a certificate of CCE addressed to MRZ and dated the Effective Date, signed on behalf of CCE by an executive officer (without personal liability), confirming the same as at the Effective Date;

(b) all representations and warranties of CCE set forth in this Agreement that are qualified by the expression “Material Adverse Effect” or other materiality qualifiers shall be true and correct in all respects, as though made on and as of the Effective Date (except for representations and warranties made as of a specified date, the

accuracy of which shall be determined as of that specified date), and all other representations and warranties made by CCE in this Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except for representations and warranties made as of a specified date the accuracy of which shall be determined as of that specified date), except as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement, and MRZ shall have received a certificate of CCE addressed to MRZ and dated the Effective Date, signed on behalf of CCE by an executive officer of CCE (without personal liability), confirming the same as at the Effective Date;

(c) since the date of this Agreement, there shall not have occurred or have been disclosed to the public (if previously undisclosed to the public) any event, occurrence, development or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on CCE which is continuing, and MRZ shall have received a certificate of CCE addressed to MRZ and dated the Effective Date, signed on behalf of CCE by an executive officer of CCE (without personal liability), confirming the same as at the Effective Date;

(d) holders of no more than 5% of the CCE Shares shall have exercised Dissent Rights; and

(e) CCE has received effective resignations and mutual releases (in a form satisfactory to MRZ, acting reasonably) of each member of the CCE Board, effective as of the Effective Date, as designated by MRZ to CCE prior to the Effective Date.

6.3 Additional Conditions Precedent to the Obligations of CCE

The obligation of CCE to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of CCE and may be waived by CCE at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that CCE may have):

(a) all covenants of MRZ under this Agreement to be performed on or before the Effective Date which have not been waived by CCE shall have been duly performed by MRZ in all material respects, and CCE shall have received a certificate of MRZ, addressed to CCE and dated the Effective Date, signed on behalf of MRZ by an executive officer of MRZ (without personal liability), confirming the same as at the Effective Date;

(b) all representations and warranties of MRZ set forth in this Agreement that are qualified by the expression "Material Adverse Effect" or other materiality qualifiers shall be true and correct in all respects, as though made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and all other representations and warranties made by MRZ in this Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date

as if made on and as of such date (except for representations and warranties made as of a specified date the accuracy of which shall be determined as of that specified date), except as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement; and CCE shall have received a certificate of MRZ, addressed to CCE and dated the Effective Date, signed on behalf of MRZ by an executive officer of MRZ (without personal liability), confirming the same as at the Effective Date;

(c) since the date of this Agreement, there shall not have occurred or have been disclosed to the public (if previously undisclosed to the public) any event, occurrence, development or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on MRZ which is continuing, and CCE shall have received a certificate of MRZ, addressed to CCE and dated the Effective Date, signed by an executive officer of MRZ (without personal liability), confirming the same as at the Effective Date;

(d) MRZ shall have completed the MRZ Consolidation; and

(e) MRZ shall have complied with its obligations under Section 2.8 and the Depositary shall have confirmed receipt of the MRZ Shares contemplated thereby.

6.4 Satisfaction of Conditions

The conditions precedent set out in Sections 6.1, 6.2 and 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1 Notice and Cure Provisions

(a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time;

(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to the Effective Time; or

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

(b) Notification provided under Section 7.1(a) will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with

respect thereto) or the conditions to the obligations of the Parties under this Agreement.

(c) MRZ may not exercise its rights to terminate this Agreement pursuant to Section 8.2(a)(iii)(B) and CCE may not exercise its right to terminate this Agreement pursuant to Section 8.2(a)(iv)(C) unless the Party intending to rely thereon has delivered a written notice to the other Party (which, in this Article 7 shall be reference to either CCE or MRZ as the context dictates and reference to either Party shall mean reference to either CCE or MRZ as context dictates) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured (provided that any Willful Breach will be deemed to be incurable), no Party may terminate this Agreement until the earlier of (i) the Outside Date, and (ii) expiration of a period of ten (10) Business Days from such notice, and then only if such matter has not been cured by such date, provided that, for greater certainty, if any matter is not capable of being cured by the Outside Date, the Party intending to terminate this Agreement may immediately exercise the applicable termination right.

(d) If a written notice is delivered to a Party pursuant to Section 7.1(c) prior to the date of the CCE Meeting or the making of the application for the Final Order, unless the Parties agree otherwise, the parties shall delay the CCE Meeting or the making the Final Order application until the earlier of (i) five (5) Business Days prior to the Outside Date, and (ii) the date that is ten (10) Business Days after delivery of such notice.

(e) For greater certainty, in the event that such matter is cured within the time period referred to herein without a Material Adverse Effect, this Agreement may not be terminated as a result of the cured breach.

7.2 Non-Solicitation

(a) Each Party shall, and shall direct and cause its respective officers, directors, employees, representatives, advisors and agents and its subsidiaries and their representatives, advisors, agents, officers, directors and employees (collectively, the “Representatives”) to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties (other than the other Parties, their respective subsidiaries and their respective Representatives) that may be ongoing with respect to an Acquisition Proposal whether or not initiated by such Party, and each Party shall immediately discontinue access to, and disclosure of, all information regarding such Party and such Party’s subsidiaries (including access to the MRZ Data Room or the CCE Data Room, as applicable) and promptly, and in any event within two (2) Business Days after the date hereof, request the return or destruction of information regarding such Party and its respective subsidiaries previously provided to such parties and shall request the destruction of all materials including or incorporating any confidential information regarding such Party and its subsidiaries. Each Party agrees not to

release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. Each Party further represents and warrants that it has not waived any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which it or a subsidiary is a party and covenants, agrees and confirms that (i) it shall use commercially reasonable best efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which it or a subsidiary is a party, and (ii) neither it, nor its subsidiary nor any of their respective Representatives have released or shall, without the prior written consent of the other Party (which may be withheld or delayed at the other Party's sole and absolute discretion), release any person from, or waive, amend, suspend or otherwise modify, such person's obligations under any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which it or its subsidiary is a party (it being acknowledged that the automatic termination or release of any such agreement, restriction or covenant, including as a result of entering into this Agreement shall not be a violation of this Section 7.2(a)).

(b) Subject to Sections 7.2(c) and 5.7(d) of this Agreement or unless permitted pursuant to this Section 7.2, each Party agrees that it shall not, and shall not authorize or permit any of its Representatives or its subsidiaries, directly or indirectly, to:

(i) knowingly make, solicit, initiate, entertain, encourage, promote or facilitate, including by way of furnishing information, permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement permitted pursuant to this Section 7.2), any inquiries or the making of any proposals regarding, in the case of CCE, an Acquisition Proposal or, in the case of MRZ, a MRZ Intervening Event or that would reasonably be expected to constitute or lead to, in the case of CCE, an Acquisition Proposal or, in the case of MRZ, a MRZ Intervening Event;

(ii) enter into, engage in or participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any person any information or otherwise cooperate with, respond to, assist or participate in, in the case of CCE, any Acquisition Proposal or potential Acquisition Proposal or, in the case of MRZ, any MRZ Intervening Event or potential MRZ Intervening Event, provided however that a Party may communicate and participate in discussions with a third party for the purpose of (A) advising such third party of the non-solicitation restrictions set forth in this Section 7.2, (B) clarifying the terms of any proposal in order to determine if it would reasonably be expected to result in, in the case of CCE, a Superior Proposal or, in the case of MRZ, a MRZ Intervening Event, and (C) advising such third party that in the case of CCE, an Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Superior Proposal or, in the case of MRZ, that its inquiry, proposal

or offer does not constitute a MRZ Intervening Event or is not reasonably expected to constitute or lead to a MRZ Intervening Event;

(iii) (x) in respect of CCE only, remain neutral with respect to, or agree to, approve or recommend any Acquisition Proposal or potential Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly disclosed Acquisition Proposal until five (5) Business Days following public disclosure of such Acquisition Proposal, or, in the event the CCE Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day before the date of the CCE Meeting (or, if the public announcement were made less than three (3) Business Days prior to the CCE Meeting, prior to the first (1st) Business Day before the date of the CCE Meeting) shall not be considered to be a violation of this Section 7.2(b)(iii), provided that the CCE Board has rejected such Acquisition Proposal and, as applicable, affirmed its recommendation by press release before the end of such period) or (y) in respect of MRZ only, remain neutral with respect to, or agree to, approve or recommend any MRZ Intervening Event or potential MRZ Intervening Event (it being understood that publicly taking no position or a neutral position with respect to a publicly disclosed MRZ Intervening Event until five (5) Business Days following public disclosure of such MRZ Intervening Event, or, in the event the MRZ Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day before the date of the MRZ Meeting (or, if the public announcement were made less than three (3) Business Days prior to the MRZ Meeting, prior to the first (1st) Business Day before the date of the MRZ Meeting) shall not be considered to be a violation of this Section 7.2(b)(iii), provided that the MRZ Board has rejected such MRZ Intervening Event and, as applicable, affirmed its recommendation by press release before the end of such period);

(iv) in respect of CCE only, fail to unanimously recommend or withdraw, modify, qualify or change in a manner adverse to MRZ, or publicly propose to or publicly state that it intends to withdraw, modify, qualify or change in a manner adverse to MRZ the approval, recommendation or declaration of advisability of its board of directors of the Arrangement and the transaction contemplated in this Agreement other than following the occurrence of a Material Adverse Effect on MRZ, as applicable (a “Change in Recommendation”) (it being understood that failing to publicly affirm the approval or recommendation of its board of directors of the Arrangement and the transactions contemplated in this Agreement (without qualification) within five (5) Business Days after an Acquisition Proposal relating to CCE has been publicly announced (or, in the event the CCE Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day before the date of the CCE Meeting (or, if the public announcement were made less than three (3) Business Days prior to the CCE Meeting, prior to the first (1st) Business Day before the date of the CCE Meeting)) shall be considered an adverse modification);

(v) accept or enter into any agreement, arrangement, letter of intent or understanding related to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to this Section 7.2); or

(vi) make any public announcement to do any of the foregoing.

(c) If CCE or any of their respective Representatives (in this section, the “Solicited Party”) receives any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to such Solicited Party, including information, access or disclosure relating to the properties, facilities, books and records of such Solicited Party or any discussions or negotiations are sought to be initiated or continued with such Solicited Party in connection with an actual or potential Acquisition Proposal, the Solicited Party shall:

(i) promptly notify MRZ, at first orally within 24 hours, and then promptly and in any event within 48 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all written documents, material correspondence or other material received in respect of, from or on behalf of any such person; and

(ii) keep MRZ fully informed, on a prompt basis, of the status of all material developments with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall promptly provide to the other Party copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material or substantive terms of such correspondence communicated to the Solicited Party by or on behalf of any person making such Acquisition Proposal, inquiry, proposal, offer or request.

(d) Notwithstanding the foregoing part of this Section 7.2 and any other provisions of this Agreement:

(i) the CCE Board may prior to the CCE Shareholder Approval having been obtained consider, participate in any discussions or negotiations with and provide information to, any person who has delivered a written Acquisition Proposal which was not solicited or encouraged by CCE after the date of this Agreement, if and only if,

(A) the CCE Board first determines in good faith, after consultation with its financial advisor and outside legal counsels, such Acquisition Proposal, including any clarifying statements made pursuant to Section 7.2(b)(ii), constitutes or would reasonably be expected to constitute a Superior Proposal;

(B) such person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with CCE;

(C) CCE has been and continues to be in compliance in all material respects with its obligations under this Section 7.2, other than an immaterial breach of CCE’s obligation under Section 7.2 to provide notice of an Acquisition Proposal to MRZ within a prescribed period;

(D) if CCE provides confidential non-public information to such person, prior to doing so, CCE obtains a confidentiality and standstill agreement from the person making such Acquisition Proposal that is substantively the same as the confidentiality agreement between the Parties hereto, and otherwise on terms no more favourable to such person than such confidentiality agreement, including a standstill provision at least as stringent as contained in such confidentiality agreement, provided, however, that such agreement shall not preclude such person from making an Acquisition Proposal or related communications to CCE and such agreement shall not restrict or prohibit CCE from disclosing to MRZ any details concerning the Acquisition Proposal or any Superior Proposal made by such person; and

(E) prior to engaging in or participating in discussions or negotiations with such person regarding such Acquisition Proposal (excluding, for certainty, negotiations regarding the confidentiality agreement that do not relate to the terms and conditions of the Acquisition Proposal) or providing any such copies, access or disclosure, CCE provides MRZ with:

(1) written notice stating CCE’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the CCE Board has determined that failure to take such action would be inconsistent with its fiduciary duties;

(2) promptly, a copy of any such confidentiality agreement referred to in this Section 7.2(d)(i) upon its execution; and

(3) a list of the information provided to such person and is immediately provided with access to similar information to which such person was provided (to the extent that such information had not previously been provided or otherwise made available to MRZ).

(e) Nothing contained in this Article 7 shall prohibit the CCE Board from:

(i) responding through a directors’ circular or otherwise making disclosure to CCE Shareholders as required by Law to an Acquisition Proposal, provided that to the extent practicable the CCE shall provide to MRZ and its outside legal counsels with a reasonable opportunity to review the form and content of such circular or other disclosure and shall consider all reasonable amendments as requested by MRZ and its counsel; or

(ii) calling and/or holding a meeting of CCE Shareholders requisitioned in accordance with applicable Laws or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a Governmental Entity or court of competent jurisdiction in accordance with Law.

(f) Each Party shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors, employees and any financial advisors or other advisors or Representatives retained by it are aware of the provisions of this Section 7.2, and it shall be responsible for any breach of this Section 7.2 by such officers, directors, employees, financial advisors or other advisors or Representatives.

7.3 Right to Accept a Superior Proposal

(a) If CCE receives an Acquisition Proposal that constitutes a Superior Proposal prior to the CCE Shareholder Approval having been obtained, CCE may make a Change in Recommendation in respect of such Superior Proposal, may approve, recommend or enter into a definitive agreement with respect to such Superior Proposal and terminate this Agreement if, and only if:

(i) the person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with CCE;

(ii) CCE has been, and continues to be, in compliance with its obligations under Section 7.2, other than an immaterial breach of CCE’s obligation under Section 7.2 to provide notice of an Acquisition Proposal to MRZ within a prescribed period;

(iii) CCE has provided MRZ with a copy of all documentation required pursuant to Sections 7.2(c) and 7.2(d) and a summary of all material terms and conditions of the definitive agreement for the Superior Proposal (including a summary of the material terms and conditions of any supporting agreements);

(iv) CCE has delivered to MRZ a written notice advising it that the CCE Board has resolved to make a Change in Recommendation or to terminate this Agreement or to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 7.3 (including a notice as to the value in financial terms that the CCE Board has, in consultation with its financial advisors, determined should be ascribed to

any non-cash consideration offered under the Superior Proposal) (a “Superior Proposal Notice”);

(v) at least five (5) full Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which MRZ received the Superior Proposal Notice and the date on which MRZ received all of the materials referred to in Section 7.3(a)(iii);

(vi) during any Matching Period, MRZ has had the opportunity (but not the obligation), in accordance with Section 7.3(b), to offer to amend this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(vii) after the Matching Period, the CCE Board has determined in good faith, after consultation with its outside legal counsels and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended under Section 7.3(a)(vi)), and determined in good faith, after consultation with its outside legal counsels that the failure by the CCE Board to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

(viii) prior to or concurrently with entering into such definitive agreement or making a Change in Recommendation, CCE shall terminate this Agreement pursuant to Section 8.2 and pay the Termination Fee pursuant to Section 7.4, as applicable.

(b) During any Matching Period, or such longer period as CCE may approve, in its sole discretion: (i) MRZ has the opportunity (but not the obligation) to offer to amend this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal and the CCE Board will review any written proposal to amend the terms of this Agreement in good faith in order to determine, in the exercise of its fiduciary duties, whether the amended proposal would, upon acceptance by CCE, result in such Superior Proposal ceasing to be a Superior Proposal; and (ii) CCE shall, and shall cause its Representatives to, negotiate in good faith with MRZ to make such mutually agreed amendments to the terms of this Agreement and the Plan of Arrangement as would enable MRZ to proceed with the transactions contemplated by this Agreement on such amended terms. If the CCE Board so determines, CCE will enter into an amended agreement with MRZ reflecting the amended proposal as mutually agreed and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. If the CCE Board does not so determine, CCE may accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal.

(c) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by CCE’s securityholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of

this Section 7.3, and MRZ shall be afforded a new full five (5) Business Day Matching Period from the later of the date on which MRZ received the Superior Proposal Notice and the date on which MRZ received all of the materials referred to in Section 7.3(a)(iii) with respect to each new Acquisition Proposal from CCE.

(d) The CCE Board shall promptly reaffirm its recommendation of the Arrangement (being the CCE Board Recommendation) by news release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or CCE determines that a proposed amendment to the terms of this Agreement as contemplated under Section 7.3(b) would result in an Acquisition Proposal constituting a Superior Proposal no longer being a Superior Proposal. CCE shall provide MRZ and its outside legal counsels with a reasonable opportunity to review the form and content of any such news release and shall make all reasonable amendments to such news release as requested by MRZ and its outside legal counsels.

(e) If the CCE Meeting is to be held during a Matching Period, CCE may, and shall at the request of MRZ, postpone or adjourn the CCE Meeting to a date that is not more than fifteen (15) days after the scheduled date of the CCE Meeting, but in any event the CCE Meeting shall not be postponed or adjourned to a date that would prevent the Effective Date from occurring prior to the Outside Date.

7.4 Expenses and Termination Fees

(a) Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.

(b) If a CCE Termination Fee Event occurs, CCE shall pay MRZ as consideration for the disposition by MRZ of its rights under this Agreement and the Plan of Arrangement (by wire transfer of immediately available funds) the Termination Fee.

(c) If a MRZ Termination Fee Event occurs, MRZ shall pay CCE as consideration for the disposition by CCE of its rights under this Agreement and the Plan of Arrangement (by wire transfer of immediately available funds) the Termination Fee.

(d) For the purposes of this Agreement:

(i) “Termination Fee” means A$250,000.

(ii) “CCE Termination Fee Event” means the termination of this Agreement:

(A) by MRZ pursuant to Section 8.2(a)(iii)(A) [Change in Recommendation];

(B) by MRZ pursuant to Section 8.2(a)(iii)(C) [Breach of Non-Solicitation];

(C) by MRZ pursuant to Section 8.2(a)(iii)(D) [Superior Proposal];
(D) by CCE pursuant to Section 8.2(a)(iv)(A) [Superior Proposal]; or
(E) by either Party pursuant to Section 8.2(a)(ii)(A) [Outside Date] or Section 8.2(a)(ii)(C) [CCE Shareholder Approval] or by MRZ pursuant to Section 8.2(a)(iii)(B) [Breach of Representations or Covenants] if in either case:

(1) prior to the earlier of the termination of this Agreement or the holding of the CCE Meeting, a bona fide Acquisition Proposal with respect to CCE shall have been made to CCE or publicly announced by any person (other than MRZ or any of its affiliates); and
(2) within twelve (12) months following the date of such termination (including on the date of such termination) CCE or one or more of its subsidiaries, directly or indirectly, in one or more transactions, enters into an agreement in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (1) above) and such Acquisition Proposal is later consummated (whether or not within twelve (12) months after such termination),

provided that, for the purposes of this Section 7.4(d)(ii)(E) all references to "20%" in the definition of "Acquisition Proposal" shall be deemed to be references to "50%".

(iii) "MRZ Termination Fee Event" means the termination of this Agreement:

(A) by CCE, pursuant to Section 8.2(a)(iv)(A) [Change in MRZ Recommendation or Material Breach of Article 7] (but not including a termination by MRZ pursuant to Section 8.2(a)(iv)(A) in circumstances where the Change in MRZ Recommendation resulted from the occurrence of a CCE Material Adverse Effect; or
(B) by MRZ, pursuant to Section 8.2(a)(iii)(F) [Change in MRZ Recommendation].

(e) If a CCE Termination Fee Event described in Section 7.4(d)(ii)(D) occurs, the Termination Fee shall be payable prior to or simultaneously by CCE to MRZ with the occurrence of such CCE Termination Fee Event. If a CCE Termination Fee Event described in Sections 7.4(d)(ii)(A), 7.4(d)(ii)(B) or 7.4(d)(ii)(C) occurs, the Termination Fee shall be payable by CCE to MRZ within two (2) Business Days following the occurrence of such CCE Termination Fee Event. If a CCE Termination Fee Event described in Section 7.4(d)(ii)(E) occurs, the Termination Fee shall be payable by CCE to MRZ within two (2) Business Days following the consummation of an Acquisition Proposal referred to in Section 7.4(d)(ii)(E).

(f) If a MRZ Termination Fee Event described in Section 7.4(d)(iii) occurs, the Termination Fee shall be payable prior to or simultaneously by MRZ to CCE within two (2) Business Days following the occurrence of such MRZ Termination Fee Event.

(g) Each of the Parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that all of the payment amounts set out in this Section 7.4 are payments of liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damage and out-of-pocket expenditures, which the other Party will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Each Party agrees that upon any termination of this Agreement under circumstances where a Party is entitled to the Termination Fee and such Termination Fee is paid in full, the receipt of the Termination Fee by such Party shall be the sole and exclusive remedy (including damages, specific performance and injunctive relief) of the other Party and its affiliates against the Party, and the other Party and its affiliates shall be in such circumstances precluded from any other remedy against the Party at Law or in equity or otherwise (including an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party, its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with this Agreement or the transactions contemplated hereby.

(h) Nothing in this Section 7.4 shall relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of a Willful Breach of this Agreement.

(i) Nothing in this Section 7.4 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreements, without the necessity of posting bond or security in connection therewith.

7.5 Access to Information; Confidentiality

(a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, CCE shall, and shall cause its subsidiaries and their Representatives to, as promptly as reasonably possible in each instance: (i) give MRZ and its Representatives, consultants and independent contractors reasonable access to its and its subsidiaries’ offices, premises, properties, assets, senior personnel, Contracts and Books and Records (including continuing access to the CCE Data Room), and (ii) furnish to MRZ and its Representatives, consultants, and independent contractors such financial and operating data or other information with respect to the assets or business of CCE as

MRZ may reasonably request (and, the Parties agree that the diligence requests made by MRZ to date, and requests for updates or additional detail beyond such requests, will be considered reasonable); including for the purpose of facilitating integration business planning, provided that CCE’s compliance with any request under this Section 7.5(a) shall not unduly interfere with the conduct of the business of CCE and the subsidiaries of CCE.

(b) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, MRZ shall, and shall cause its subsidiaries and their Representatives to, as promptly as reasonably possible in each instance: (i) give CCE and its Representatives, consultants and independent contractors reasonable access to its and its subsidiaries’ offices, premises, properties, assets, senior personnel, Contracts and Books and Records (including continuing access to the MRZ Data Room), and (ii) furnish to CCE and its Representatives, consultants, and independent contractors such financial and operating data or other information with respect to the assets or business of MRZ as CCE may reasonably request (and, the Parties agree that the diligence requests made by CCE to date, and requests for updates or additional detail beyond such requests, will be considered reasonable); including for the purpose of facilitating integration business planning, provided that MRZ’s compliance with any request under this Section 7.5(b) shall not unduly interfere with the conduct of the business of MRZ and its subsidiaries.

(c) Investigations made by or on behalf of either MRZ or CCE, whether under this Section 7.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by any Party in this Agreement (or remedies with respect thereto).

(d) Each Party acknowledges that the Confidentiality Agreement continues to apply and, in the case any information provided under Section 7.5(a) or Section 7.5(b) above that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement; provided that to the extent any provision of the Confidentiality Agreement conflicts with the terms of this Agreement, the terms of this Agreement shall prevail. For greater certainty, if this Agreement is terminated in accordance with its terms, any obligations of the Parties and their respective Representatives under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms of the Confidentiality Agreement. The information provided in the CCE Disclosure Letter and the MRZ Disclosure Letter is confidential information and subject to the terms and conditions of the Confidentiality Agreement.

(e) This Section 7.5 shall not require either Party to permit any access, or to disclose any information that in the reasonable good faith judgment of such Party, after consultation with outside legal counsels, would cause any violation of any Law or cause any privilege (including attorney-client privilege) that such Party would be entitled to assert to be undermined with respect to such information, provided that, the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief

of such Party, after consultation with outside legal counsels) be managed through the use of customary “clean-room” or other similar arrangements.

(f) If the receiving Party is requested in any judicial or administrative Proceeding, or by any Governmental Entity, to disclose any confidential information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise), the receiving Party will give the furnishing Party prompt notice of such request so that the furnishing Party may seek an appropriate protective order, and, upon the furnishing Party’s request and at the furnishing Party’s expense, will cooperate with the furnishing Party in seeking such an order. If the receiving Party is nonetheless compelled to disclose confidential information, the receiving Party will disclose only that portion of the confidential information which the receiving Party is legally required to disclose and, upon the furnishing Party’s request and at the furnishing Party’s expense, will use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such confidential information to the extent such assurances are available.

(g) Each party acknowledges that the confidential information may contain material non-public information concerning the furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal, provincial and state securities laws on persons in possession of material non-public information, and agrees that while it is in possession of material non-public information with respect to the other Parties, it will not purchase or sell any securities of the other Parties, or communicate such information to any third party, in violation of applicable law. Nothing herein will constitute an admission by either Party that any confidential information in fact contains material non-public information concerning the furnishing Party.

ARTICLE 8

TERM, TERMINATION, AMENDMENT AND WAIVER

8.1 Term

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

8.2 Termination

(a) This Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement or the Arrangement Resolution by the CCE Shareholders, or the approval of the Arrangement by the Court):

(i) by mutual written agreement of CCE and MRZ; or
(ii) by either CCE or MRZ, if:

(A) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this

Section 8.2(a)(ii)(A) shall not be available to any Party whose failure to fulfill any of its obligations or whose breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by such Outside Date; or

(B) after the date hereof, there shall be enacted, enforced, amended or made any applicable Law that makes consummation of the Arrangement illegal or otherwise prohibited or enjoins CCE or MRZ from consummating the Arrangement and such Law (if applicable) or enjoinment shall have become final and non-appealable provided that the Party seeking to terminate this Agreement pursuant to this Section 8.2(a)(ii)(B) has used its commercially reasonable efforts to, as applicable, prevent, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

(C) the CCE Shareholder Approval is not obtained at the CCE Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order provided that a Party may not terminate this Agreement pursuant to this Section 8.2(a)(ii)(C) if the failure to obtain the approval of the CCE Shareholders has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or

(D) the MRZ Shareholder Approval is not obtained at the MRZ Meeting (including any adjournment or postponement thereof), provided that a Party may not terminate this Agreement pursuant to this Section 8.2(a)(ii)(D) if the failure to obtain the MRZ Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or

(iii) by MRZ, if:

(A) the CCE Board makes a Change in Recommendation; or

(B) subject to Section 7.1, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of CCE under this Agreement (other than as set forth in Section 7.2) occurs that would cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 7.1(c); provided that any Willful Breach shall be deemed to be incapable of being cured and provided further that MRZ is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied; or

(C) CCE is in breach or in default of any of its obligations or covenants set forth in Section 7.2, other than an immaterial breach of CCE’s obligation under Section 7.2 to provide notice of an Acquisition Proposal to MRZ within a prescribed period; or

(D) CCE enters into a legally binding agreement relating to a Superior Proposal (other than a confidentiality agreement permitted by and accordance with Section 7.2(d)); or

(E) there has occurred a Material Adverse Effect on CCE after the date of this Agreement which is incapable of being cured on or prior to the Outside Date; or

(F) prior to obtaining the MRZ Shareholder Approval, the MRZ Board makes a Change in MRZ Recommendation;

(iv) by CCE, if:

(A) the MRZ Board (1) fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, in a manner adverse to CCE, the MRZ Board Recommendation; (2) fails to convene and conduct the MRZ Meeting in accordance with Section 5.6; (3) fails to publicly reaffirm the MRZ Board Recommendation (without qualification) within five (5) Business Days after having been requested in writing by CCE to do so acting reasonably (collectively, a “Change in MRZ Recommendation”); or (4) MRZ breaches Article 7 in any material respect; or

(B) prior to the approval of the Arrangement Resolution at the CCE Meeting, CCE enters into a legally binding agreement with respect to a Superior Proposal (other than a confidentiality agreement permitted by and accordance with Section 7.2(d)), provided that concurrently with such termination, CCE pays the Termination Fee payable pursuant to Section 7.4; or

(C) subject to Section 7.1, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of MRZ under this Agreement (other than as set forth in Section 7.2) occurs that would cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 7.1(c); provided that any Willful Breach shall be deemed to be incapable of being cured and provided further that CCE is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied; or

(D) MRZ is in breach or in default of any of its obligations or covenants set forth in Section 7.2, other than an immaterial breach of MRZ’s

obligation under Section 7.2 to provide notice of an Acquisition Proposal to CCE within a prescribed period; or

(E) there has occurred a Material Adverse Effect on MRZ after the date of this Agreement which is incapable of being cured on or prior to the Outside Date.

(b) The Party desiring to terminate this Agreement pursuant to this Section 8.2 (other than pursuant to Section 8.2(a)(i)) shall give prompt written notice of such termination to the other Parties.

(c) If this Agreement is terminated pursuant to this Section 8.2, the provisions of this Section 8.2(c) and Sections 2.4(b), 2.4(d), 5.10(d), 5.12, 7.4, 7.5(d), and Article 9 shall survive any termination hereof pursuant to Section 8.2(a), provided further that neither the termination of this Agreement nor anything contained in this Section 8.2 shall relieve a Party from any liability arising prior to such termination.

8.3 Amendment

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the CCE Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the CCE Securityholders, and any such amendment may, subject to the terms of the Interim Order, the Final Order, the Plan of Arrangement and applicable Law, without limitation:

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

(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and/or

(d) waive compliance with or modify any mutual conditions precedent herein contained.

8.4 Waiver

Any Party may: (i) extend the time for the performance of any of the obligations or acts of any other Party; (ii) waive compliance, except as provided herein, with any of the other Parties' agreements or the fulfilment of any conditions to its own obligations contained herein; or (iii) waive inaccuracies in any of the other Parties' representations or warranties contained herein or in any document delivered by any other Party, provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

ARTICLE 9

GENERAL PROVISIONS

9.1 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email sent to and addressed:

(a) if to MRZ:

Mont Royal Resources Limited
Level 8, 2 Bligh Street
Sydney, New South Wales, 2000
Australia

Attention: Peter Ruse
Email: [Intentionally Deleted]

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

Farris LLP
Suite 2500, 700 West Georgia Street
Vancouver, British Columbia, V7Y 1B3
Canada

Attention: Denise C. Nawata
Email: [Intentionally Deleted]

(b) if to CCE:

Commerce Resources Corp.
800 – 885 West Georgia Street
Vancouver, British Columbia, V6C 3H1
Canada

Attention: Jeremy Robinson
E-mail: [Intentionally Deleted]

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

Osler, Hoskin & Harcourt LLP
Suite 3000, Bentall Four
1055 Dunsmuir Street
Vancouver, British Columbia, V7X 1K8
Canada

Attention: Alan Hutchison
E-mail: [Intentionally Deleted]

Any notice or other communication is deemed to be given and received (a) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (b) if sent by overnight courier, on the next Business Day, or (c) if sent by email, on the date such email was sent if it is a Business Day and such email was sent prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day (provided in the case of email that no “bounce back” or notice of non-delivery is received by the sender within thirty (30) minutes of the time of sending). A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party’s outside legal counsels as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to outside legal counsels does not invalidate delivery of that notice or other communication to a Party.

9.2 Governing Law; Waiver of Jury Trial

This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any Proceeding in such court or that such court provides an inconvenient forum.

9.3 Injunctive Relief

Subject to Section 7.4, the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived, this being in addition to any other remedy to which a Party may be entitled at law or in equity.

9.4 Third Party Beneficiaries

(a) Except as provided in Sections 5.10(d), 5.12 and 7.4(g) and which, without limiting their terms, are intended as stipulations for the benefit of the third party persons mentioned in such provision (such third persons referred to in this Section 9.4 as the “Third Party Beneficiaries”), and except for the rights of the CCE Shareholders to receive the Consideration following the occurrence of the Effective Time, CCE and MRZ intend that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the Parties and that no person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any Proceeding.

(b) Despite the foregoing, the Parties acknowledge to each of the Third Party Beneficiaries their direct rights against the applicable Party under Sections 5.10(d),

5.12 and 7.4(g) of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his, her or their heirs and legal representatives, and, in respect of the Third Party Beneficiaries identified as being entitled to indemnification under Sections 5.10(d), 5.12 and 7.4(g), CCE confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf.

9.5 Time of Essence

Time shall be of the essence in this Agreement.

9.6 Entire Agreement

This Agreement (including the exhibits and schedules hereto, the CCE Disclosure Letter and the MRZ Disclosure Letter), together with the Confidentiality Agreement, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the Parties any rights or remedies hereunder. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties with respect thereto except as expressly set forth in this Agreement and the Confidentiality Agreement.

9.7 Assignment

(a) This Agreement becomes effective only when executed by CCE and MRZ. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Parties, provided however that MRZ (or any permitted assign of MRZ) may, at any time, without such consent, assign all or any portion of its rights and obligations under this Agreement to any direct or indirect wholly-owned subsidiaries of MRZ if such assignee delivers an instrument in writing confirming that it is bound by and shall perform all of the obligations of the assigning party so assigned to it under this Agreement as if it were an original signatory and provided further that MRZ shall not be relieved of its obligations hereunder and shall continue to be liable jointly and severally with such subsidiary, as the case may be, for all of its obligations hereunder.

9.8 Mutual Intent

Notwithstanding the fact that any part of this Agreement has been drafted or prepared by or on behalf of one of the Parties, all Parties confirm that they and their respective legal counsels have reviewed and negotiated this Agreement and that the Parties have adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties waive the application of any Laws or rules of construction providing that ambiguities in any

agreement or other document will be construed against the Party drafting such agreement or other document and agree that no rule of construction providing that a provision is to be interpreted in favour of the person who contracted the obligation and against the person who stipulated it will be applied against any Party.

9.9 Further Assurances

Subject to the provisions of this Agreement, the Parties shall, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Party may, either before or after the Effective Time, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

9.10 Severability

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

9.11 Counterparts, Execution

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

9.12 Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Executed by MONT ROYAL
RESOURCES LIMITED ACN 625 237
658 in accordance with section 127 of the
Corporations Act 2001 (Cth):

/s/ Peter J. Ruse
Director

Peter J Ruse
Name of Director

/s/ Shaun Menezes
Company Secretary

Shaun Menezes
Name of Company Secretary

COMMERCE RESOURCES CORP.

By: /s/ Jeremy Robinson
Name: Jeremy Robinson
Title: President & Interim CEO

SCHEDULE “A”
PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“affiliate” has the meaning given to it in the Securities Act;

“Arrangement” means an arrangement pursuant to the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the CCE and MRZ, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated April 9, 2025 between MRZ and CCE, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“Arrangement Resolution” means the special resolution of the CCE Shareholders approving the Arrangement to be considered at the CCE Meeting, substantially in the form and content of Schedule “B” to the Arrangement Agreement;

“Australian Tax Act” means the Income Tax Assessment Act 1936 (Cth), Income Tax Assessment Act 1997 (Cth) and Taxation Administration Act 1953 (Cth) and the regulations thereunder, as amended from time to time;

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

“Business Day” means a day, other than a Saturday or a Sunday, on which the principal commercial banks located in Vancouver, British Columbia and Sydney, Australia are open for the conduct of business;

“CCE” means Commerce Resources Corp.;

“CCE Circular” means the notice of the CCE Meeting and accompanying management information circular, including all schedules, appendices, and exhibits thereto, to be sent to the CCE Shareholders in connection with the CCE Meeting, as amended, supplemented or otherwise modified from time to time;

“CCE Convertible Notes” means the outstanding secured convertible notes of CCE;

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“CCE Options” means the outstanding, vested 2,500,000 options of CCE issued on March 18, 2025 at an exercise price of $0.12 to purchase CCE Shares issued under the CCE Plan;

“CCE Plan” means the equity incentive plan of CCE, which was most recently approved by CCE Shareholders at the annual and special meeting on May 8, 2024, as amended and supplemented;

“CCE Securityholders” means the CCE Shareholders and holders of CCE Convertible Notes and CCE Warrants;

“CCE Shareholders” means the holders of the CCE Shares;

“CCE Shares” means the common shares in the capital of CCE, as constituted immediately prior to the Effective Time;

“CCE Warrants” means the outstanding warrants to purchase CCE Shares issued by CCE;

“Court” means the Supreme Court of British Columbia,

“Depository” means any trust company, bank or financial institution agreed to in writing between the Parties for the purpose of, among other things, exchanging certificates representing CCE Shares for certificates representing the Consideration pursuant to the Arrangement;

“Dissent Rights” shall have the meaning ascribed thereto in Section 4.1;

“Dissenting Shareholder” means a registered holder of CCE Shares that has duly and validly exercised their Dissent Rights and that has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and that is ultimately determined to be entitled to be paid the fair value of its CCE Shares;

“DRS” shall have the meaning ascribed thereto in Section 5.2;

“Effective Date” means the date upon which the Arrangement becomes effective pursuant to the Plan of Arrangement;

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

“Exchange Ratio” means 2.3271 MRZ Shares for each one (1) CCE Share;

“Final Order” means the final order of the Court, after being informed of the intention to rely upon the exemption from the registration requirements under section 3(a)(10) of the U.S.

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Securities Act with respect to the issuance and distribution of the Consideration and the Replacement Options, approving the Arrangement, in form and substance acceptable to both CCE and MRZ, each acting reasonably, made pursuant to Section 291 of the BCBCA, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both CCE and MRZ, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both CCE and MRZ, each acting reasonably);

“final proscription date” shall have the meaning ascribed thereto Section 5.6;

“Former CCE Shareholders” means the holders of CCE Shares (other than Dissenting Shareholders and MRZ and any of their affiliates) immediately prior to the effective time of the transaction described in Section 3.1(b);

“In-the-Money Amount” means in respect of a Replacement Option at any time, the amount, if any, by which the aggregate fair market value, at that time, of the shares subject to the option exceeds the aggregate exercise price under the option;

“Interim Order” means the interim order of the Court, after being informed of the intention to rely upon the exemption from the registration requirements under section 3(a)(10) of the U.S. Securities Act with respect to the issuance and distribution of the Consideration and the Replacement Options, to be issued following the application therefor contemplated by Section 2.2 of the Arrangement Agreement and made pursuant to Section 291 of the BCBCA, providing for, among other things, the calling and holding of the CCE Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both CCE and MRZ, each acting reasonably;

“MRZ” means Mont Royal Resources Limited, a company existing under the laws of Australia with ACN 625 237 658;

“MRZ Consolidation” the consolidation of the MRZ Shares on the basis of 0.2195 post-consolidation MRZ Shares for each one (1) pre-consolidation MRZ Shares;

“MRZ Share” means a fully paid ordinary share in the capital of MRZ;

“Party” means any of CCE or MRZ as the case may be, and “Parties” means all of them, collectively;

“Plan of Arrangement” means this plan of arrangement and any amendments or variations hereto made in accordance with Section 8.3 of the Arrangement Agreement or Section 6.1 of this Plan of Arrangement or at the direction of the Court and agreed to in writing by both CCE and MRZ, each acting reasonably;

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"Tax" or "Taxes" mean any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment taxes, unemployment insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers' compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a Party or any of its subsidiaries is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions, whether or not disputed.

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

"Transmittal Letter" means the letter of transmittal sent to holders of CCE Shareholders for use in connection with the Arrangement;

"U.S. Securities Act" means the United States Securities Act of 1933; and

"U.S. Tax Code" means the United States Internal Revenue Code of 1986.

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

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms "this Plan of Arrangement", "hereof", "herein", "hereto", "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto. Unless the contrary intention appears, references in this Plan of Arrangement to an Article or Section, by number or letter or both refer to the Article or Section, respectively, bearing that designation in this Plan of Arrangement.

1.3 Number, Gender and persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including

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any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4 Date for any Action

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

1.5 Statutory References

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

1.6 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

1.7 Governing Law

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

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement

This Plan of Arrangement constitutes an arrangement under Division 5 of Part 9 of the BCBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein. If there is any conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement regarding the Arrangement, the provisions of this Plan of Arrangement shall govern.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective, and be binding on CCE, MRZ, all registered and beneficial CCE Securityholders (including Dissenting Shareholders), the registrar and transfer agent of CCE and the Depositary at and after the Effective Time, in each case without any further act or formality required on the part of any person, the part of the Court or the registrar, except as expressly provided in this Plan of Arrangement.

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ARTICLE 3

ARRANGEMENT

3.1 Arrangement

Commencing at the Effective Time, the following steps or transactions shall, unless specifically provided otherwise in this Section 3.1, occur and shall be deemed to occur sequentially in the following order without any further authorization, act or formality, in each case at one-minute intervals starting at the Effective Time:

(a) each CCE Share outstanding immediately prior to the Effective Time held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to MRZ and MRZ shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and:

(i) the name of such registered holder shall be removed from the central securities register of CCE as a holder of CCE Shares;

(ii) such Dissenting Shareholders will cease to have any rights as CCE Shareholders other than the right to be paid the fair value for their CCE Shares; and

(iii) MRZ shall be entered in CCE’s central securities register of holders of CCE Shares as the legal and beneficial owner of such CCE Shares, free of all liens, claims and encumbrances;

(b) each CCE Share outstanding immediately prior to the effective time of the transfer under this Section 3.1(b) (other than a CCE Share held immediately before the Effective Time by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised and a CCE Share held by MRZ or any of their affiliates) shall be deemed to be transferred by the holder thereof, without any further act or formality by such CCE Shareholder, free and clear of all liens, claims and encumbrances, to MRZ in exchange for the Consideration, and MRZ shall be deemed to have directed the Depositary to issue and to deliver to such holder the Consideration to which such holder is entitled pursuant to this Section 3.1(b), and upon such exchange:

(i) each holder of such CCE Shares shall cease to be the holder thereof and to have any rights as a CCE Shareholder other than the right to be paid the Consideration pursuant to this Section 3.1(b) and in accordance with this Plan of Arrangement;

(ii) each Former CCE Shareholder shall be removed from CCE’s central securities register of holders of CCE Shares;

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(iii) MRZ shall be entered in CCE’s central securities register of holders of CCE Shares as the legal and beneficial owner of such CCE Shares, free of all liens, claims and encumbrances; and

(iv) each Former CCE Shareholder shall be entered in MRZ’s register of holders of MRZ Shares in respect of MRZ Shares deliverable to such Former CCE Shareholder pursuant to this Section 3.1(b);

(c) concurrently with the transfer in Section 3.1(b), MRZ will issue as consideration for the Consideration issued to CCE Shareholders pursuant to such Section 3.1(b), an equal number of MRZ Common Shares and add to its stated capital an amount equal to the fair market value of the Consideration; and

(d) each CCE Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action on the part of any holder thereof, notwithstanding the terms of the CCE Plan or any award or similar agreement pursuant to which the CCE Options were granted or awarded, cancelled and exchanged for a Replacement Option to acquire from MRZ, such number of MRZ Shares equal to (1) that number of CCE Shares that were issuable upon exercise of such CCE Option immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio (provided that if the foregoing would result in the issuance of a fraction of a MRZ Share on any particular exercise of Replacement Options in the aggregate, then the number of MRZ Shares otherwise issuable shall be rounded down to the nearest whole number of MRZ Shares), at an exercise price per MRZ Share equal to the quotient determined by dividing (X) the exercise price per CCE Share at which such CCE Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent); provided that the exercise price of such Replacement Option shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In-the-Money Amount of such Replacement Option immediately following the exchange does not exceed the In-the-Money Amount (if any) of such CCE Option immediately before the exchange.

At such time following the completion of those transactions described in the foregoing paragraphs of this Section 3.1, as promptly as possible after all conditions therefor have been met, CCE shall file or cause to be filed the prescribed form of election under the Tax Act with the Canada Revenue Agency electing to cease being a public corporation for the purposes of the Tax Act.

3.2 No Fractional Shares

No fractional MRZ Shares shall be issued to Former CCE Shareholders. Where the aggregate number of MRZ Shares to be issued to a Former CCE Shareholder under the Arrangement would otherwise result in a fraction of a MRZ Share being issuable, the number of MRZ Shares to be issued to such Former CCE Shareholder shall be rounded down to the nearest whole MRZ Share, and such Former CCE Shareholder shall not be entitled to any compensation in respect of such fractional MRZ Share.

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3.3 Effect of Arrangement on CCE Warrants and CCE Convertible Notes

As a result of the completion of the steps set out in Section 3.1:

(a) each CCE Warrant outstanding immediately prior to the Effective Time shall, without any further action on the part of any holder thereof, in accordance with the adjustment provisions of the certificates governing the CCE Warrants, following the Effective Time entitle the holder to such number of MRZ Shares equal to (1) that number of CCE Shares that were issuable upon exercise of such CCE Warrant immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio (provided that if the foregoing would result in the issuance of a fraction of a MRZ Share on any particular exercise of CCE Warrants in the aggregate, then the number of MRZ Shares otherwise issuable shall be rounded down to the nearest whole number of MRZ Shares), at an exercise price per MRZ Share equal to the quotient determined by dividing (X) the exercise price per CCE Share at which such CCE Warrant was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of CCE Warrants shall be rounded up to the nearest whole cent), and all certificates governing the CCE Warrants shall be cancelled and replaced with replacement certificates representing such adjusted CCE Warrants;

(b) each CCE Convertible Note outstanding immediately prior to the Effective Time shall adjust in accordance with the terms and conditions of the CCE Convertible Notes; and

ARTICLE 4 DISSENT RIGHTS

4.1 Dissent Rights

Registered holders of CCE Shares as of the deadline for exercising dissent rights may exercise dissent rights with respect to all of the CCE Shares held by such registered holders ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order, any other order of the Court and this Article 4, provided that, notwithstanding Subsection 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in Subsection 242(1)(a) of the BCBCA must be received by CCE no later than 5:00 p.m. (Vancouver time) two (2) Business Days immediately preceding the date of the CCE Meeting (as it may be adjourned or postponed from time to time).

Each Dissenting Shareholder who duly exercises Dissent Rights and who is ultimately determined to be:

(a) entitled to be paid fair value for their CCE Shares, (i) shall be deemed to have transferred such CCE Shares to MRZ as provided, and as of the time stipulated, in Section 3.1(a), (ii) shall be deemed not to have participated in the transactions in

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Article 3 (other than Section 3.1(a)), (iii) shall be entitled to be paid the fair value of such CCE Shares by MRZ, less any applicable withholdings, which fair value, notwithstanding anything to the contrary in the BCBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted at the CCE Meeting, and (iv) will not be entitled to any other payment or consideration, including any payment or consideration that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such CCE Shares; or

(b) not entitled, for any reason, to be paid the fair value for such CCE Shares, (i) shall be deemed to have transferred such CCE Shares to MRZ as provided, and as of the time stipulated, in Section 3.1(b), and (ii) shall be deemed to have participated in the Arrangement on the same basis and at the same time as CCE Shareholders who have not exercised Dissent Rights in respect of such CCE Shares and shall be entitled to receive the Consideration to which CCE Shareholders who have not exercised Dissent Rights are entitled under Section 3.1(b).

4.2 Recognition of Dissenting Holders

(a) In no case shall any Party, the Depositary or any other person be required to recognize any Dissenting Shareholder or any other person exercising Dissent Rights unless such person (i) as of the deadline for exercising Dissent Rights, is the registered holder of those CCE Shares in respect of which such rights are sought to be exercised and (ii) has strictly complied with the procedures for exercising Dissent Rights and has not withdrawn such dissent prior to the Effective Time.

(b) In no case shall any Party or any other person be required to recognize any holder of CCE Shares who validly exercises Dissent Rights as a holder of such CCE Shares after the completion of the transfer under Section 3.1(a), and the names of such Dissenting Shareholders shall be removed from the registers of holders of CCE Shares at the same time as the event described in Section 3.1(a) occurs.

(c) CCE Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration to which CCE Shareholders who have not exercised Dissent Rights are entitled under Section 3.1(b).

(d) In addition to any other restrictions under the Interim Order or Division 2 of Part 8 of the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (a) holders of CCE Options, CCE Convertible Notes or CCE Warrants (in their capacity as holders of such securities); (b) CCE Shareholders who voted or instructed a proxyholder to vote CCE Shares in favour of the Arrangement Resolution; (c) MRZ and any of their affiliates; and (d) any person who is not a registered holder of CCE Shares.

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ARTICLE 5

DELIVERY OF CONSIDERATION

5.1 Payment of Consideration

MRZ will, following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) and in any case not later than three (3) Business Day prior to the Effective Date, deliver or cause to be delivered to the Depositary in escrow (the terms of such escrow to be satisfactory to CCE and MRZ, each acting reasonably) pending the Effective Time, sufficient MRZ Shares (and any treasury directions addressed to MRZ’s transfer agent as may be necessary) to satisfy the aggregate Consideration to be paid to CCE Shareholders (other than CCE Shareholders who have validly exercised their Dissent Rights and who have not withdrawn their notice of dissent) pursuant to this Plan.

5.2 Delivery of Consideration

(a) Upon surrender to the Depositary for cancellation of a certificate or direct registration statement (“DRS”) advice-statement that immediately before the Effective Time represented one or more outstanding CCE Shares that were transferred to MRZ in accordance with Section 3.1, together with a duly completed Transmittal Letter and such other documents and instruments as would have been required to effect the transfer of the CCE Shares formerly represented by such certificate or DRS advice-statement under the BCBCA and the constating documents of CCE and such additional documents and instruments as the Depositary may reasonably require, the Former CCE Shareholder surrendering such certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate, holding statement or DRS advice-statement representing the MRZ Shares that such holder is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.5 and any certificate or DRS advice-statement representing such CCE Shares so surrendered shall forthwith thereafter be cancelled.

(b) After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.2, each certificate or DRS advice-statement that immediately prior to the Effective Time represented one or more CCE Shares (other than CCE Shares in respect of which Dissent Rights have been validly exercised and not withdrawn or CCE Shares held by MRZ or any of their affiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.5.

5.3 Lost Certificates

If any certificate that immediately prior to the Effective Time represented one or more outstanding CCE Shares that were exchanged in accordance with Section 3.1 shall have been lost, stolen or

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destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the Consideration that such holder is entitled to receive in accordance with Section 3.1 and such holder’s Transmittal Letter. When authorizing such delivery of the Consideration that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom the Consideration is to be delivered shall, as a condition precedent to the delivery of the Consideration, give a bond satisfactory to MRZ and the Depositary in such amount as MRZ and the Depositary may direct, or otherwise indemnify MRZ and the Depositary in a manner satisfactory to MRZ and the Depositary, against any claim that may be made against MRZ or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the constating documents of CCE.

5.4 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to MRZ Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate or DRS advice-statement that, immediately prior to the Effective Time, represented outstanding CCE Shares unless and until the holder of such certificate or DRS advice-statement shall have complied with the provisions of Section 5.2 or Section 5.3. Subject to applicable Law and to withholding required pursuant to Section 5.5, at the time of such compliance, there shall, in addition to the delivery of certificates representing MRZ Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofoe paid with respect to such MRZ Shares.

5.5 Withholding Rights

MRZ, CCE, the Depositary and their respective agents, as applicable, shall be entitled to deduct and withhold from any Consideration or any other amount payable or otherwise deliverable to any CCE Shareholder or any other person under this Plan of Arrangement (including any payment to Dissenting Shareholders and holders of CCE Options, CCE Convertible Notes and CCE Warrants) such Taxes or other amounts as MRZ, CCE, the Depositary or their respective agents, as the case may be, may reasonably determine is required to be deducted or withheld with respect to such payment under the Tax Act, the U.S. Tax Code, the Australian Tax Act or any provision of Laws in respect of Taxes. For the purposes hereof, all such deducted or withheld amounts shall be treated as having been paid to the person in respect of which such deduction or withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are timely remitted to the appropriate Governmental Entity by or on behalf of MRZ, CCE, the Depositary or their respective agents, as the case may be. To the extent that the amount so required to be deducted or withheld from any payment to a CCE Securityholder exceeds the cash component, if any, of the amount otherwise payable, subject to the prior approval of MRZ, any of MRZ, CCE, the Depositary or their respective agents, as the case may be, are hereby authorized to sell or otherwise dispose of such portion of the Consideration or other MRZ securities, as applicable, issuable as is necessary to provide sufficient funds to MRZ, CCE, the Depositary or their respective agents, as the case may be, to enable it to comply with all applicable deduction or withholding requirements, and MRZ, CCE, the Depositary or their respective agents, as the case may be, shall remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and shall remit to such CCE Securityholder any unapplied balance of the net proceeds of

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such sale. Any sale will be made in accordance with applicable Laws and at prevailing market prices and none of MRZ, CCE, the Depositary or their respective agents, as the case may be, shall be under any obligation to obtain a particular price, or indemnify any CCE Securityholder in respect of a particular price, for the portion of the Consideration or other MRZ Securities, as applicable, so sold.

5.6 Limitation and Proscription

To the extent that a Former CCE Shareholder shall not have complied with the provisions of Section 5.2 or Section 5.3 on or before the date that is six (6) years after the Effective Date (the "final proscription date"), then the Consideration that such Former CCE Shareholder was entitled to receive, in each case together with all entitlements to dividends and distributions thereon held for such Former CCE Shareholder, shall be automatically cancelled without any repayment of capital in respect thereof and the certificates, holding statements or DRS advice-statements representing MRZ Shares shall be delivered to MRZ by the Depositary and the certificates, holding statements and DRS advice-statements representing such MRZ Shares shall be cancelled by MRZ, and the interest of the Former CCE Shareholder in the Consideration (and dividends and distributions thereon) shall be terminated as of such final proscription date.

5.7 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any liens, claims and encumbrances of third parties of any kind.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

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

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

(c) CCE and MRZ may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time after the CCE Meeting and prior to the Effective Time with the approval of the Court, and, if and only if: (i) it is consented to in writing by each of MRZ and CCE, each acting reasonably; and (ii) if required by the Court, it is consented to by some or all of the CCE Shareholders voting in the manner directed by the Court.

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(d) Notwithstanding anything to the contrary contained herein, CCE and MRZ may amend, modify and/or supplement this Plan of Arrangement without the approval of the Court, the CCE Shareholders or any other persons, provided that each such amendment, modification and/or supplement (i) must concern a matter which, in the reasonable opinion of each of CCE and MRZ, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement, and (ii) is not adverse to the economic interests of any CCE Shareholders.

6.2 Termination

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 7 FURTHER ASSURANCES

7.1 Further Assurances

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

ARTICLE 8 U.S. SECURITIES LAW MATTERS

8.1 U.S. Securities Law Matters

Notwithstanding any provision herein to the contrary, this Plan of Arrangement will be carried out with the intention that all MRZ Shares to be issued and distributed to CCE Shareholders and all Replacement Options to be issued and distributed to holders of CCE Options pursuant to this Plan of Arrangement, as applicable, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

ARTICLE 9 PARAMOUNTCY

From and after the Effective Time (i) this Plan of Arrangement shall take precedence and priority over any and all CCE Shares, CCE Options, CCE Convertible Notes and CCE Warrants issued prior to the Effective Time, (ii) the rights and obligations of registered and beneficial holders of CCE Shares (including Dissenting Shareholders), CCE Options, CCE Convertible Notes and CCE Warrants and CCE, MRZ, the Depositary and any trustee or registrar and transfer agent for the CCE Shares, CCE Options, CCE Convertible Notes and CCE Warrants, shall be solely as provided for in this Plan of Arrangement, and (iii) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any CCE

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Shares, CCE Options, CCE Convertible Notes and CCE Warrants shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

SCHEDULE “B”

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) of Commerce Resources Corp. (the “Corporation”), all as more particularly described and set forth in the management information circular of the Corporation (the “Circular”) accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), and all transactions contemplated thereby, are hereby authorized, approved and adopted;
the arrangement agreement dated April 9, 2025 (the “Arrangement Agreement”) between Mont Royal Resources Limited and the Corporation, as it may be, or may have been, amended, modified or supplemented from time to time, the transactions contemplated therein, the actions of the directors of the Corporation in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by the Corporation of its obligations thereunder, including the Corporation’s application for an interim order from the Supreme Court of British Columbia, are hereby confirmed, ratified, authorized and approved;
the plan of arrangement as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”) of the Corporation implementing the Arrangement, the full text of which is set out in Schedule “A” to the Arrangement Agreement, is hereby authorized, approved and adopted;
the Corporation be and is hereby authorized to apply for a final order from the Supreme Court of British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular);
notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Corporation are hereby authorized and empowered, without further notice to, or approval of, the shareholders of the Corporation to:

a. amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or

b. subject to the terms of the Arrangement Agreement, not proceed with the Arrangement;

any director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute, whether under corporate seal of the Corporation or

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otherwise, and to deliver such other documents as are necessary or desirable in accordance with the Arrangement Agreement for filing; and

any director or officer of the Corporation is hereby authorized, for and on behalf and in the name of the Corporation, to execute and deliver, whether under corporate seal of the Corporation or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

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

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

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

SCHEDULE “C”
REPRESENTATIONS AND WARRANTIES OF CCE

Organization.

(a) CCE is a corporation duly incorporated, validly existing and in good standing under the BCBCA, and has all necessary corporate power and capacity to own its property and assets as now owned and to carry on its business as it is presently being conducted. CCE is duly registered, qualified or licensed to do its business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business makes such registration, qualification or licensing necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

(b) CCE has made available to MRZ complete and correct copies of the Constating Documents of CCE. Copies of such Constating Documents are accurate and complete and have not been amended or superseded and no steps or proceedings have been taken or are pending or contemplated to amend, supplement or cancel such Constating Documents. CCE is not in material default of the performance, observance or fulfillment of any of the provisions of its Constating Documents. CCE has made available to MRZ true, complete and correct redacted copies of the minutes of, and resolutions approved and adopted at, all meetings of the CCE Board, held since November 1, 2023.

Authorization; Validity of Agreement. CCE has all necessary corporate power and authority to execute and deliver this Agreement. The execution, delivery and performance by CCE of this Agreement, the Arrangement and the agreements and other documents to be entered into it hereunder and the consummation by CCE of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the CCE Board, and no other corporate proceeding on the part of CCE is necessary in connection therewith, other than obtaining the CCE Shareholder Approval in the manner required by applicable Law, the Interim Order and the Final Order, to consummate the transactions contemplated hereunder and thereunder.
Execution and Binding Obligations. This Agreement has been duly and validly executed and delivered by CCE and, assuming due and valid authorization, execution and delivery of this Agreement by MRZ, is a valid and binding obligation of CCE enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
Consents and Approvals; No Violations. Except as disclosed in Section 4 of the CCE Disclosure Letter, the execution and delivery by CCE of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

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(a) violate, conflict with or result in a breach of:

(i) any provision of the Constating Documents of CCE o;

(ii) any Material Contract to which CCE is a party or by which CCE is bound, Lease or any Permit of CCE;

(iii) assuming satisfaction of, or compliance with the matters set out in Section 5, and receipt of the Permits referred to therein, any Law to which CCE is subject or by which CCE is bound in any material respect,

and in the case of Section 4(a)(ii) only, except as would not, individually or in the aggregate, have had or reasonably be expected to have a Material Adverse Effect;

(b) except as disclosed in Section 4 of the CCE Disclosure Letter, give rise to any right of termination or cause or permit the termination, cancellation, event of default, cash cover requirement (each however described) or other change of any right or obligation or the loss of any benefit to which CCE is entitled, under any Material Contract of CCE or any such document or Permit to which CCE o is a party except as would not, individually or in the aggregate, have had or reasonably be expected to have a Material Adverse Effect.

Required Approvals. The execution, delivery and performance by CCE of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Permit, or any other action by or in respect of, or filing with, or notification to, any Governmental Entity by CCE other than:

(a) the CCE Shareholder Approval;

(b) the Key Regulatory Approvals;

(d) the Final Order;

(e) such filings and other actions required under applicable Securities Laws and the rules and policies of the TSX-V as are contemplated by this Agreement, all as set out in Section 5 of the CCE Disclosure Letter; and

(f) any other Permit or Regulatory Approval which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect.

Subsidiaries.

(a) CCE has no subsidiaries and other than Capacitor Metals Corp, does not otherwise own, directly or indirectly, any share capital or capital stock or other equity securities of any person or have any direct or indirect equity or ownership interest

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in any business. 20,000,000 common shares of Capacitor Metals Corp. are held by CCE.

Compliance with Laws and Constating Documents.

(a) Except as would not, individually or in the aggregate, have had or reasonably be expected to have a Material Adverse Effect, CCE has complied with all applicable Laws. No notice, charge, claim or action has been received by CCE or has been filed, commenced or, to the knowledge of CCE, brought, initiated or threatened against CCE alleging any violation of any such Laws.

(b) CCE is not in conflict with, or in default under or in violation of its Constating Documents.

Permits. CCE is duly qualified, licensed or registered and hold all Permits required to carry on its business as now conducted in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or operated by it, or the nature of its activities make such registration necessary, except where failure to be so qualified, licensed or registered or to possess such Permits (i) has not had and would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) would not reasonably be expected to prevent, delay or impede the consummation of the transactions contemplated by this Agreement. All such Permits are in full force and effect in accordance with their terms, and CCE has in all material respects since November 1, 2023 complied with, and are in compliance with, all such Permits; there is no action, investigation or proceeding pending or, to the knowledge of CCE, threatened, regarding any such Permit; and neither CCE nor any of its officers or directors has received any notice, whether written or oral, of revocation or non-renewal or material amendments of any such Permits, or of any intention of any person to revoke or refuse to renew or to materially amend any of such Permits and all such Permits continue to be effective in order for CCE to continue to conduct their respective businesses as they are currently being conducted. Other than as disclosed in Section 8 of the CCE Disclosure Letter, to the knowledge of CCE, no person other than CCE owns or has any proprietary, financial or other interest (direct or indirect) in any such Permits.
Capitalization.

(a) As of the close of business on the Business Day prior to the date of this Agreement, there were (A) 212,021,555 CCE Shares validly issued and outstanding as fully-paid and non-assessable shares of CCE; (B) outstanding CCE Options providing for the issuance of up to 2,500,000 CCE Shares upon the exercise thereof; and (C) outstanding CCE Warrants providing for the issuance of up to 161,356,370 CCE Shares. All outstanding CCE Shares have been, and all CCE Shares issuable upon the exercise, vesting, settlement or conversion of rights under CCE Options, and CCE Warrants in accordance with their terms (including, in the case of CCE Options and CCE Warrants, the receipt by CCE of the exercise price therefor), will be duly authorized in accordance with the respective terms thereof, validly issued, fully paid and non-assessable.

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(b) Except as disclosed in Section 9(c) of the CCE Disclosure Letter, there is no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of CCE issued and outstanding.

(c) Except for CCE Options and CCE Warrants referred to in Section 9(a) and other than as disclosed Section 9(c) of the CCE Disclosure Letter, (A) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, restricted share awards, restricted share unit awards, agreements, arrangements, understandings or commitments of any kind relating to the issued or unissued capital stock of, or other equity interests in, CCE obligating CCE to issue, transfer, register or sell or cause to be issued, transferred, registered or sold any shares of capital stock or Voting Debt of, or other equity interest in, CCE or securities convertible into or exchangeable for such shares or equity interests or other securities; (B) there are no outstanding agreements, arrangements, understandings or commitments of CCE to repurchase, redeem or otherwise acquire any CCE Shares or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of CCE (including shareholder or voting trust agreements); (C) there are no outstanding agreements or binding commitments of CCE requiring it to provide any amount of funds or to make any investment (in the form of a loan, capital contribution or otherwise) in any person; and (D) there are no outstanding or authorized share appreciation, phantom share, restricted share units, performance-based awards, profit participation or other similar rights with respect to CCE.

(d) Section 9(d) of the CCE Disclosure Letter sets forth, with respect to each CCE Options and CCE Warrant outstanding as of the close of business on the Business Day prior to the date of this Agreement, (A) the holder of each CCE Option and CCE Warrant; (B) the number of CCE Shares issuable therefor; (C) the purchase price payable therefor upon the exercise of each such CCE Option and CCE Warrant; and (D) the date on which such CCE Option and CCE Warrant was granted. All grants of CCE Warrants were validly issued and properly approved by the CCE Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Laws.

(e) CCE has made available to MRZ complete and correct copies of the CCE Plan.

(f) The CCE Plan and the grants of CCE Options under such plan have been recorded on CCE’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices.

Shareholders’ and Similar Agreements. CCE is not party to any unanimous shareholders agreement, shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of CCE or pursuant to which any person may have any right or claim in connection with any existing or past equity interest in CCE and CCE has not adopted a shareholder rights plan or any other similar plan or agreement.

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11. Reporting Issuer Status and Stock Exchange Compliance.

(a) As of the date hereof, CCE is a reporting issuer not in default under Canadian Securities Laws in the provinces of British Columbia, Alberta and Ontario. There is no Order delisting, suspending or ceasing trading of any securities of CCE. The CCE Shares are listed and posted for trading on the Exchange and the Frankfurt Stock Exchange, and trade over the counter on the OTCQX Best Market, and CCE has not taken any affirmative action to list the CCE Shares on any market other than the TSX-V and the Frankfurt Stock Exchange, and CCE is in compliance with the applicable rules and regulations of the TSX-V and the Frankfurt Stock Exchange.

(b) CCE has not taken any action to cease to be a reporting issuer in any jurisdiction nor has CCE received notification from the BCSC or any other applicable securities commissions or securities regulatory authority of a province of Canada, in each case seeking to revoke CCE’s reporting issuer status. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of CCE is pending, in effect, or, to the knowledge of CCE, has been threatened, or is expected to be implemented or undertaken, and CCE is not subject to any formal review, enquiry, investigation or other proceeding relating to any such order or restriction.

(c) CCE is in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of CCE, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws.

12. Reports.

CCE has timely filed true and correct copies of CCE Filings that CCE is required to file under applicable Securities Laws with the Securities Authorities or the TSX-V (including, as regards Canadian Securities Laws, “documents affecting the rights of security holders” and “material contracts” required to be filed by Part 12 of National Instrument 51-102 – Continuous Disclosure Obligations) and has paid all applicable fees when due under the applicable Securities Laws. CCE Filings, at the time filed or, if amended, as of the date of such amendment, did not contain any misrepresentation and complied in all material respects with the requirements of applicable Securities Laws. Any amendments to CCE Filings required to be made have been filed on a timely basis with the applicable Securities Authority or the Exchange. CCE has not filed any confidential material change report with any Governmental Entity which at the date hereof remains confidential or any other confidential filings (including redacted filings) filed to or furnished, as applicable, to any Securities Authority.

13. Comments, Review, Audits, Etc.

There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of CCE Filings and, to the knowledge of CCE, neither CCE nor any of CCE Filings is the subject of an ongoing audit, review, comment or investigation by the BCSC, any other Securities Authority or the TSX-V.

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14. Financial Statements.

(a) The audited consolidated financial statements for CCE as of and for each of the fiscal years ended on October 31, 2024, 2023 and 2022 (including any notes or schedules thereto, the auditor’s report thereon and related management’s discussion and analysis) have been, and all financial statements of CCE (including any notes or schedules thereto and related management’s discussion and analysis) which have been filed on SEDAR+ in respect of any subsequent periods prior to the Effective Date (i) will be, prepared in accordance with IFRS applied on a basis consistent with prior periods and all applicable Laws and accounting requirements in Canada and (ii) will present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), the consolidated financial position and results of operations of CCE as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto), subject to normal year-end adjustments and the absence of notes in the case of any interim financial statements.

(b) Except as set forth in the financial statements described in Section 14(a) of this Schedule “C”, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of CCE with unconsolidated entities or other persons that are required to be disclosed under IFRS.

(c) CCE does not intend to correct or restate, nor, to the knowledge of CCE, is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in Section 14(a) of this Schedule “C”.

(d) The financial books, records and accounts of CCE:

(i) have been maintained, in all material respects, in accordance with IFRS, and

(ii) accurately and fairly reflect the basis for CCE’s financial statements as at the relevant time in all material respects.

(e) None of CCE or, to the knowledge of CCE, any director, officer, employee, auditor, accountant or representative of CCE has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of CCE or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that CCE has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the CCE Board.

15. Undisclosed Liabilities.

Except for liabilities and obligations (i) reflected or to the extent reserved against on the audited consolidated balance sheet of CCE as of October 31, 2024 or (ii) incurred in the ordinary course of business consistent with past practice since October 31, 2024 and which would not reasonably be expected to have a Material Adverse Effect (none of which results from, arises out of, or was caused by any breach of Contract, or violation of Law, in each case, by CCE), or (iii) disclosed in Section 15 of the CCE

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Disclosure Letter, CCE has not incurred any liabilities or obligations of any nature, whether or not accrued, contingent, absolute or otherwise and whether or not required to be disclosed in the liabilities column of a balance sheet prepared in accordance with IFRS.

Indirect Australian Real Property Interest. The outstanding CCE Shares and CCE Warrants do not satisfy the definition of “indirect Australian real property interest” or an “option or right to acquire such an interest”, respectively, pursuant to the Income Tax Assessment Act 1997 for the purposes of subsection 14-200(1)(c) of the Taxation Administration Act 1953 which is relevant to the application of CGT withholding under subsection 14-200(3) of the Taxation Administration Act 1953.
Flow-Through Financings. Except as disclosed in Section 17 of the CCE Disclosure Letter, CCE is not, and has never been, in default in any material respect of any of its legal obligations in respect of any “flow-through share” financings previously undertaken by it.
No Hedging. Except as set forth in Section 18 of the CCE Disclosure Letter, CCE will not, on the date of this Agreement, have any foreign currency or commodity hedging arrangements in effect, other than those published in the CCE Financial Statements.
Environmental Matters.

(a) CCE has been, and the business of CCE and the assets of CCE are (and have, been carried on, as applicable), in compliance with all applicable Environmental Laws in all material respects; and, to the knowledge of CCE, there are no facts or circumstances that could result in a breach of any Environmental Laws by CCE.

(b) All material Permits issued or required pursuant to Environmental Laws necessary to operate the business of CCE as currently being conducted:

(i) have been obtained;

(ii) are in full force and effect;

(iii) are being complied with; and

(iv) are not being appealed by any person and, to the knowledge of CCE, no proceeding is threatened and no grounds exist to revoke or limit any Permit issued or required pursuant to Environmental Laws.

(c) There are no Hazardous Substances present on or at any CCE Property except in such quantities and stored in such a manner as is allowed by an Environmental Law applicable to the business.

(d) There has been no Release, nor, to the knowledge of CCE, are there any conditions or circumstances that could give rise to a Release, of any Hazardous Substance at, on or under any property owned, leased, controlled or operated by CCE (including under any CCE Mineral Rights) that could result in liability under Environmental Laws on the part of CCE.

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(e) CCE has not:

(ii) received nor been threatened with any notice, complaint, citation, summons or order of any alleged non-compliance in respect of, or any potential liability under any Environmental Law that remains outstanding or unresolved; or

(iii) been required by any Governmental Entity to conduct a cessation of activities at, a change of use, a closure, an environmental rehabilitation or an environmental remediation of, any property owned or leased by CCE (including under any CCE Mineral Rights).

(f) Except pursuant to any customary indemnities in any Lease, pursuant to any Material Contract set forth in Section 31(a) of the CCE Disclosure Letter, or as set forth in Section 19(f) of the CCE Disclosure Letter, CCE has not agreed by Contract or otherwise (including any order or consent agreement) to indemnify or hold harmless any person for any liability pursuant to Environmental Laws.

(g) To the knowledge of CCE, no event has occurred which may require CCE to carry out any work or pay any money in relation to any CCE Property in order to ensure that the CCE Property can be used in compliance with applicable Environmental Law in the manner it is being used as at the date of this Agreement.

(h) There is:

(i) no plan or policy which has been or is required to be prepared in relation to any CCE Property under any Environmental Law applicable to the business; and

(ii) nothing in, on or under any CCE Property (including but not limited to underground tanks and associated piping) that would require notification to any Governmental Entity or could entitle any Governmental Entity to require monitoring, closure, clean up or remediation under any Environmental Law applicable to the business.

(i) CCE has, or caused to be, provided all financial assurance to applicable Governmental Entities, required under Environmental Laws relating to CCE Property and to conduct the business of CCE;

(j) No CCE Property is the subject of any charge in favour of any Governmental Entity as security for the cleaning up of the CCE Properties or other costs under any Environmental Law.

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(k) To the knowledge of CCE, there are no material environmental issues relating to past activities on, or in relation to, the CCE Mineral Rights requiring remedial action which has not been completed as required by Environmental Law.

Indigenous Matters.

(a) Section 20(a) of the CCE Disclosure Letter sets out a list of all Contracts with Indigenous communities to which CCE is a party (“CCE Indigenous Group Contracts”). Other than the CCE Indigenous Group Contracts or as set forth in Section 20(a) of the CCE Disclosure Letter, neither CCE nor any person acting on behalf of CCE is currently in discussions or negotiations with any Indigenous community with respect to entering into a new CCE Indigenous Group Contract or terminating, amending, modifying or supplementing any CCE Indigenous Group Contract. CCE is not in default under any CCE Indigenous Group Contract.

(b) No dispute exists or, to the knowledge of CCE, is threatened between an Indigenous community group and CCE with respect to CCE Property, CCE Mineral Rights, any Permits or the operations of CCE of its business which has had, or is reasonably likely to give rise to, a Material Adverse Effect.

Employment Matters.

(a) Each Independent Contractor of CCE has been properly classified as an independent contractor and CCE has not received any notice from any Governmental Entity disputing such classification.

(b) Except as set forth in Section 21(b) of the CCE Disclosure Letter, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not (whether alone or in conjunction with any other event, such as a termination of employment) (A) result in any payment (including bonus, change of control payment, retention, retirement, severance or other benefit) becoming due or payable to any employees, consultants or contractors including under any CCE Benefit Plan, (B) accelerate or increase the salary, compensation (in any form) or benefits otherwise payable to any director, officer, employee, consultant or contractor of CCE, including under any CCE Benefit Plan, (C) entitle the recipient of any payment or benefit to receive any “gross up” payment for any income or other Taxes that might be owed with respect to such payment or benefit payments, or (D) result in the triggering or imposition of any restrictions or limitations on the rights of CCE to amend or terminate any CCE Benefit Plan.

(c) Except as set forth in Section 21(c) of the CCE Disclosure Letter, CCE is not subject to any current, pending or, to the knowledge of CCE, threatened claim, complaint or proceeding for wrongful dismissal, constructive dismissal, discrimination or retaliation, or any other claim relating to termination of employment of employees or Independent Contractors.

(d) CCE (A) is not a party to any collective bargaining agreement with respect to any employees of CCE or (B) is not subject to any application for certification or, to the knowledge of CCE, threatened or apparent union- organizing campaigns and no

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trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any employees of CCE by way of certification, interim certification, voluntary recognition or succession rights. There is no labour strike, dispute, work slowdown or stoppage, picketing, hand-billing or boycotts pending or involving, or to the knowledge of CCE threatened against, CCE and no such event has occurred within the last three (3) years.

(e) Except as set forth in Section 21(e) of the CCE Disclosure Letter, CCE is in compliance in all material respects with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, workers’ compensation, human rights, immigration, Tax withholding, labour relations, and wage and hour Laws, and there are no current, pending, or to the knowledge of CCE, threatened proceedings before any court, Governmental Entity, board or tribunal with respect to any of the areas listed herein.

(f) CCE has not and are not engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of CCE, threatened against CCE.

(g) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation (or leave) with pay, sick days and benefits under CCE Benefit Plans and other similar accruals have either been paid or are accurately reflected in the Books and Records of CCE.

(h) There are no charges pending under applicable occupational health and safety legislation (“OHSA”). CCE has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(i) Except as set forth in Section 21(i) of the CCE Disclosure Letter, there have been no fatal or critical accidents which have occurred in the course of the operation of the business which could reasonably be expected to lead to charges under Law.

Absence of Certain Changes or Events. Except as specifically contemplated by this Agreement or as disclosed in the CCE Filings, since December 31, 2024, (i) CCE has conducted their business in the ordinary course of business consistent with past practice, and (ii) there has not been any event, circumstance or occurrence which has had, or is reasonably likely to give rise to, a Material Adverse Effect.
Litigation; Orders. Other than as set forth in Section 23 of CCE Disclosure Letter:

(a) there is no suit, claim, action, charge, investigation, inquiry, including arbitration proceeding, alternative dispute resolution proceeding, other Proceeding or investigation that has been commenced or, to the knowledge of CCE, threatened against or naming as a party thereto CCE or any of their respective property or assets or any of their respective current or former directors, officers or employees (in their capacities as such) that:

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(i) has been, or would reasonably be expected, individually or in the aggregate, to give rise to a Material Adverse Effect;

(ii) could be or is being prosecuted as a criminal offence; or

(iii) has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of CCE to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement;

(b) no Order is outstanding against CCE or any of their respective properties or assets that:

(i) has been, or would reasonably be expected, individually or in the aggregate, to give rise to a Material Adverse Effect; or

(ii) has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of CCE to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement.

(c) as of the date hereof, CCE does not have any suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other person; and

(d) there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of CCE, threatened against or relating to CCE before any Governmental Entity.

Taxes.

(a) CCE has duly and in a timely manner filed all Tax Returns required to be filed by it with the appropriate Governmental Entity, and all such Tax Returns were complete and correct in all material respects. CCE is not currently a beneficiary of any extension of time within which to file any Tax Return other than extensions that are automatically granted.

(b) CCE has paid all material Taxes, including instalments required by applicable Law on account of Taxes for the current year, which are due and payable by it (whether or not assessed by the appropriate Governmental Entity), and CCE has provided adequate accruals in accordance with IFRS in the most recently published financial statements of CCE for any Taxes of CCE that have not been paid with respect to the period covered by such financial statements whether or not shown as being due on any Tax Returns. Since the end of the most recent period reported in such financial statements, no liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

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(c) CCE has, in all material respects, duly and timely withheld all Taxes required by Law to be withheld by it (including Taxes required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any person) and has, in all material respects, duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by Law to be remitted by it.

(d) CCE has, in all material respects, duly and timely collected all amounts on account of any sales, use or transfer Taxes, including without limitation goods and services, harmonized sales, provincial and territorial sales taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by Law to be remitted by it.

(e) There are no proceedings, investigations, audits or claims now pending against CCE in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes. CCE has not granted a waiver to extend a reassessment period that is still in force.

(f) For the purposes of the Tax Act, the Income Tax Assessment Act, the U.S. Tax Code and any other relevant Tax purposes:

(i) CCE is resident in Canada and is not resident in any other country; and

(ii) CCE has not, or had, a permanent establishment in a country other than its country of residence.

(g) CCE is not liable for Taxes of any other person by reason of contract, transferee liability, indemnification or otherwise.

(h) There are no Liens for Taxes upon any properties or assets of CCE (other than Permitted Liens).

Books and Records. The Books and Records of CCE are currently maintained in accordance, in all material respects, with applicable Laws, are stated in reasonable details, are complete and accurate, in all material respects, and accurately and fairly reflect the basis for CCE’s financial statements. All of CCE’s corporate records are in the possession of CCE or its Representatives.
Minute Books. The corporate minute books of CCE have been maintained in accordance with applicable Laws in all material respects and such minute books are complete and accurate in all material respects.
Insurance. CCE has in place reasonable and prudent insurance policies appropriate for the size and nature of their respective activities and businesses with reputable insurance companies. All such policies are in full force and effect and no notice of early cancellation been received or threatened, all premiums due thereon have been paid by CCE, and CCE is otherwise in compliance in all material respects with the terms and provisions of such policies. CCE is not in default with respect to any of the provisions contained in the

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insurance policies and has not failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. There is no material claim pending under any of such policies or arrangements as to which coverage has been denied or disputed by the underwriters of such policies or arrangements. The limits contained within such policies have not been exhausted or significantly diminished and no further premiums or payments will be due following the Effective Time with respect to periods of time occurring prior to the Effective Time.

Non-Arm’s Length Transactions. Other than employment or compensation agreements entered into in the ordinary course of business or as disclosed in the CCE Filings, no director, officer, employee or agent of, or independent contractor to, CCE or holder of record or beneficial owner of 10% or more of the CCE Shares, or associate or affiliate of any such officer, director or beneficial owner, is a party to, or beneficiary of, any loan, guarantee, Contract, arrangement or understanding or other transactions with CCE.
Benefit Plans.

(a) Section 29(a) of the CCE Disclosure Letter contains a true and complete list of all CCE Benefit Plans and, in respect of each CCE Benefit Plans, where applicable, CCE has provided or made available to MRZ current and complete copies of (A) the plan document(s), including award agreements of officers of CCE, as amended through the date of this Agreement, or a written summary of any unwritten CCE Benefit Plan, (B) summaries of any material modification required under applicable Law, (C) copies of the three most recent actuarial valuation and three most recent financial statements, whether or not filed with any Governmental Entity, evidence of registration with Governmental Entities, and copies of all annual filings required to be made to Governmental Entities for the past three years (D) material contracts including trust agreements, funding and investment management agreements, insurance contracts, and administrative services agreements, and (E) any material correspondence in respect of CCE Benefit Plans within the past three years with any other Governmental Entity.

(b) All of CCE Benefit Plans, including any related trusts, are and have been established, registered, funded, qualified, maintained, invested, contributed to and administered in compliance, in all material respects, with all applicable Laws, the terms of each CCE Benefit Plan and the terms of the documents that support such CCE Benefit Plans. To the knowledge of CCE, no fact or circumstance exists which could adversely affect the registered status or tax-qualification of any such CCE Benefit Plan under applicable Law. Neither CCE nor, to the knowledge of CCE, any of its agents or delegates, has breached any statutory obligation with respect to the administration or investment of any CCE Benefit Plan. Neither CCE, nor, to the knowledge of CCE, any of its agents or delegates, has breached any fiduciary obligation with respect to the administration or investment of any CCE Benefit Plan.

(c) All obligations of CCE regarding CCE Benefit Plans have been satisfied in all material respects and all contributions, benefits, premiums or Taxes required to be remitted, made or paid by CCE by applicable Laws, or under the terms of each CCE Benefit Plan, have been remitted, made or paid when or before due. No currently

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outstanding notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by CCE from any applicable Governmental Entity in respect of any CCE Benefit Plan that is a pension or retirement plan.

(d) All reports and filings with Governmental Entities required to be made by CCE in connection with each CCE Benefit Plan, have been timely made, and all disclosures and notices required to be given to participants and beneficiaries in connection with each CCE Benefit Plan have, in all material respects, been properly and timely made in accordance with applicable Laws and the terms of CCE Benefit Plans.

(e) No CCE Benefit Plan is subject to any pending investigation, examination, action, claim (including claims for Taxes, interest, penalties or fines) or any other proceeding initiated by any person (other than routine claims for benefits) and, to the knowledge of CCE, there exists no state of facts which could reasonably be expected to give rise to any such investigation, examination, action, claim or other proceeding.

(f) No CCE Benefit Plan is a pension plan, a multi-employer plan, or a multi-employer pension plan for purposes of applicable pension standards legislation in Canada or a province thereof.

(g) All data necessary to administer each CCE Benefit Plan is in the possession of CCE or its agents and is in a form which is sufficient for the proper administration of such CCE Benefit Plan in accordance with its terms and all applicable Laws and such data is complete and correct.

(h) None of the CCE Benefit Plans (other than pension plans) provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependants of retired employees.

Restrictions on Business Activities. There is no Contract or Order binding upon CCE that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any business practice of CCE or the conduct of business by CCE as currently conducted (including following the transaction contemplated by this Agreement), other than as set out in Section 30 of the CCE Disclosure Letter.
Material Contracts.

(a) Section 31(a) of the CCE Disclosure Letter sets out a complete and accurate list of all Material Contracts to which CCE is a party, or by which CCE is bound ("CCE Material Contracts"). Other than disclosed in Section 31(a) of the CCE Disclosure Letter, true and complete copies of the CCE Material Contracts have been disclosed in the CCE Data Room.

(b) Each CCE Material Contract is legal, valid, binding and in full force and effect and is enforceable by CCE in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally, and to general principles of equity) and is the product of fair and arms' length negotiations between each of the parties to such CCE Material Contracts.

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(c) Other than disclosed in Section 31(a) of the CCE Disclosure Letter, CCE has performed in all material respects all respective obligations required to be performed by them to date under the CCE Material Contracts and CCE is not in breach or default under any CCE Material Contract, nor does there exist any condition that with the passage of time or the giving of notice or both would result in such a breach or default.

(d) CCE does not know of, or has received any notice (whether written or oral) of, any breach or default under nor, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under, any such CCE Material Contract by any other party to a CCE Material Contract.

(e) CCE has not received any notice (whether written or oral), that any party to a CCE Material Contract intends to amend, cancel, terminate or otherwise modify or not renew its relationship with CCE, and, to the knowledge of CCE, no such action has been threatened.

Real Property and Personal Property.

(a) Except as otherwise stated in Section 32(a) of the CCE Disclosure Letter:

(i) CCE has good title to, or valid leasehold interests in, all of their respective properties and assets, free and clear of all Liens, except for Permitted Liens;

(ii) CCE enjoys peaceful and undisturbed possession under all occupancy agreements for CCE Leased Real Property;

(iii) CCE, as lessee, has the right under valid and subsisting leases to use, possess and control all personal or movable property leased by CCE as used, possessed and controlled by CCE.

(b) Section 32(b) of the CCE Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of all real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)) by CCE in connection with the operation of CCE’s business as it is now being conducted (collectively, including the improvements thereon, the “CCE Leased Real Property”).

(c) CCE holds all Permits, easements, rights, interests and privileges necessary for the conduct of the business on property owned or leased by CCE (including under any CCE Mineral Rights).

(d) There are no pending or, to the knowledge of CCE, threatened proceedings to take all or any portion of any property owned or leased by CCE (including under any CCE Mineral Rights) or any interest therein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof.

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(e) No person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any real or immovable property owned or, to the knowledge of CCE, leased or otherwise held by CCE, or any part thereof or interest therein.

(f) To the knowledge of CCE, there are no disputes regarding boundaries, easements, covenants, rights or means to access or other matters relating to any real property owned or, to the knowledge of CCE, leased by, CCE a.

(g) All required consents and approvals have been obtained in respect of the development of any real property owned and, to the knowledge of CCE, leased or licenced, by CCE and any alteration, extension or other improvement thereof.

(h) To CCE’s knowledge, no notice has been received by CCE and there is no order, declaration, recommendation or approved proposal of a public authority or Governmental Entity which would materially affect the use of any property owned or leased by CCE (including under any CCE Mineral Rights).

(i) To CCE’s knowledge, CCE will not have any residual liability in respect of any leasehold premises that it has assigned, whether or not the relevant lessor gave any release to CCE.

(j) Except as otherwise stated in Section 32(j) of the CCE Disclosure Letter, to CCE’s knowledge, there is no material breach of, or material default under, any lease, agreement or covenant in relation to any property owned or leased by CCE (including under any CCE Mineral Rights) and the transactions contemplated by this Agreement will not trigger any such breach or default.

Title to the Assets. CCE owns (with good title) all of the CCE Properties, mining rights and assets (whether real, personal, immovable, movable or mixed and whether tangible or intangible) that they purport to own including all the CCE Properties, mining rights and assets reflected as being owned by CCE in the Books and Records. No other person owns any CCE Property, mining rights or assets which are being used in the business of CCE, except for the CCE Leased Real Properties, the personal property leased by CCE pursuant to the Material Contracts and the Intellectual Property licensed to the CCE.
Sufficiency of Assets. The property and assets of CCE include all rights and property necessary to enable MRZ to conduct such business after the Effective Time substantially in the same manner as it was conducted prior to the Effective Time. With the exception of inventory, motor vehicles and equipment in transit, all of the stipulated are situate at the CCE Properties.
No Options, etc. to Purchase Assets. No person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from CCE of any material assets (including any CCE Mineral Right or any portion thereof).
Condition of Tangible Assets. Except as provided in the CCE Budget, the buildings, plants, structures, vehicles, equipment, technology and communications hardware and

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other tangible or corporeal personal or movable property of CCE (including the Buildings and Fixtures) are structurally sound, in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put. Except as provided in the CCE Budget, none of such buildings, plants, structures, vehicles, equipment or other property are in need of maintenance or repairs except for routine maintenance and repairs in the ordinary course of business that are not material in nature or cost.

Accounts Receivable. All accounts receivable are bona fide, and, subject to an allowance for doubtful accounts that has been reflected in the Books and Records of CCE in accordance with IFRS and consistent with past practice, collectible without set off or counterclaim.
Interest in Properties and CCE Mineral Rights.

(a) All of CCE's interests in any rights, titles and interests held in respect of mining claims, mining leases, mining concessions, exploration licenses, leases to mine minerals, surface deposit rights, other forms of mineral or land tenures, whether contractual, statutory or other, and other mining titles, granted, assigned, acquired or held by any person at any time and from time to time (including any mining rights as defined in the Mining Act (Québec)) (collectively, the “CCE Mineral Rights”), are set forth in Section 32 or 38 of the CCE Disclosure Letter. Other than CCE Mineral Rights or as set forth in Section 38(a) of the CCE Disclosure Letter, CCE does own or has any interest in any other mining claims, mining leases, mining concessions and other mining titles.

(b) Other than as set forth in Section 38(b) of the CCE Disclosure Letter, CCE is the sole registered and legal and beneficial owner of all right, title and interest in and to the CCE Mineral Rights, free and clear of any Lien, other than a Permitted Lien.

(c) To the knowledge of CCE, the CCE Mineral Rights are in full force and effect, in good standing, not liable to be forfeited, cancelled, terminated, suspended or not renewed for any reason under applicable Laws and, to the knowledge of CCE, all work required to be performed and reports required to be filed in respect of CCE Mineral Rights by applicable Law have been performed and filed, all Taxes, royalties, rentals, rates, levies, fees, expenditures and other payments required to be made in respect thereof have been paid, incurred or complied with, all filings in respect thereof have been made and there is no material breach of any of the conditions of any of the CCE Mineral Rights. There are no adverse claims against or challenge to the title to or ownership of any CCE Mineral Rights.

(d) Other than as set forth in Section 38(d) of the CCE Disclosure Letter, no person other than CCE has any interest in CCE Mineral Rights or the production or profits therefrom or, other than CCE Royalty Agreements, any royalty or streaming interest in respect thereof or any right to acquire any such interest, except pursuant to applicable Laws and other than a Permitted Lien.

(e) Other than as set forth in Section 38(e) of the CCE Disclosure Letter, there are no back-in rights, earn-in rights, purchase options, rights of first offer, rights of first

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refusal or similar provisions or rights which would adversely affect any interest of CCE in CCE Mineral Rights.

(f) Other than as set forth in Section 38(f) of the CCE Disclosure Letter, there are no material restrictions on the ability of CCE to transfer, use or exploit CCE Mineral Rights, except pursuant to applicable Laws or the terms of CCE Mineral Rights.

(g) CCE is not aware of: (i) any surface rights held or purported to be held by any person to occupy or otherwise use the surface of the land comprising the CCE Mineral Rights, or of any fact or condition which would result in the interference with or termination of CCE’s access to the land comprising the CCE Mineral Rights or of its surface rights necessary to explore for and develop the CCE Mineral Rights and to conduct all exploration and development activities thereon; or (ii) any notice, charge, claim or action to which the CCE Minerals Rights is subject that has been taken or threatened by any person which would in any way encumber, limit, restrict or cause interference, in any material respect, with any mining operations carried out in connection with any of the CCE Properties.

(h) CCE has not received any notice, whether written or oral, from any Governmental Entity or any third party of any revocation, expropriation, or challenge to ownership or intention to revoke, expropriate or challenge the ownership of CCE in any of CCE Mineral Rights.

(i) Section 38(i) of the CCE Disclosure Letter sets forth a complete list of all Royalty Agreements to which CCE is a party or by which the CCE Mineral Rights are affected (the “CCE Royalty Agreements”). Other than CCE Royalty Agreements, there are no Royalty Agreements to which CCE is a party or, to the knowledge of CCE, by which the CCE Mineral Rights are affected which continue to be in force. CCE has made available to MRZ true and complete copies of each CCE Royalty Agreement.

(j) The CCE Mineral Rights are not located, in whole or in part in an agricultural zone within the meaning of an Act respecting the preservation of agricultural land and agricultural activities, CQLR c.P 41.1.

Mineral Resources. The most recent estimated mineral resources disclosed in CCE Technical Reports filed on SEDAR+ before the date of this Agreement have been prepared and disclosed in all material respects in accordance with accepted mining, engineering, geoscience and other approved industry practices and all applicable Laws, including the requirements of NI 43-101. The information provided by CCE to the Qualified Persons in connection with the preparation of such estimates was complete and accurate in all material respects at the time such information was furnished. Except for reductions arising in the ordinary course of mining operations, there has been no reduction in the aggregate amount of estimated mineral resources of CCE from the amounts disclosed in CCE Technical Reports. All material information regarding CCE’s properties, including drill results, technical reports and studies, that are required to be disclosed by Canadian Securities Laws, have been disclosed in CCE Technical Reports. The most recent technical reports with respect to CCE Properties filed on SEDAR+ are current technical reports for purposes of compliance with NI 43-101.

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Operational Matters.

(a) All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of CCE and any of their joint ventures, have been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof; and

(b) All costs, expenses, and liabilities due and payable on or prior to the date hereof under the terms of any contracts and agreements to which CCE or any of their joint ventures is directly or indirectly bound, have in all material respects, been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

Corrupt Practices Legislation. There have been no violations or breaches of Anti-Corruption Laws by CCE and CCE has implemented and maintain policies, standards, procedures and controls designed to ensure compliance by them and their directors, officers, agents, employees and others acting on their behalf with Anti-Corruption Laws, including measures for the detection, prevention and reporting of violations. In connection with this Agreement, neither CCE nor any director or officer of CCE nor, to the knowledge of CCE, any agent, employee or other person acting on behalf of CCE, directly or indirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other advantage (i) in violation of any applicable Law, including any Anti-Corruption Law; or (ii) to a Public Official with the intention of: (A) improperly influencing any act or decision of a Public Official; (B) inducing a Public Official to do or omit to do any act in violation of his lawful duty; or (C) securing any improper advantage, in each case in order to obtain or retain business or any business advantage (such as, for example, securing any concession, permit, authorization, contract, or other agreement with any party). CCE is not, has not been, or is not reasonably expected to become the subject of or a party to any proceeding, claim, action, or regulatory investigation related to any Anti-Corruption Laws and there are no circumstances likely to lead or give rise to any such proceeding, claim, action or investigation. For the purposes of this Section 41, "Public Official" includes any (a) officer, employee, or agent employed by, representing or acting on behalf of a (i) Governmental Entity or public international organisation or any department, agency or instrumentality thereof, (ii) legislative, administrative or judicial office, or (iii) government owned or controlled enterprise; (b) political party or party official, or any candidate for any political office; (c) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including (as applicable) any Indigenous community leader; (d) immediate family member, such as a parent, spouse, sibling, or child of a person in anyone specified in (a), (b) or (c) above; or (e) person who holds themselves out to be an authorised representative or intermediary of anyone specified in (a), (b), (c) or (d) above.
Compliance with Sanction Legislation.

(a) Neither CCE nor any of its directors or officers nor, to the knowledge of CCE, any of its employees or agents or any person acting on behalf of CCE ("CCE Agents"),

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is, or is directly or indirectly owned or controlled by, an individual or entity that is currently a listed or designated entity (a “Sanctioned Person”) under:

(i) any sanction administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (including, but not limited to, designation as a “specially designated national,” “blocked person” or “foreign sanctions evaders” thereunder and sanctions pursuant to the U.S. Iran Sanctions Act of 1996, Public Law 104-172, as amended by the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010, Public Law 111-195) or the U.S. Departments of State and Commerce (“US Economic Sanctions”);

(ii) the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the Freezing Assets of Corrupt Foreign Officials Act, Part II.1 of the Criminal Code, the United Nations Act, any regulation promulgated under the aforementioned legislation, or any other similar legislation administered by the Government of Canada (“Canadian Economic Sanctions”);

(iii) any similar legislation administered by or promulgated by the United Kingdom, the United Nations Security Council, the European Union or any of its member states, Australia, Singapore or any other relevant sanctions authority (“Other Economic Sanctions” and, collectively with Canadian Economic Sanctions and US Economic Sanctions, “Sanctions Laws”).

(b) Neither CCE nor, to the knowledge of CCE, any of its respective directors, officers or CCE Agents, is or during the past five years has been, directly or indirectly, engaged in any conduct, dealings, or transactions that would violated Sanctions Laws.

(c) Neither CCE, nor, to the knowledge of CCE, any of its respective directors, officers or CCE Agents, is or during the past five years has been, directly or indirectly:

(i) dealing in the property owned, controlled, or held by a Sanctioned Person;

(ii) providing financial or related services to a Sanctioned Person; or

(iii) engaged in any other dealing or transaction with a Sanctioned Person.

(d) CCE is not located, organized or resident within, or doing business or operating from a country or territory that is, or whose government is, the subject of Sanctions Laws which would prohibit a person or entity resident in or a national of Canada, the United States, the United Kingdom, Australia, Singapore, or the European Union from doing business with or in that jurisdiction (for example, and without limiting the foregoing, the Crimea Region of Ukraine).

(e) Neither CCE nor, to the knowledge of CCE, any of its directors, officers or CCE Agents, has received notice of or has knowledge of any claim, action, suit,

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proceeding or investigation against it with respect to Sanctions Laws by any relevant Governmental Entity.

Intellectual Property; Data Protection; Cybersecurity.

(a) CCE has a right to use all Intellectual Property that is material to CCE’s business;

(b) CCE takes commercially reasonable actions to protect and preserve the security of their computer software, websites and systems (including the confidential data transmitted thereby or stored therein) including implementing business continuity and disaster recover plans;

(c) CCE is in compliance with all applicable information privacy Laws to protect the security and confidentiality of personal data and have not suffered or been made aware of any personal data breaches.

Brokers; Expenses. Except for the fees to be paid to Churchill SIG Pty Ltd, none of CCE or any of its officers, directors or employees has employed any broker, finder, investment banker, financial advisor or other person or incurred any liability for any brokerage fees, commissions, finder’s fees, financial advisory fees or other similar fees in connection with the transactions contemplated by this Agreement.
Opinion of Evans & Evans, Inc. As of the date hereof:

(a) Evan & Evans, Inc. has delivered an oral Fairness Opinion to the CCE Board to the effect that as of the date of such Fairness Opinion and based on and subject to the assumptions, qualifications and limitations to be set out in its confirmatory written opinion, the Consideration to be received by the CCE Shareholders pursuant to the Arrangement is fair from a financial point of view to such holders; and

(b) CCE has been authorized by Evans & Evans, Inc. to permit inclusion of the Fairness Opinion in the CCE Circular.

SCHEDULE “D”
REPRESENTATIONS AND WARRANTIES OF MRZ

Organization.

(a) MRZ is duly incorporated and validly formed and existing and in good standing under the laws of Australia and has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. MRZ is duly qualified or licensed to conduct the business it conducts.

(b) MRZ has made available to CCE complete and correct copies of the Constating Documents of MRZ as presently in effect and no action has been taken to amend or supersede such documents. MRZ has made available to CCE true, complete and correct redacted copies of the minutes of, and resolutions approved and adopted at, all meetings of the MRZ Board, held since July 1, 2023.

Authorization; Validity of Agreement. MRZ has all necessary corporate power and authority to execute and deliver this Agreement (subject to obtaining the Regulatory Approvals and the MRZ Shareholder Approval). The execution, delivery and performance by MRZ of this Agreement, the Arrangement and the agreements and other documents to be entered into by each of them hereunder and the consummation by MRZ of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the MRZ Board, except for obtaining the Regulatory Approvals and the MRZ Shareholder Approval, and no other corporate proceeding on the part of MRZ is necessary in connection therewith to consummate the transactions contemplated hereunder and thereunder.
Execution and Binding Obligations. This Agreement has been duly and validly executed and delivered by MRZ and, assuming due and valid authorization, execution and delivery of this Agreement by CCE, is a valid and binding obligation of MRZ enforceable against MRZ in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
Consents and Approvals; No Violations. Except as disclosed in Section 4 of the MRZ Disclosure Letter, the execution and delivery by MRZ of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) violate, conflict with or result in a breach of:

(i) any provision of the Constating Documents of MRZ or any of its subsidiaries;

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(ii) any Material Contract to which MRZ or any of its subsidiaries are a party or by which MRZ or any of its subsidiaries are bound, Lease or any Permit of MRZ or any of its subsidiaries;

(iii) assuming satisfaction of, or compliance with the matters set out in Section 5 to this Schedule "D", and receipt of the Permits referred to therein, any Law to which MRZ or any of its subsidiaries are subject or by which MRZ or any of its subsidiaries is bound in any material respects,

and in the case of 4(a)(ii) only, except as would not, individually or in the aggregate, have had or reasonably be expected to have a Material Adverse Effect;

(b) except as disclosed in Section 4 of the MRZ Disclosure Letter, give rise to any right of termination or cause or permit the termination, cancellation, event of default, cash cover requirement (each however described) or other change of any right or obligation or the loss of any benefit to which MRZ is entitled, under any Material Contract of MRZ or any such document or Permit to which MRZ or any of its subsidiaries is a party except as would not, individually or in the aggregate, have had or reasonably be expected to have a Material Adverse Effect.

Required Approvals. The execution, delivery and performance by MRZ of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Permit, or any other action by or in respect of, or filing with, or notification to, any Governmental Entity by MRZ other than:

(a) the MRZ Shareholder Approval;

(b) the Key Regulatory Approvals; and

(c) any other Permit or Regulatory Approval which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect.

Subsidiaries.

(a) All of MRZ's subsidiaries or equity interests (whether registered or beneficial) in any person are set forth in Section 6(a) of the MRZ Disclosure Letter. The following information with respect to each subsidiary of MRZ is accurately set out in Section 6(a) of the MRZ Disclosure Letter: (A) its name; (B) the number, type and principal amount, as applicable, of its outstanding equity securities or other equity interests and a list of registered holders of issued share capital or capital stock or other equity interests; and (C) its jurisdiction of incorporation, organization or formation. Except as set forth in Section 6(a) of the MRZ Disclosure Letter, MRZ does not otherwise own, directly or indirectly, any share capital or capital stock or other equity securities of any person or have any direct or indirect equity or ownership interest in any business.

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(b) Except as set forth in Section 6(b) of the MRZ Disclosure Letter, each subsidiary of MRZ is duly incorporated and is validly existing under the Laws of its jurisdiction of incorporation and has the corporate power and authority to own its assets and conduct its business as now owned and conducted. Each subsidiary of MRZ is duly qualified to carry on business in each jurisdiction in which its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities make such qualification necessary.

(c) MRZ is, directly or indirectly, the registered and beneficial owner of all of the issued and outstanding securities of each subsidiary of MRZ, free and clear of all Liens (other than Permitted Liens), and all such securities have been duly and validly authorized and issued, are fully paid, and if the subsidiary is a company or corporation, are non-assessable. No such securities have been issued in violation of any Law or pre-emptive or similar rights.

(d) True and complete copies of the Constating Documents of each subsidiary of MRZ have been made available to CCE, and no action has been taken to amend or supersede such documents.

Compliance with Laws and Constating Documents.

(a) Except as would not, individually or in the aggregate, have had or reasonably be expected to have a Material Adverse Effect, MRZ and MRZ’s subsidiaries have complied with all applicable Laws. No notice, charge, claim or action has been received by MRZ or any of MRZ’s subsidiaries or has been filed, commenced or, to the knowledge of MRZ, brought, initiated or threatened against MRZ or any of MRZ’s subsidiaries alleging any violation of any such Laws.

(b) None of MRZ or any of MRZ’s subsidiaries is in conflict with, or in default under or in violation of its Constating Documents.

Permits. MRZ and its subsidiaries are duly qualified, licensed or registered and hold all Permits required to carry on its business as now conducted in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or operated by it, or the nature of its activities make such registration necessary, except where failure to be so qualified, licensed or registered or to possess such Permits (i) has not had and would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) would not reasonably be expected to prevent, delay or impede the consummation of the transactions contemplated by this Agreement. All such Permits are in full force and effect in accordance with their terms, and MRZ and its subsidiaries have in all material respects since July 1, 2023 complied with, and are in compliance with, all such Permits; there is no action, investigation or proceeding pending or, to the knowledge of MRZ, threatened, regarding any such Permit; and none of MRZ or any of its subsidiaries or, any of their respective officers or directors has received any notice, whether written or oral, of revocation or non-renewal or material amendments of any such Permits, or of any intention of any person to revoke or refuse to renew or to materially amend any of such Permits and all such Permits continue to be effective in order for MRZ and its subsidiaries to continue to conduct their respective businesses as they are currently being conducted. Other than as disclosed in Section 8 of the MRZ Disclosure Letter, to the knowledge of MRZ, no person

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other than MRZ or a subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any such Permits.

Capitalization.

(a) As of the close of business on the Business Day prior to the date of this Agreement, there were (A) 85,029,793 fully paid MRZ Shares issued and outstanding; and (B) 4,500,000 unlisted share options (“MRZ Options”) on issue or agreed to be issued obliging MRZ to issue up to 4,500,000 fully paid MRZ Shares upon the vesting and exercise thereof. All outstanding MRZ Shares have been duly authorized, validly issued, fully paid and non-assessable.

(b) There is no Voting Debt of MRZ or any of its subsidiaries issued and outstanding.

(c) Except for MRZ Options referred to in Section 9(a) and other than as disclosed Section 9(c) of the MRZ Disclosure Letter, there are no options, warrants, calls, pre-emptive rights, subscriptions or other rights, restricted share awards, restricted share unit awards, agreements, arrangements, understandings or commitments of any kind to which MRZ or any of its subsidiaries is a party or by which any of them is bound relating to the issued or unissued shares of MRZ or any of its subsidiaries, or obligating MRZ or any of its subsidiaries to issue, transfer, grant, sell or pay for or repurchase any MRZ Shares or other equity interests in, or securities convertible or exchangeable for any capital stock or Voting Debt of, or other equity interests in, MRZ or any of its subsidiaries or obligating MRZ or any of its subsidiaries to issue, grant, extend or enter into any such options. All MRZ Shares that are subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable will be duly authorized, validly issued, fully paid and non-assessable.

(d) Section 9(d) of the MRZ Disclosure Letter sets forth, with respect to the MRZ Options outstanding as of the close of business on the Business Day prior to the date of this Agreement, (A) the holder of the MRZ Options; (B) the number of MRZ Shares issuable therefor; (C) the purchase price payable therefor upon the exercise of each such MRZ Option; and (D) the date on which such MRZ Option was granted. All grants of MRZ Options were validly issued and properly approved by the MRZ Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Laws. Other than as set forth in Section 9(d) of the MRZ Disclosure Letter, no MRZ Option is held by or on behalf of any U.S. Person (as defined in Rule 902(k) promulgated under the U.S. Securities Act).

(e) MRZ has made available to CCE complete and correct copies of the MRZ Plan.

(f) MRZ Plan and the grants of MRZ Options under such plan have been recorded on MRZ’s financial statements in accordance with AIFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices.

Shareholders’ and Similar Agreements. Other than the CCE Voting and Lock-up Agreements and the MRZ Voting Agreements, MRZ is not party to any shareholder,

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pooling, voting or other similar agreement relating to the issued and outstanding shares in the capital of MRZ or any of its subsidiaries.

Securities Laws Matters.

(a) MRZ is an Australian listed public company and the MRZ Shares are quoted for trading on the ASX. MRZ is not subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction other than Australia. None of MRZ’s subsidiaries are subject to any continuous or periodic, or other disclosure requirements under any Securities Laws in any jurisdiction. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of MRZ is pending, in effect or, to the knowledge of MRZ, has been threatened, or is expected to be implemented or undertaken, and MRZ is not currently subject to any formal review, enquiry, investigation or other proceeding relating to any such order or restriction.

(b) MRZ is in compliance with, and not in default of, Securities Laws and the ASX Listing Rules and there are no current, pending or, to the knowledge of MRZ, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws or the ASX Listing Rules. MRZ has timely filed all documents required to be filed by MRZ with any Governmental Entity under Securities Laws and the rules and regulations of the ASX. Each of the MRZ Filings complied as filed with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any misrepresentation. There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the MRZ Filings and neither MRZ nor any of its filings is the subject of an ongoing audit, review, comment or investigation by any Securities Authority or the ASX.

Financial Statements.

(a) MRZ’s audited consolidated financial statements as at and for the fiscal years ended June 30, 2024, 2023 and 2022 (including, in each case, any of the notes or schedules thereto, the auditor’s report thereon and related management’s discussion and analysis) included in the MRZ Filings: (i) were prepared in accordance with AIFRS; and (ii) present fairly, in all material respects, the financial position of MRZ and its subsidiaries on a consolidated basis as at the respective dates thereof and the revenues, results of operations, changes in shareholders’ equity and cash flow of MRZ and its subsidiaries on a consolidated basis for the periods covered thereby (except as may be indicated in the notes to such financial statements).

(b) MRZ’s auditor reviewed consolidated financial statements for the half-year period ended December 31, 2024 (including any of the notes or schedules thereto and related management’s discussion and analysis) included in the MRZ Filings: (i) were prepared in accordance with AIFRS; and (ii) present fairly, in all material respects, the financial position of MRZ and its subsidiaries on a consolidated basis as at the respective dates thereof and the revenues, results of operations, changes in shareholders’ equity and cash flow of MRZ and its subsidiaries on a consolidated

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basis for the periods covered thereby (except as may be indicated in the notes to such financial statements).

(i) have been maintained, in all material respects, in accordance with AIFRS on a basis consistent with prior years;

(ii) accurately and fairly reflect the basis for MRZ’s financial statements as at the relevant time in all material respects.

(d) Except as set forth in the financial statements described in Section 12(a) of this Schedule “D”, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of MRZ or any of its subsidiaries with unconsolidated entities or other persons that are required to be disclosed under AIFRS.

(e) MRZ does not intend to correct or restate, nor, to the knowledge of MRZ, is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in Section 12(a) of this Schedule “D”.

No Undisclosed Liabilities. Except for liabilities and obligations (i) reflected or to the extent reserved against on the audited consolidated balance sheet of MRZ as of June 30, 2024 or (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2024 and which would not reasonably be expected to have a Material Adverse Effect (none of which results from, arises out of, or was caused by any breach of Contract, or violation of Law, in each case, by MRZ or its subsidiaries), or (iii) disclosed in Section 13(a) of the MRZ Disclosure Letter, neither MRZ nor any of its subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent, absolute or otherwise and whether or not required to be disclosed in the liabilities column of a balance sheet prepared in accordance with AIFRS.
No Hedging. Except as set forth in Section 14 of the MRZ Disclosure Letter, neither MRZ nor any of its subsidiaries will, on the date of this Agreement, have any foreign currency or commodity hedging arrangements in effect, other than those published in the MRZ Financial Statements.
Environmental Matters.

(a) MRZ and each of its subsidiaries have been, and the business of MRZ and its subsidiaries and the assets of MRZ and its subsidiaries are (and have been carried on, as applicable), in compliance with all applicable Environmental Laws in all material respects; and, to the knowledge of MRZ, there are no facts or circumstances that could result in a breach of any Environmental Laws by MRZ or its subsidiaries.

(b) All material Permits issued or required pursuant to Environmental Laws necessary to operate the business of MRZ and its subsidiaries as currently being conducted:

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(i) have been obtained;
(ii) are in full force and effect;
(iii) are being complied with; and
(iv) are not being appealed by any person and, to the knowledge of MRZ, no proceeding is threatened and no grounds exist to revoke or limit any Permit issued or required pursuant to Environmental Laws.

(c) There are no Hazardous Substances present on or at any MRZ Property except in such quantities and stored in such a manner as is allowed by an Environmental Law applicable to the business.

(d) There has been no Release, nor, to the knowledge of MRZ, are there any conditions or circumstances that could give rise to a Release, of any Hazardous Substance at, on or under any property owned, leased, controlled or operated by MRZ or any of its subsidiaries (including under any MRZ Mineral Rights) that could result in liability under Environmental Laws on the part of MRZ or its subsidiaries.

(e) Neither MRZ nor any subsidiary of MRZ has:

(i) been convicted of an offence or been subjected to any Order, judgment, injunction or other proceeding or been fined or otherwise sentenced for non-compliance with any Environmental Laws, and no such person has settled any prosecution short of conviction in connection therewith;
(ii) received nor been threatened with any notice, complaint, citation, summons or order of any alleged non-compliance in respect of, or any potential liability under any Environmental Law that remains outstanding or unresolved; or
(iii) been required by any Governmental Entity to conduct a cessation of activities at, a change of use, a closure, an environmental rehabilitation or an environmental remediation of, any property owned or leased by MRZ or its subsidiaries (including under any MRZ Mineral Rights).

(f) Except pursuant to any customary indemnities in any Lease, pursuant to any Material Contract set forth in Section 27(a) of the MRZ Disclosure Letter, or as set forth in Section 15(f) of the MRZ Disclosure Letter, neither MRZ nor its subsidiaries has agreed by Contract or otherwise (including any order or consent agreement) to indemnify or hold harmless any person for any liability pursuant to Environmental Laws.

(g) To the knowledge of MRZ, no event has occurred which may require MRZ or any of its subsidiaries to carry out any work or pay any money in relation to any MRZ Property in order to ensure that the MRZ Property can be used in compliance with applicable Environmental Law in the manner it is being used as at the date of this Agreement.

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(h) There is:

(i) no plan or policy which has been or is required to be prepared in relation to any MRZ Property under any Environmental Law applicable to the business; and

(ii) nothing in, on or under any MRZ Property (including but not limited to underground tanks and associated piping) that would require notification to any Governmental Entity or could entitle any Governmental Entity to require monitoring, closure, clean up or remediation under any Environmental Law applicable to the business.

(i) MRZ and its subsidiaries have, or caused to be, provided all financial assurance to applicable Governmental Entities, required under Environmental Laws relating to MRZ Property and to conduct the business of MRZ and its subsidiaries.

(j) No MRZ Property is the subject of any charge in favour of any Governmental Entity as security for the cleaning up of the MRZ Properties or other costs under any Environmental Law.

(k) To the knowledge of MRZ, there are no material environmental issues relating to past activities on, or in relation to, the MRZ Mineral Rights requiring remedial action which has not been completed as required by Environmental Law.

Indigenous Matters.

(a) Section 16(a) of the MRZ Disclosure Letter sets out a list of all Contracts with Indigenous communities to which any of MRZ and its subsidiaries is a party (“MRZ Indigenous Group Contracts”). Other than the MRZ Indigenous Group Contracts or as set forth in Section 16(a) of the MRZ Disclosure Letter, neither MRZ nor any subsidiary of MRZ nor any person acting on behalf of MRZ or a subsidiary of MRZ is currently in discussions or negotiations with any Indigenous community with respect to entering into a new MRZ Indigenous Group Contract or terminating, amending, modifying or supplementing any MRZ Indigenous Group Contract. Neither MRZ nor any subsidiary of MRZ is in default under any MRZ Indigenous Group Contract.

(b) No dispute exists or, to the knowledge of MRZ, is threatened between an Indigenous community group and MRZ or any subsidiary of MRZ with respect to MRZ Property, MRZ Mineral Rights, any Permits or the operations of MRZ or its subsidiaries of its business which has had, or is reasonably likely to give rise to a Material Adverse Effect.

Employment Matters.

(a) Each Independent Contractor of MRZ has been properly classified as an independent contractor and neither MRZ nor any of its subsidiaries has received any notice from any Governmental Entity disputing such classification.

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(b) Except as set forth in Section 17(b) of the MRZ Disclosure Letter, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not (whether alone or in conjunction with any other event, such as a termination of employment) (A) result in any payment (including bonus, change of control payment, retention, retirement, severance or other benefit) becoming due or payable to any employees, consultants or contractors including under any MRZ Benefit Plan, (B) accelerate or increase the salary, compensation (in any form) or benefits otherwise payable to any director, officer, employee, consultant or contractor of MRZ or any of its subsidiaries, including under any MRZ Benefit Plan, (C) entitle the recipient of any payment or benefit to receive any “gross up” payment for any income or other Taxes that might be owed with respect to such payment or benefit payments, or (D) result in the triggering or imposition of any restrictions or limitations on the rights of MRZ to amend or terminate any MRZ Benefit Plan.

(c) Except as set forth in Section 17(c) of the MRZ Disclosure Letter, none of MRZ or any of the MRZ subsidiaries is subject to any current, pending or, to the knowledge of MRZ, threatened claim, complaint or proceeding for wrongful dismissal, constructive dismissal, discrimination or retaliation, or any other claim relating to termination of employment of employees or Independent Contractors.

(d) None of MRZ or any of the MRZ subsidiaries (A) is a party to any collective bargaining agreement with respect to any employees of MRZ or any of its subsidiaries or (B) is subject to any application for certification or, to the knowledge of MRZ, threatened or apparent union-organizing campaigns and no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any employees of MRZ or any of its subsidiaries by way of certification, interim certification, voluntary recognition or succession rights. There is no labour strike, dispute, work slowdown or stoppage, picketing, hand-billing or boycotts pending or involving, or to the knowledge of MRZ threatened against MRZ or any of the MRZ subsidiaries and no such event has occurred within the last three (3) years.

(e) Except as set forth in Section 17(e) of the MRZ Disclosure Letter, MRZ and the MRZ subsidiaries are in compliance in all material respects with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, workers’ compensation, human rights, immigration, Tax withholding, labour relations, and wage and hour Laws, and there are no current, pending, or to the knowledge of MRZ, threatened proceedings before any court, Governmental Entity, board or tribunal with respect to any of the areas listed herein.

(f) MRZ and its subsidiaries have not and are not engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of MRZ, threatened against MRZ or its subsidiaries.

(g) All amounts due or accrued due for all salary, wages, bonuses, commissions, leave with pay, sick days and benefits under MRZ Benefit Plans and other similar

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accruals have either been paid or are accurately reflected in the Books and Records of MRZ or of the applicable subsidiary.

(h) There are no charges pending under applicable OHSA legislation. MRZ has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(i) Except as set forth in Section 17(i) of the MRZ Disclosure Letter, there have been no fatal or critical accidents which have occurred in the course of the operation of the business which could reasonably be expected to lead to charges under Law.

Absence of Certain Changes or Events. Except as specifically contemplated by this Agreement or as disclosed in the MRZ Filings, since June 30, 2024, (i) MRZ and the MRZ subsidiaries have conducted their business in the ordinary course of business consistent with past practice, and (ii) there has not been any event, circumstance or occurrence which has had, or is reasonably likely to give rise to a Material Adverse Effect.
Litigation; Orders. Other than as set forth in Section 19 of MRZ Disclosure Letter:

(a) there is no suit, claim, action, charge, investigation, inquiry, including arbitration proceeding, alternative dispute resolution proceeding, other Proceeding or investigation that has been commenced or, to the knowledge of MRZ, threatened against or naming as a party thereto MRZ or any subsidiary of MRZ or any of their respective property or assets or any of their respective current or former directors, officers or employees (in their capacities as such) that:

(i) has been, or would reasonably be expected, individually or in the aggregate, to give rise to a Material Adverse Effect,

(ii) could be or is being prosecuted as a criminal offence, or

(iii) has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of MRZ to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement;

(b) no Order is outstanding against MRZ, any of MRZ's subsidiaries or any of their respective properties or assets that:

(i) has been, or would reasonably be expected, individually or in the aggregate, to give rise to a Material Adverse Effect, or

(ii) has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of MRZ to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement;

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(c) as of the date hereof, MRZ and MRZ’s subsidiaries do not have any suit, claim, action, charge, proceeding, including arbitration proceeding or alternative dispute resolution proceeding, or investigation pending against any other person; and

(d) there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of MRZ, threatened against or relating to MRZ or its subsidiaries before any Governmental Entity.

Taxes.

(a) Each of MRZ and the MRZ subsidiaries has duly and in a timely manner filed all Tax Returns required to be filed by it with the appropriate Governmental Entity, and all such Tax Returns were complete and correct in all material respects. Neither MRZ nor any of MRZ’s subsidiaries is currently a beneficiary of any extension of time within which to file any Tax Return other than extensions that are automatically granted.

(b) MRZ and each of MRZ’s subsidiaries has paid all material Taxes, including instalments required by applicable Law on account of Taxes for the current year, which are due and payable by it (whether or not assessed by the appropriate Governmental Entity), and MRZ has provided adequate accruals in accordance with AIFRS in the most recently published financial statements of MRZ for any Taxes of MRZ and each of MRZ’s subsidiaries that have not been paid with respect to the period covered by such financial statements whether or not shown as being due on any Tax Returns. Since the end of the most recent period reported in such financial statements, no liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

(c) Each of MRZ and MRZ’s subsidiaries has, in all material respects, duly and timely withheld all Taxes required by Law to be withheld by it (including Taxes required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any person) and has, in all material respects, duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by Law to be remitted by it.

(d) Each of MRZ and MRZ’s subsidiaries has, in all material respects, duly and timely collected all amounts on account of any sales, use or transfer Taxes, including without limitation goods and services, harmonized sales, provincial and territorial sales taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by Law to be remitted by it.

(e) Other than as set forth in Section 20(e) of the MRZ Disclosure Letter, there are no proceedings, investigations, audits or claims now pending against MRZ or any of MRZ’s subsidiaries in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes. Neither MRZ nor any of MRZ’s subsidiaries has granted a waiver to extend a reassessment period that is still in force.

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(f) Neither MRZ nor any of MRZ’s subsidiaries is liable for Taxes of any other person by reason of contract, transferee liability, indemnification or otherwise.

(g) There are no Liens for Taxes upon any properties or assets of MRZ or any of MRZ’s subsidiaries (other than Permitted Liens).

(h) Each of MRZ and MRZ’s subsidiaries has complied, in all material respects, with all applicable transfer pricing rules and has maintained appropriate documentation in connection with its Tax positions relating to transactions between it and related parties.

(i) In the event that the capital gains tax rollover under Subdivision 124-M of the Income Tax Assessment Act 1997 could apply to CCE Shareholders as a result of the Transaction, MRZ will not make a choice under subsection 124-795(4) to deny such CCE Shareholders the capital gains tax rollover.

Books and Records. The Books and Records of MRZ and its subsidiaries are currently maintained in accordance, in all material respects, with applicable Laws, are stated in reasonable details, are complete and accurate, in all material respects, and accurately and fairly reflect the basis for MRZ’s financial statements. All of MRZ and its subsidiaries’ corporate records are in the possession of MRZ or its Representatives.
Minute Books. The corporate minute books of MRZ and its subsidiaries have been maintained in accordance with applicable Laws in all material respects and such minute books are complete and accurate in all material respects.
Insurance. MRZ and MRZ’s subsidiaries have in place reasonable and prudent insurance policies appropriate for the size and nature of their respective activities and businesses with reputable insurance companies. All such policies are in full force and effect and no notice of early cancellation been received or threatened, all premiums due thereon have been paid by MRZ or one of its subsidiaries, and MRZ and its subsidiaries are otherwise in compliance in all material respects with the terms and provisions of such policies. MRZ is not in default with respect to any of the provisions contained in the insurance policies and has not failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. There is no material claim pending under any of such policies or arrangements as to which coverage has been denied or disputed by the underwriters of such policies or arrangements. The limits contained within such policies have not been exhausted or significantly diminished and no further premiums or payments will be due following the Effective Time with respect to periods of time occurring prior to the Effective Time.
Non-Arm’s Length Transactions. Other than employment or compensation agreements entered into in the ordinary course of business or as disclosed in the MRZ Filings, no director, officer, employee or agent of, or independent contractor to, MRZ or any of its subsidiaries or holder of record or beneficial owner of 10% or more of the MRZ Shares, or associate or affiliate of any such officer, director or beneficial owner, is a party to, or beneficiary of, any loan, guarantee, Contract, arrangement or understanding or other transactions with MRZ or any of its subsidiaries.

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25. Benefit Plans.

(a) Section 25(a) of the MRZ Disclosure Letter contains a true and complete list of all material MRZ Benefit Plans and, in respect of each MRZ Benefit Plans, where applicable, MRZ has provided or made available to MRZ current and complete copies of (A) the plan document(s), including award agreements of officers of MRZ, as amended through the date of this Agreement, or a written summary of any unwritten MRZ Benefit Plan, (B) summaries of any material modification required under applicable Law, (C) copies of the three most recent actuarial valuation and three most recent financial statements, whether or not filed with any Governmental Entity, evidence of registration with Governmental Entities, and copies of all annual filings required to be made to Governmental Entities for the past three years (D) material contracts including trust agreements, funding and investment management agreements, insurance contracts, and administrative services agreements, and (E) any material correspondence in respect of MRZ Benefit Plans within the past three years with any other Governmental Entity.

(b) All of MRZ Benefit Plans, including any related trusts, are and have been established, registered, funded, qualified, maintained, invested, contributed to and administered in compliance, in all material respects, with all applicable Laws, the terms of each MRZ Benefit Plan and the terms of the documents that support such MRZ Benefit Plans. To the knowledge of MRZ, no fact or circumstance exists which could adversely affect the registered status or tax-qualification of any such MRZ Benefit Plan under applicable Law. Neither MRZ nor, to the knowledge of MRZ, any of its agents or delegates, has breached any statutory obligation with respect to the administration or investment of any MRZ Benefit Plan. Neither MRZ, nor to the knowledge of MRZ, any of its agents or delegates, has breached any fiduciary obligation with respect to the administration or investment of any MRZ Benefit Plan.

(c) All obligations of MRZ regarding MRZ Benefit Plans have been satisfied in all material respects and all contributions, benefits, premiums or Taxes required to be remitted, made or paid by MRZ by applicable Laws, or under the terms of each MRZ Benefit Plan, have been remitted, made or paid when or before due. No currently outstanding notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by MRZ or any of its subsidiaries from any applicable Governmental Entity in respect of any MRZ Benefit Plan that is a pension or retirement plan.

(d) All reports and filings with Governmental Entities required to be made by MRZ or any subsidiary in connection with each MRZ Benefit Plan, have been timely made, and all disclosures and notices required to be given to participants and beneficiaries in connection with each MRZ Benefit Plan have, in all material respects, been properly and timely made in accordance with applicable Laws and the terms of MRZ Benefit Plans.

(e) No MRZ Benefit Plan is subject to any pending investigation, examination, action, claim (including claims for Taxes, interest, penalties or fines) or any other proceeding initiated by any person (other than routine claims for benefits) and, to

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the knowledge of MRZ, there exists no state of facts which could reasonably be expected to give rise to any such investigation, examination, action, claim or other proceeding.

(f) All data necessary to administer each MRZ Benefit Plan is in the possession of MRZ or its agents and is in a form which is sufficient for the proper administration of such MRZ Benefit Plan in accordance with its terms and all applicable Laws and such data is complete and correct.

(g) None of the MRZ Benefit Plans (other than pension plans) provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependents of retired employees.

Restrictions on Business Activities. There is no Contract or Order binding upon MRZ or any of its subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any business practice of MRZ or any of its subsidiaries or the conduct of business by MRZ or any of its subsidiaries as currently conducted (including following the transaction contemplated by this Agreement), other than as set out in Section 26 of the MRZ Disclosure Letter.
Material Contracts.

(a) Section 27(a) of the MRZ Disclosure Letter sets out a complete and accurate list of all Material Contracts to which MRZ or any of its subsidiaries is a party, or by which MRZ or any of its subsidiaries is bound ("MRZ Material Contracts"). Except as disclosed in Section 27(a) of the MRZ Disclosure Letter, true and complete copies of the MRZ Material Contracts have been disclosed in the MRZ Data Room.

(b) Each MRZ Material Contract is legal, valid, binding and in full force and effect and is enforceable by MRZ or a subsidiary, as applicable, in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally, and to general principles of equity) and is the product of fair and arms' length negotiations between each of the parties to such MRZ Material Contracts.

(c) MRZ and each of its subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the MRZ Material Contracts and neither MRZ nor any of its subsidiaries is in breach or default under any MRZ Material Contract, nor does there exist any condition that with the passage of time or the giving of notice or both would result in such a breach or default.

(d) None of MRZ or any of its subsidiaries knows of, or has received any notice (whether written or oral) of, any breach or default under nor, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under any such MRZ Material Contract by any other party to a MRZ Material Contract.

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(e) MRZ has not received any notice (whether written or oral), that any party to a MRZ Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with MRZ or any of its subsidiaries, and, to the knowledge of MRZ, no such action has been threatened.

Real Property and Personal Property.

(a) MRZ and its subsidiaries have good title to, or valid leasehold interests in, all of their respective properties and assets, free and clear of all Liens, except for Permitted Liens. MRZ and its subsidiaries enjoys peaceful and undisturbed possession under all occupancy agreements for MRZ Leased Real Property. MRZ and its subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal or movable property leased by and material to MRZ or any of its subsidiaries as used, possessed and controlled by MRZ or its subsidiaries, as applicable.

(b) Section 28(b) of the MRZ Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of all real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)) by MRZ or any of its subsidiaries in connection with the operation of MRZ's or such subsidiary's business as it is now being conducted (collectively, including the improvements thereon, the "MRZ Leased Real Property").

(c) MRZ holds all Permits, easements, rights, interests and privileges necessary for the conduct of the business on property owned or leased by MRZ or its subsidiaries (including under any MRZ Mineral Rights).

(d) There are no pending or, to the knowledge of MRZ, threatened proceedings to take all or any portion of any property owned or leased by MRZ or its subsidiaries (including under any MRZ Mineral Rights) or any interest therein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof.

(e) No person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any real or immovable property owned or, to the knowledge of MRZ, leased or otherwise held, by MRZ or its subsidiaries, or any part thereof or interest therein.

(f) To the knowledge of MRZ, there are no disputes regarding boundaries, easements, covenants, rights or means to access or other matters relating to any real property owned or, to the knowledge of MRZ, leased by, MRZ and its subsidiaries.

(g) All required consents and approvals have been obtained in respect of the development of any real property owned and, to the knowledge of MRZ, leased or licenced, by MRZ and its subsidiaries and any alteration, extension or other improvement thereof.

(h) To MRZ's knowledge, no notice has been received by MRZ and there is no order, declaration, recommendation or approved proposal of a public authority or

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Governmental Entity which would materially affect the use of any property owned or leased by MRZ or its subsidiaries (including under any MRZ Mineral Rights).

(i) To MRZ’s knowledge, MRZ will not have any residual liability in respect of any leasehold premises that it has assigned, whether or not the relevant lessor gave any release to MRZ.

(j) To MRZ’s knowledge there is no material breach of, or material default under, any lease, agreement or covenant in relation to any property owned or leased by MRZ or its subsidiaries (including under any MRZ Mineral Rights) and the transactions contemplated by this Agreement will not trigger any such breach or default.

Title to the Assets. MRZ and its subsidiaries own (with good title) all of the properties and assets (whether real, personal or mixed and whether tangible or intangible) that they purport to own including all the properties and assets reflected as being owned by MRZ or its subsidiaries in the Books and Records. No other person owns any property or assets which are being used in the business of MRZ or its subsidiaries except for the MRZ Leased Real Properties, the personal property leased by MRZ pursuant to the Material Contracts and the Intellectual Property licensed to MRZ or its subsidiaries.
Sufficiency of Assets. The property and assets of MRZ and its subsidiaries include all rights and property necessary to enable MRZ to conduct such business after the Effective Time substantially in the same manner as it was conducted prior to the Effective Time. With the exception of inventory, motor vehicles and equipment in transit, all of the stipulated are situate at the MRZ Properties.
No Options, etc. to Purchase Assets. No person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from MRZ of any material assets (including any MRZ Mineral Right or any portion thereof).
Condition of Tangible Assets. Except as provided in the MRZ Budget, the buildings, plants, structures, vehicles, equipment, technology and communications hardware and other tangible or corporeal personal or movable property of MRZ and its subsidiaries (including the Buildings and Fixtures) are structurally sound, in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put. Except as provided in the MRZ Budget, none of such buildings, plants, structures, vehicles, equipment or other property are in need of maintenance or repairs except for routine maintenance and repairs in the ordinary course of business that are not material in nature or cost.
Accounts Receivable. All accounts receivable are bona fide, and, subject to an allowance for doubtful accounts that has been reflected in the Books and Records of MRZ in accordance with AIFRS and consistent with past practice, collectible without set off or counterclaim.

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34. Interest in MRZ Mineral Rights.

(a) All of MRZ’s and MRZ’s subsidiaries’ interests in any rights, titles and interests held in respect of mining claims, mining leases, mining concessions, exploration licenses, leases to mine minerals, surface deposit rights, other forms of mineral or land tenures, whether contractual, statutory or other, and other mining titles, granted, assigned, acquired or held by any person at any time and from time to time (including any mining rights as defined in the Mining Act (Québec) and mining tenements (as that term is defined in the Mining Act 1978 (Western Australia))) (collectively, the “MRZ Mineral Rights”), are set forth in Section 28(b) or 34(a) of the MRZ Disclosure Letter. Other than MRZ Mineral Rights or as set forth in Section 34(a) of the MRZ Disclosure Letter, neither MRZ nor any of MRZ subsidiaries own or has any interest in any other mining rights.

(b) Other than as set forth in Section 34(b) of the MRZ Disclosure Letter, MRZ, through its subsidiaries, is the sole registered and legal and beneficial owner of all right, title and interest in and to the MRZ Mineral Rights, free and clear of any Lien, other than a Permitted Lien.

(c) To the knowledge of MRZ, the MRZ Mineral Rights are in full force and effect, in good standing, not liable to be forfeited, cancelled, terminated, suspended or not renewed for any reason under applicable Laws and, to the knowledge of MRZ, all work required to be performed and reports required to be filed in respect of MRZ Mineral Rights by applicable Law have been performed and filed, all Taxes, royalties, rentals, rates, levies, fees, expenditures and other payments required to be made in respect thereof have been paid, incurred or complied with, all filings in respect thereof have been made and there is no material breach of any of the conditions of any of the MRZ Mineral Rights. There are no adverse claims against or challenge to the title to or ownership of any MRZ Mineral Rights.

(d) Other than as set forth in Section 34(d) of the MRZ Disclosure Letter, no person other than MRZ and its subsidiaries has any interest in MRZ Mineral Rights or the production or profits therefrom or, other than MRZ Royalty Agreements, any royalty or streaming interest in respect thereof or any right to acquire any such interest, except pursuant to applicable Laws, other than a Permitted Lien.

(e) Other than as set forth in Section 34(e) of the MRZ Disclosure Letter, there are no back-in rights, earn-in rights, purchase options, rights of first offer, rights of first refusal or similar provisions or rights which would adversely affect any interest of MRZ and its subsidiaries in MRZ Mineral Rights.

(f) Other than as set forth in Section 34(f) of the MRZ Disclosure Letter, there are no material restrictions on the ability of MRZ nor any of the MRZ subsidiaries to transfer, use or exploit MRZ Mineral Rights, except pursuant to applicable Laws or the terms of MRZ Mineral Rights.

(g) MRZ and its subsidiaries have not received any notice, whether written or oral, from any Governmental Entity or any third party of any revocation, expropriation,

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or challenge to ownership or intention to revoke, expropriate or challenge the ownership of MRZ in any of MRZ Mineral Rights.

(h) Section 34(h) of the MRZ Disclosure Letter sets forth a complete list of all Royalty Agreements to which MRZ or any of its subsidiaries is a party or by which the MRZ Mineral Rights are affected (the “MRZ Royalty Agreements”). Other than MRZ Royalty Agreements, there are no Royalty Agreements to which MRZ or any of its subsidiaries is a party or, to the knowledge of MRZ, by which the MRZ Mineral Rights are affected which continue to be in force. MRZ has made available to MRZ true and complete copies of each MRZ Royalty Agreement.

Mineral Resources. The most recent estimated mineral resources disclosed in MRZ Technical Reports filed on ASX before the date of this Agreement have been prepared and disclosed in all material respects in accordance with accepted mining, engineering, geoscience and other approved industry practices and all applicable Laws, including the requirements of the JORC Code. The information provided by MRZ to the Competent Persons in connection with the preparation of such estimates was complete and accurate in all material respects at the time such information was furnished. Except for reductions arising in the ordinary course of mining operations, there has been no reduction in the aggregate amount of estimated mineral resources of MRZ from the amounts disclosed in MRZ Technical Reports. All material information regarding MRZ’s properties, including drill results, technical reports and studies, that are required to be disclosed by Australian Securities Laws, have been disclosed in MRZ Technical Reports. The most recent technical reports with respect to MRZ Properties filed on ASX are current technical reports for purposes of compliance with the JORC Code.
Operational Matters.

(a) All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of MRZ or any of MRZ subsidiaries and any of their joint ventures, have been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof; and

(b) All costs, expenses, and liabilities due and payable on or prior to the date hereof under the terms of any contracts and agreements to which MRZ or any of MRZ subsidiaries or any of their joint ventures is directly or indirectly bound, have in all material respects, been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

Corrupt Practices Legislation. There have been no violations or breaches of Anti-Corruption Laws by MRZ and its subsidiaries and MRZ and its subsidiaries have implemented and maintain policies, standards, procedures and controls designed to ensure compliance by them and their directors, officers, agents, employees and others acting on their behalf with Anti-Corruption Laws, including measures for the detection, prevention and reporting of violations. In connection with this Agreement, neither MRZ nor its subsidiaries nor, any director or officer of MRZ or its subsidiaries nor, to the knowledge of MRZ, any agent, employee or other person acting on behalf of MRZ or any of its

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subsidiaries, directly or indirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other advantage (i) in violation of any applicable Law, including any Anti-Corruption Law; or (ii) to a Public Official with the intention of: (A) improperly influencing any act or decision of a Public Official; (B) inducing a Public Official to do or omit to do any act in violation of his lawful duty; or (C) securing any improper advantage, in each case in order to obtain or retain business or any business advantage (such as, for example, securing any concession, permit, authorization, contract, or other agreement with any party). Neither MRZ nor any of its subsidiaries are, have been, or are reasonably expected to become the subject of or a party to any proceeding, claim, action, or regulatory investigation related to any Anti-Corruption Laws and there are no circumstances likely to lead or give rise to any such proceeding, claim, action or investigation. For the purposes of this Section 37, "Public Official" includes any (a) officer, employee, or agent employed by, representing or acting on behalf of a (i) Governmental Entity or public international organization or any department, agency or instrumentality thereof, (ii) legislative, administrative or judicial office, or (iii) government owned or controlled enterprise; (b) political party or party official, or any candidate for any political office; (c) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including (as applicable) any Indigenous community leader; (d) immediate family member, such as a parent, spouse, sibling, or child of a person in anyone specified in (a), (b) or (c) above; or (e) person who holds themselves out to be an authorized representative or intermediary of anyone specified in (a), (b), (c) or (d) above.

38. Compliance with Sanction Legislation.

(a) Neither MRZ nor any of its subsidiaries nor any of their respective directors or officers nor, to the knowledge of MRZ, any of their respective employees or agents or any person acting on behalf of MRZ or any of its subsidiaries ("MRZ Agents"), is, or is directly or indirectly owned or controlled by, an individual or entity that is a Sanctioned Person.

(b) Neither MRZ nor any of its subsidiaries nor, to the knowledge of MRZ, any of their respective directors, officers or MRZ Agents, is or during the past five years has been, directly or indirectly, engaged in any conduct, dealings, or transactions that would violated Sanctions Laws.

(c) Neither MRZ nor any of its subsidiaries nor, to the knowledge of MRZ, any of their respective directors, officers or MRZ Agents, is or during the past five years has been, directly or indirectly:

(i) dealing in the property owned, controlled, or held by a Sanctioned Person;

(ii) providing financial or related services to a Sanctioned Person; or

(iii) engaged in any other dealing or transaction with a Sanctioned Person.

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(d) Neither MRZ nor any of its subsidiaries, are located, organized or resident within, or doing business or operating from a country or territory that is, or whose government is, the subject of Sanctions Laws which would prohibit a person or entity resident in or a national of Canada, the United States, the United Kingdom, Australia, Singapore, or the European Union from doing business with or in that jurisdiction (for example, and without limiting the foregoing, the Crimea Region of Ukraine).

(e) Neither MRZ nor any of its subsidiaries nor, to the knowledge of MRZ, any of their respective directors, officers or MRZ Agents, has received notice of or has knowledge of any claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any relevant Governmental Entity.

Intellectual Property; Data Protection; Cybersecurity.

(a) MRZ or one or more of its subsidiaries has a right to use all Intellectual Property that is material to MRZ's business;

(b) MRZ and its subsidiaries take commercially reasonable actions to protect and preserve the security of their computer software, websites and systems (including the confidential data transmitted thereby or stored therein) including implementing business continuity and disaster recovery plans;

(c) MRZ and its subsidiaries are in compliance with all applicable information privacy Laws to protect the security and confidentiality of personal data and have not suffered or been made aware of any personal data breaches.

Investment Canada Act. MRZ is not a state-owned enterprise and is a trade agreement investor within the meaning of the Investment Canada Act.
Brokers; Expenses. Except for the fees to be paid to Yelverton Capital Pty Ltd, Peleton Group Pty Ltd and Wallabi Group Pty Ltd, none of MRZ, any of its subsidiaries, or any of their respective officers, directors or employees has employed any broker, finder, investment banker, financial advisor or other person or incurred any liability for any brokerage fees, commissions, finder's fees, financial advisory fees or other similar fees in connection with the transactions contemplated by this Agreement.

SCHEDULE "E"

CCE LOCKED-UP SHAREHOLDERS

HORLEY PTY LTD ATF METAL TRUST
CIRCULUS INVESTMENTS PTY LTD
MOSSGROVE NOMINEES PTY LTD
LITTLE SHARK PTY LTD
KENDALI PTY LTD
WILHENLU PTY LTD
LANGSFORD ST PTY LTD
LOKTOR HOLDINGS PTY LTD
TBG CAPITAL PTY LTD
VISON PTY LTD
CB STORAGE PTY LTD
MR. PHILLIP JOHN COULSON
FLUE HOLDINGS PTY LTD
ALR INVESTMENTS PTY LTD
BYTHOREN CONTRACTING PTY LTD
SILVER SEAL PTY LTD
BLACK CREEK PTY LTD
THE NESTLENOOK PTY LTD
CYM HOLDINGS PTY LTD
AC YOUNG PTY LTD
MOSES ROCK INVESTMENTS PTY LTD
MR. IAN GRAHAM
VECTOR CONCEPTS PTY LTD (ADAM RITCHIE)

E-2

CHURCHILL STRATEGIC INVESTMENTS GROUP PTY LTD (JEREMY ROBINSON)
MR. MICHAEL MADDOX
PROSPECT AG TRADING LIMITED
YOUSSA PTY LTD
MR. PATRICK MURPHY
6466 INVESTMENTS PTY LTD

AI assistant

Mont Royal Resources — M&A Activity 2025

48584_rns_2025-10-29_176c5694-fb35-4085-883d-7054a503d614.pdf

TABLE OF CONTENTS

ARTICLE 6 CONDITIONS... 59

ARTICLE 7 ADDITIONAL AGREEMENTS... 62

ARTICLE 8 TERM, TERMINATION, AMENDMENT AND WAIVER... 74

ARTICLE 9 GENERAL PROVISIONS... 78

SCHEDULE “A” PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) A-1

ARTICLE 1 DEFINITIONS AND INTERPRETATION A-1

ARTICLE 2 ARRANGEMENT AGREEMENT A-5

ARRANGEMENT AGREEMENT

WHEREAS:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation Not Affected by Headings

1.3 Number and Gender

1.4 Certain Phrases and References, etc.

1.5 Capitalized Terms

1.6 Date for Any Action

1.7 Time References

1.8 Statutes

1.9 Currency

1.10 Accounting Matters

1.11 Knowledge

1.12 Consent

1.13 Subsidiaries

1.14 Schedules

ARTICLE 2

THE ARRANGEMENT AND MEETING

2.1 Arrangement

2.2 Interim Order

2.3 CCE Meeting

2.4 CCE Circular

2.5 Final Order

2.6 Court Proceedings

2.7 Plan of Arrangement and Effective Date

2.8 Payment of Consideration

2.9 Withholding Taxes

2.10 U.S. Securities Law Matters

2.11 Treatment of CCE Options, CCE Convertible Notes and CCE Warrants

2.12 Adjustment to Consideration

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CCE

3.1 Representations and Warranties

3.2 Survival of Representations and Warranties

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF MRZ

4.1 Representations and Warranties

4.2 Survival of Representations and Warranties

ARTICLE 5 COVENANTS

5.1 Covenants of CCE Regarding the Conduct of Business

5.2 Covenants of MRZ Regarding the Conduct of Business

5.3 Covenants of CCE Relating to the Arrangement

5.4 Covenants of MRZ Relating to the Arrangement

5.5 Mutual Covenants

5.6 ASX Listing

5.7 MRZ Meeting and Prospectus

5.8 MRZ Circular and Prospectus

5.9 Alternative Transaction

5.10 Pre-Closing Reorganization

5.11 Public Communications

5.12 Insurance and Indemnification

5.13 Exchange Delisting and Listing of MRZ Shares

5.14 Transferred Information

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of MRZ

6.3 Additional Conditions Precedent to the Obligations of CCE

6.4 Satisfaction of Conditions

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1 Notice and Cure Provisions

7.2 Non-Solicitation

7.3 Right to Accept a Superior Proposal

7.4 Expenses and Termination Fees

7.5 Access to Information; Confidentiality

ARTICLE 8

8.1 Term

8.2 Termination

8.3 Amendment

8.4 Waiver

Mont Royal Resources M&A Activity 2025