Moon River Moly Ltd. — M&A Activity 2023

Nov 15, 2023

THIS VENDING AGREEMENT made as of the 1^st day of April 2016.

BETWEEN:

$\mathbf{r}$

RODA HOLDINGS INC., a corporation incorporated under the laws of the Province of British Columbia;

(herein called the "Vendor")

$-$ and $-$

OF THE FIRST PART

DARNLEY BAY RESOURCES LIMITED, a corporation incorporated under the laws of the Province of Ontario;

(herein called the "Corporation")

OF THE SECONDPART

WHEREAS the Vendor is the holder of six (6) mineral leases (the "Leases") as set out in Schedule "A" annexed hereto which are collectively referred to as the Davidson Property (the "Property");

AND WHEREAS the Corporation will pay to the Vendor a non-refundable payment of CDN\$50,000 (the "Initial Payment") within 45 days of the signing of the LOI (as defined below), and subject to TSX Venture Exchange approval, if applicable (the "Initial Payment" $Date$ ");

AND WHEREAS the Corporation shall pay to the Vendor an annual payment of CDN\$100,000 on each anniversary of the date of signing of this Agreement up until Commencement of Commercial Production (as defined below);

AND WHEREAS the Vendor is willing to sell 100% of the Property, subject to the NSR (as defined below), to the Corporation on the terms set out herein;

AND WHEREAS the parties wish to more fully detail their agreement for the sale of the Property.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and for other good and valuable consideration and the payment of ten dollars $($10.00)$ by each party to the other, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree each with the other as follows:

ARTICLE 1 DEFINITIONS

Section 1.01 Definitions. Where used herein or in any amendments or schedules hereto, the following terms shall have the following meanings:

• "Agreement" means this agreement and all amendments made hereto by written $(a)$ agreement signed by the parties and includes the schedules hereto;
• $(b)$ "Annual Payment" means the \$100,000 payment to be paid by the Corporation to the Vendor on each anniversary of this Agreement until Commencement of Commercial Production on the Property;
• $(c)$ "Business Day" means any day which is not a Saturday, Sunday or a statutory holiday in the Province of Ontario;
• $(d)$ "Closing Date" means the date on which the First Closing or Final Closing, as applicable, occurs;
• $(e)$ "Commencement Date" means the date of execution of this Agreement;
• $(f)$ "Corporation" means Darnley Bay Resources Limited;
• "Davidson" means Donald Alexander Davidson who holds the six (6) mining $(g)$ leases in trust for Roda Holdings Inc.;
• $(h)$ "Encumbrances" means any and all claims, liens, security interests, mortgages, pledges, pre-emptive rights, charges, options, equity interests, encumbrances, proxies, voting agreements, voting trusts, leases, tenancies, easements or other interests of any nature or kind whatsoever, howsoever created;
• $(i)$ "Final Closing" means the date on which the conditions in Section 3.01 are satisfied and a final closing is affected under Article 14;
• "First Closing" means the date on which the Initial Payment which shall be on or $(i)$ before April 21, 2016;
• "Leases" means the leases referred to in Schedule "A" hereto; $(k)$
• $(1)$ "LOI" means the letter of intent between the Vendor and the Corporation dated March 7, 2016;
• "NSR" shall have the meaning ascribed to it in Section 2.03 hereof; $(m)$
• "Person" includes an individual, partnership, association, unincorporated $(n)$ organization, trust and corporation and a natural person acting in such person-s individual capacity or in such person- s capacity as trustee, executor, administrator, agent or other legal representative;
• "Property" means the Leases; $(o)$

• "Roda" means Roda Holdings Inc.; $(p)$

• "Tax Act" means The Income Tax Act (Canada): $(q)$

• $(r)$ "Time of Closing" means 4:00 p.m. (Toronto time) on the Closing Date;
• "Transaction" means the sale of the Property by the Vendor to the Corporation $(s)$ for the consideration set out in Article 2 hereof:
• $(t)$ "TSXV" means the TSX Venture Exchange; and
• "Vendor" means Roda Holdings Inc. (u)

Section 1.02 Currency and Weight. Unless otherwise expressly provided, all dollar amounts referred to in this Agreement are in Canadian funds and all weights referred to in the Agreement are imperial weights.

Section 1.03 Gender and Number. Except where the context otherwise indicates, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine and neuter genders, and vice versa.

Section 1.04 Division and Headings. The division of this Agreement into Articles and sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein" and similar expressions refer to this Agreement and not to any particular Article, section or other portion of this Agreement and include any amendment hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and sections are to Articles and sections of this Agreement.

Section 1.05 Schedules. The following Schedules annexed hereto are incorporated by reference and deemed to form a part of this Agreement:

Schedule A – Leases Schedule $B - NSR$

Section 1.06 Assignment. Any party may at any time dispose of all or any part of its interest in the Property and this Agreement to any third party (the "Assignee") provided that the Assignee shall, prior to and as a condition precedent to such disposition, deliver to the nonassigning party its covenant with and to the non-assigning party that:

• $(a)$ to the extent of the disposition, the Assignee agrees to be bound by the terms and conditions of this Agreement as if it had been an original party hereto; and
• $(b)$ it will subject any further disposition of the interest acquired to the restrictions contained in this Article;

and further provided that the non-assigning party must give its prior written consent to the assignment, such consent not to be unreasonably withheld.

Notwithstanding the foregoing, any party may assign its interest in the Property and the Agreement to a corporation which is controlled by such party (a "Related Entity") and shall covenant and agree that there shall be no change in control of the Related Entity and that the Related Entity shall perform in accordance with this Agreement unless the party complies with the provisions of this Article with respect to Assignment.

Section 1.07 Force Majeure. Force Majeure shall refer to an event which occurs for reasons beyond the reasonable control of the party affected thereby (other than a lack of funds), including but not limited to, an act of God, extreme weather conditions or acts of nature, fire, explosion, flood, earthquake, extraordinary accidents or disasters, war, civil disorders or disturbances, delays in transportation or the inability to obtain necessary materials or fuel due to reasonably unforeseen or unavoidable causes, strikes and labour disputes (whether or not the demands of the employees involved are reasonable and capable of being conceded to or complied with), breakdown, malfunction or inoperability of, or damage to machinery or plant, court orders, applicable laws, a requirement to comply with the terms of any legislation, rules or regulations of any governmental agency, including the failure or refusal of governmental agencies to issue necessary licenses or permits for which application is timely and properly made and which are diligently pursued, or any other cause of the same or other character beyond the reasonable control of the responsible party.

If by reason of Force Majeure, any party is unable to fulfill any obligations or duties under this Agreement, the person wishing to avail itself of Force Majeure shall give prompt notice to the other of that desire and all the details of the basis for it. The party relying upon Force Majeure shall be relived from fulfilling such duties or obligations during the continuance of such Force Majeure and shall be entitled to a reasonable extension of time within which to fulfill or resume fulfilling its duties or obligations hereunder. The party individually or particularly affected by any condition of Force Majeure shall use all reasonable diligence to remove such conditions. However, no party shall be required to settle strikes or other labour difficulties in any manner or at any cost contrary to its practice or policy, and the disposition or manner of handling or remedying labour difficulties shall be entirely within the discretion of the party concerned. The party relying upon Force Majeure shall not be responsible or liable to any other party for any loss or damage which any other party may suffer or incur as a result of such Force Majeure, except for loss or damage arising as a result of the failure to perform work and file for assessment work credits sufficient to keep the Property in good standing as mining claims and the failure to make required Lease payments.

Section 1.08 Confidentiality.

• All data and information coming into the possession of any party to this $(a)$ Agreement by virtue of any activities hereunder which is otherwise not publicly known shall be deemed strictly confidential and shall not be disclosed to any third person whether orally or in writing, including the media, without the prior written consent of the parties to this Agreement.
• $(b)$ The prohibition of Section 1.08(a) shall not prevent any party to this Agreement from making such disclosures as are required by virtue of any law to which it is subject, or to the affiliates or bankers of such party, or by regulatory bodies

having jurisdiction over a party, including a stock exchange on which a party's shares are listed, to be listed, or as part of an annual report to a party's shareholders. This section 1.8 does not apply to news releases that any party wishes or is required to make from time to time provided that the names of the other parties are not referred to therein without the written consent of the other parties unless required by law or applicable regulatory bodies.

Nothing in this section 1.8 shall prevent a party from furnishing to any entity with $(c)$ which it is in good faith negotiating for the sale of its interest in the Agreement such information as may reasonably be required by such entity. The recipient of such information shall be required to give a written confidentiality commitment in a form satisfactory to the other party or parties to this Agreement prior to receiving any such information. The confidentiality commitment shall prohibit the party to whom disclosure is made from disseminating any information received by it to any person other than its employees, agents or consultants involved directly in the evaluation of the proposed acquisition, and those persons shall be required to make the same commitment with respect to the information received by them.

ARTICLE 2 AGREEMENT TO TRANSFER

Section 2.01 The Vendor hereby agrees to sell, grant, transfer and assign all of its right, title and interest in and to the Property to the Corporation upon evidence of Funding (as defined below) or the Commencement of Commercial Production as defined and set forth in Section 3.01 of this Agreement.

Section 2.02 In addition, the Corporation shall make the Annual Payments to the Vendor up until Commencement of Commercial Production.

Section 2.03 The Vendor and the Corporation agree that upon Commencement of Commercial Production a 3.00% net smelter returns royalty, as defined in Schedule "B" hereto, in the Property (the "NSR") shall be reserved in favour of the Vendor and shall be calculated and paid to Roda Holdings Inc. by certified cheque on or before the 30th day following the date on which the Corporation completes a fiscal quarter following Commencement of Commercial Production. In the event the NSR payments made to the Vendor are in the aggregate less than CDN\$100,000 for a fiscal year, the Corporation will make a payment to the Vendor that is equivalent to the difference between the NSR for the fiscal period and CDN\$100,000.

Section 2.04 Either party shall be entitled to register this Agreement against title to the Property. The Annual Payments and the NSR shall form a first charge against the Property.

Section 2.05 The Corporation undertakes and agrees to deliver a copy of this Agreement to any party acquiring an interest in the Property and to ensure that such party agrees to assume the obligations of the Corporation pursuant to this Agreement.

ARTICLE 3 TRANSFER OF TITLE

Section 3.01 On Final Closing, the Vendor shall execute all such documents as are necessary to transfer title to the Property to the Corporation (the "Title Documents") which Title Documents shall be held in escrow by the Vendor's lawyers and shall be delivered to the Corporation to be registered upon the Corporation providing evidence in writing to the Vendor that the Corporation has obtained funding commitments (the "Funding") to construct a mine on the Property capable of mining at least 500,000 tons of ore per year where registration of the Title Documents is required by the parties providing the Funding to close the funding transaction or, if such request is not made, on notice to the Vendor of the commencement of commercial production on the Property at levels that are sufficient to result in the mining of at least 500,000 tons of ore within one year from the commencement of commercial production ("Commencement of Commercial Production"). If the Title Documents are required to be registered in order to obtain the Funding, on closing of the first draw down, the Funding monies and all subsequent drawdowns shall be held in a separate account which may only be accessed for the purposes of constructing the mine, the records of which the Vendor shall be entitled to review at any time on five Business Days' notice in writing to the Corporation at the offices of the Corporation.

Section 3.02 Upon registration of the Title Documents, all right, title and interest of the Vendor in and to the Property shall pass to the Corporation and its successors in interest absolutely subject only to the payment of the NSR and prior notice in writing to the Vendor of such proposed assignment pursuant to Section 1.06.

Section 3.03 If the Corporation shall fail to make an Annual Payment as required pursuant to Section 2.02, Roda shall have the right to terminate this Agreement within thirty days' notice provided that the Corporation shall have the option to make the deficient payment within the time provided in Section 4.06 and if such payment is made, then the Vendor acknowledges and agrees that this Agreement shall continue to be in good standing. In the event the Final Closing has not been completed due to the non-completion of the funding transaction and the Title Documents have been registered in the Corporation's name, the Corporation agrees that they will, at the Vendor's request, transfer back the Title Documents to the Vendor's name, or as otherwise directed by the Vendor.

Section 3.04 The Corporation, its successors and assigns, shall be obligated to pay the NSR following Commencement of Commercial Production pursuant to the terms of this Agreement to the Vendor, or its heirs, successors and assigns. Notwithstanding the foregoing or Section 4.01, the Corporation shall remain liable for any and all obligation accruing hereunder including any and all environmental obligation undertaken by the Corporation hereunder or arising during such time as the Corporation or any assign held the Property or conducted operations thereon.

ARTICLE 4 RIGHTS AND OBLIGATIONS OF THE CORPORATION

Section 4.01 Regardless of the date on which the Title Documents are registered, the Corporation shall become liable for all environmental obligations associated with the Property on and after the Initial Payment Date Following the First Closing, the Corporation, its servants, agents and workmen shall have the exclusive right forthwith of access to and from and to enter upon and to take possession of and prospect, develop and mine the Property in such manner as they in their sole discretion may deem advisable and shall have the right to remove and ship therefrom all ore, bullion, concentrates and minerals recovered in any manner therefrom and to dispose of the same as they shall think fit, subject to the provisions of Article 2 and Article 3 hereof.

Section 4.02 The Corporation agrees with the Vendor during the currency of this Agreement:

• it shall carry out and duly record such assessment work and pay such rentals and $(a)$ taxes or imposed expenses as may be required to keep the Property in good standing;
• it shall use its best efforts to keep the Property free and clear of any liens or $(b)$ charges arising from its operations and shall indemnify and save harmless the Vendor from any lien or claim against the Property;
• it shall allow the Vendor or any duly authorized agents or representatives to have $(c)$ access to the Property at reasonable times and intervals and to have reasonable access to all the Corporation's records respecting the standing of the Property and the operations conducted on the Property;
• it will keep true and accurate records, reports, maps, plans and surveys of all $(d)$ exploration, development and mining work done in or under the Property and, subject to Section 4.04, shall provide copies of all such documents to the Vendor in a timely manner;
• it shall save and keep the Vendor harmless from all claims, costs, loss or damage $(e)$ which may arise by reason of injury (including injury resulting in death) to any person including agents, consultants, independent contractors employed or used by the Corporation or assignee of the Corporation in or upon the Property or any part hereof or which may arise by reason of injury (including injury resulting in death) to any person or damage done to any other property as a result of any work or operations of the Corporation or of its possession or occupation of the Property; and
• the Corporation agrees and acknowledges that the production tunnel to access the $(f)$ Property will be collared on the southwest side of Hudson Bay Mountain at an elevation of no more than 3400 feet above sea level and the tunnel cannot be started until a preliminary environment assessment is submitted and approved and other required permits are obtained.

Section 4.03 The Vendor undertakes and agrees that all required lease payments on the Property will be completed and filed at least 30 days prior to the annual record date and all lease payments will be made at least 30 days prior to their applicable due dates and the Corporation shall reimburse the Vendor once the payments have been made.

Section 4.04 If the Corporation becomes aware that the work has not been completed and filed or the lease payments have not been made ten (10) days prior to their due dates, the Corporation shall have the right, but shall be under no duty or obligation to make any payment necessary to keep the Property in good standing.

Section 4.05 Copies of all reports and data developed with regard to operations on the Property, other than data in draft form, and including any monthly operational reports prepared on the Property and documents submitted to the Province of British Columbia by the Corporation shall be provided to the Vendor in a timely manner. The Corporation shall have access to all data, reports, records, drill core and samples pertaining to the Property held by the Vendor to use as the Corporation deems appropriate.

Section 4.06 In the event any required payments under this Agreement are not made on the dates specified, then the Vendor shall have the right to notify the Corporation in writing that payment must be made in ten (10) days or this Agreement becomes null and void.

Section 4.07 The Vendor shall have access to the Property and operations thereon at its own risk on reasonable advance notice to the Corporation and access to and the right to audit, at his own expense, all financial records as requested to validate NSR amounts, if applicable.

Section 4.08 Following the Final Closing, the Corporation may elect at any time to abandon one or more of the Leases forming part of the Property by giving notice to the Vendor of such intention. For a period of 60 days after delivery of such notice the Vendor may elect to have all or any of the mineral properties in respect of which such notice has been given transferred to the Vendor by delivery of a request therefor to the Corporation, whereupon the Corporation shall deliver to the Vendor documents of transfer in registerable form for such mineral property. No notice of intention to abandon a mineral property shall be made at a time less than 90 days prior to the date on which work or other payment is required to be made or filed to maintain such mineral property in good standing. If the Vendor fails to make request for transfer within such 30 day period the Corporation may then abandon such mineral property without further notice to the Vendor. Upon such transfer or abandonment the mineral property so transferred or abandoned shall for all purposes cease to be part of the Property.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE VENDOR

Section 5.01 The Vendor warrants and represents to the Corporation, upon which warranties and representations the Corporation relies, as follows:

• that Davidson is the sole, exclusive and recorded holder of the Leases (held in $(a)$ trust for Roda);
• that the Vendor has not currently dealt with the right, title and interest in and to $(b)$ the Property and has not entered into any agreement with any person to option or acquire an interest in the Property;
• $(c)$ that the Vendor has the right and authority to enter into this Agreement and to transfer legal and beneficial ownership of the Property to the Corporation,
• that all of the Leases are presently in good standing and all applicable lease $(d)$ payments have been made to the date hereof;

• that all taxes and all other governmental levies and charges which may have (e) accrued against or upon the Property have been paid;

• that the Property is free and clear of all liens, charges and Encumbrances of every $(f)$ nature and kind and is not subject to any restriction of any kind which would prevent the completion of the transaction herein contemplated;

• that the Corporation shall have quiet possession of the Property; $(g)$
• that to the best of the knowledge, information and belief of the Vendor that the $(h)$ Vendor is in compliance with all applicable country, provincial, municipal and local laws, statues, ordinances, by-laws, regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency having authority (collectively, "Environmental Laws") relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (collectively, "Hazardous Substances");
• that to the best of the knowledge, information and belief of the Vendor after due $(i)$ inquiry, the Vendor has obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (collectively, "Environmental Permits") required in respect of the Property. Each of the Environmental Permits, if any, is, or was at all material times, valid, subsisting and in good standing and the Vendor are not, or were not at any material time, in default or breach of any of the Environmental Permits and no proceeding is pending, or threatened, to revoke or limit any of the Environmental Permits except that Thompson Creek Mining is subject to their closure requirements to obtain the return of their bonding as specified in their MX-1-656 Exploration Permit;
• that to the best of the knowledge, information and belief of the Vendor and the $(j)$ Vendor's officers and directors after due inquiry, the Vendor has not used or permitted the Property to be used, except in compliance with all Environmental Laws, and has not directly or indirectly so used the Property to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substances;
• that to the best of the knowledge, information and belief of the Vendor, the $(k)$ Vendor has never with regard to the Property received any notice of, nor been prosecuted for any offense alleging, non-compliance with any Environmental Laws, and the Vendor has not settled any allegation or non-compliance short of prosecution;

• that to the best of the knowledge, information and belief of the Vendor after due $(1)$ inquiry there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property, nor has the Vendor received notice of any of the same;

• $(m)$ that to the best of the knowledge, information and belief of the Vendor after due inquiry, there are no pending or proposed changes to Environmental Laws that are likely to materially adversely affect the Vendor or the Property;

• $(n)$ that to the best of the knowledge, information and belief of the Vendor, the Vendor has not caused or permitted, nor does the Vendor have any knowledge of, the release, in any manner whatsoever, of Hazardous Substances on or from the Property. Hazardous Substances, if any, and any other wastes and other materials and substances used in whole or in part by the Vendor in respect of the Property or resulting from any business or activity previously carried on by the Vendor in respect of the Property have, to the best of the knowledge, information and belief of the Vendor, after due inquiry, been disposed of, treated and stored in compliance with all Environmental Laws;
• $(o)$ that to the best of the knowledge, information and belief after due inquiry, the Vendor has not received any notice that it is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any Environmental Laws in respect of the Property;
• $(p)$ that to the best of the knowledge, information and belief of the Vendor after due inquiry, the Vendor has not received any requests for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites in respect of the Property;
• that to the best of the knowledge, information and belief of the Vendor after due $(q)$ inquiry, there are no environmental audits, evaluations, assessments, studies or tests relating to the Property except for the Thompson Creek Mining closure requirements as previously disclosed to the Corporation;
• Roda Holdings Inc. is a valid and subsisting corporation incorporated under the $(r)$ laws of British Columbia and has the corporate power to own or lease its property and to carry on its business as it is now being conducted and as is and on the Closing Date will have the corporate power to execute, deliver and perform its obligations under this Agreement;
• that the entering into of this Agreement and the consummation of the Transaction $(s)$ as contemplated hereby has been duly authorized by all necessary corporate action, or otherwise, on behalf of the Vendor and this Agreement has been duly executed and delivered subject however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws generally affecting creditors rights and, to the extent that equitable remedies, such as specific performance and injunction, are in the discretion of the court from which they are sought;
• that neither the execution and delivery of this Agreement by Roda nor the $(t)$ consummation of the Transaction contemplated herein will conflict with or result

in or create a state of facts which after notice or lapse of time or delay or both, will conflict with or result:

• $(i)$ a violation, contravention or breach by the Vendor of any of the terms, conditions or provisions of the charter documents, by-laws or resolutions of the Vendor or of any agreement or instrument to which the Vendor is a party or by which it is bound or constitute a default of the Vendor there under, or of any statute, regulation, judgment, decree or law by which the Vendor or the Leases are subject or bound, or result in the creation or imposition of any mortgage, lien, charge or Encumbrance of any nature whatsoever upon the Leases; or
• $(ii)$ a violation by the Vendor of any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over the Vendor, or require the Vendor, prior to the First Closing or as a condition precedent thereof, to make any governmental or regulatory filings, obtain any consent, authorization, approval, clearance or other action by any Person or await the expiration of any applicable waiting period:
• that to the best of the knowledge of the Vendor, there is not pending or, $(u)$ threatened or contemplated any suit, action, legal proceeding, litigation or governmental investigation of any sort which would:
• in any manner restrain or prevent the Vendor from effectually or legally $(i)$ transferring the Property to the Corporation in accordance with this Agreement;
• $(ii)$ cause an Encumbrance to be attached to the Property; or
• make the Corporation liable for damages in connection with the $(iii)$ Transaction:
• $(v)$ that to the knowledge of the Vendor there is not pending, threatened or contemplated, any suit, action, legal proceeding, litigation or governmental investigation of any sort relating to the Vendor, the Property or the Transaction, nor is there any present state of facts or circumstances which can be reasonably anticipated to be a basis for any such suit, action, legal proceeding, litigation or governmental investigation nor is there presently outstanding against the Vendor, any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality, or arbitrator; and
• that there are no material facts or material information which exist which has not $(w)$ been disclosed to the Corporation.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

Section 6.01 The Corporation warrants and represents to the Vendor, upon which warranties and representations the Vendor rely, as follows:

• $(a)$ that the Corporation is a valid and subsisting Ontario corporation and a reporting issuer in good standing in the Provinces of British Columbia, Alberta, Ontario, Nova Scotia, North West Territories, Yukon, Nunavut, whose common shares trade on the TSXV;
• $(b)$ that the Corporation has the right and authority to enter into this Agreement and to complete the Transaction contemplated hereby;
• $(c)$ that the transaction will comply with the provisions of all legislation to which the Corporation may be subject;
• $(d)$ that the entering into of this Agreement and the consummation of the Transaction as contemplated hereby have been duly authorized by all necessary corporate action on behalf of Corporation and this Agreement has been duly executed and delivered by the Corporation and is a valid and binding obligation of the Corporation enforceable in accordance with its terms, subject however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws generally affecting creditors rights and, to the extent that equitable remedies, such as specific performance and injunction, are in the discretion of the court from which they are sought;
• $(e)$ that neither the execution and delivery of this Agreement by the Corporation nor the consummation of the Transaction will conflict with or result in or create a state of facts which after notice or lapse of time or delay or both, will conflict with or result in:
• a violation, contravention or breach by the Corporation of any of the $(i)$ terms, conditions or provisions of the charter documents, by-laws or resolutions of the Corporation or of any agreement or instrument to which the Corporation is a party or by which it is bound or constitute a default of the Corporation thereunder, or of any statute, regulation, judgment, decree or law by which the Corporation is subject or bound; or
• $(ii)$ a violation by the Corporation of any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over the Corporation, or require the Corporation, prior to the First Closing or as a condition precedent thereof, to make any governmental or regulatory filings, obtain any consent, authorization, approval, clearance or other action by any Person or await the expiration of any applicable waiting period;
• $(f)$ that the Corporation has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and holds necessary licenses, permits, approvals, consents, certificates, registrations and authorizations, whether

governmental, regulatory or otherwise, to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated, and the same are validly existing and in good standing and none of such licenses, permits, approvals, consents, certificates, registrations and authorizations contains any burdensome term, provision, condition or limitation, which has or would reasonably be expected to have a material adverse effect on the operation of its business as now carried on;

• $(g)$ that there are no material facts or material information which exist and, since December 31, 2015, there has been no material adverse change in the capital, business, assets, liabilities or obligations (absolute, accrued, contingent or otherwise), operations, condition (financial or otherwise), results of operations, financial position, capital or long-term debt or prospects of the Corporation required to be disclosed under applicable law which has not been generally disclosed and no such disclosure has been made on a confidential basis; and
• $(h)$ that there are no actions, suits or proceedings pending against the Corporation which could involve the possibility of any materially adverse judgment or ruling against or liability of the parties which could affect the closing of this Transaction.

ARTICLE 7 AREA OF INFLUENCE

Section 7.01 For the purposes of this Agreement, "Area of Influence" shall be defined as any mining claims, mining interests, or mining rights (herein collectively referred to as the "mining" rights") within 2.0 kilometers of the existing boundary of the Property.

Section 7.02 If, during the currency of this Agreement, the Corporation, or its associates or affiliates acquire any mining rights within the Area of Influence, (the "Acquired Mining Rights"), the Acquired Mining Rights shall be included in the calculation of the NSR.

Section 7.03 If, during the currency of the Agreement, the Vendor or associates or affiliates acquire any Acquired Mining Rights then:

• the party acquiring the Acquired Mining Rights (the "Acquiring Party") shall $(a)$ forthwith in writing notify (the "Acquisition Notice") the Corporation upon their obtaining the Acquired Mining Rights and offer to the Corporation the Acquired Mining Rights;

• $(b)$ the Acquisition Notice shall particularize the details of the Acquired Mining Rights including the claim numbers, the vendor of the claims, any outstanding royalties on the claims, the acquisition costs of the Acquired Mining Rights and shall include copies of all engineering reports, geological reports and data of every nature and kind relating to the Acquired Mining Rights in the possession or control of the Acquiring Party;

• the Corporation shall have thirty (30) days from receipt of the Acquisition Notice $(c)$ to accept such offer, and if the Corporation accepts such offer, it shall pay to the Acquiring Party an amount equal to the original acquisition costs;

• $(d)$ if the Corporation exercises the option to acquire an interest in the Acquired Mining Rights, then those Acquired Mining Rights shall be included within the definition of the Property for the purposes of this Agreement; and
• if the Corporation fails to exercise the option in respect of those Acquired Mining $(e)$ Rights, the Acquiring Party shall be free to deal with such Acquired Mining Rights free of any and all claims from the Corporation in respect thereof.

Section 7.04 Once any Acquired Mining Rights become subject to the terms of this Agreement, the Corporation shall be free to subsequently abandon such Acquired Mining Rights as it deems advisable subject to Section 4.08.

ARTICLE 8 CONDITIONS PRECEDENT TO THE CORPORATION'S OBLIGATIONS FOR THE FIRST CLOSING

Section 8.01 All obligations of the Corporation to acquire the Property under this Agreement are subject to the fulfillment prior to or at the First Closing of each of the following conditions:

• the representations and warranties made by the Vendor under this Agreement $(a)$ shall be true in all material respects on and as of the Closing Date;
• the Vendor shall have complied with all covenants and agreements herein agreed $(b)$ to be performed or caused to be performed by it;
• on or before the Closing Date there shall have been obtained from the TSXV and $(c)$ all appropriate federal, provincial, state, municipal or other governmental or administrative bodies all such approvals and consents, if any, in form and terms satisfactory to the Corporation, as may be required to complete the Transaction;
• successful completion of the usual due diligence review of all aspects of the $(d)$ Transaction by counsel for the Corporation;
• receipt by the Corporation of a legal opinion from counsel for the Vendor $(e)$ regarding the due incorporation and good standing of the Vendor and with respect to evidence of the title to the Property and the registration of this Agreement on title to the Property; and
• no action shall have been taken by any court or governmental body prohibiting or $(f)$ making illegal the execution and delivery of this Agreement, or any transaction contemplated by this Agreement. No action, suit or proceeding shall have been instituted and be continuing by any Person to restrain, modify or prevent the consummation of the Transaction as contemplated by this Agreement, or to seek damages against the Vendor in connection with such Transaction, or that has or is

reasonably likely to have a material adverse affect on the ability of any party hereto to fully consummate the transaction as contemplated by this Agreement.

In case any of the foregoing conditions cannot be fulfilled on or before the Closing Date to the satisfaction of the Corporation, the Corporation may rescind this Agreement by notice to the Vendor and in such event the Vendor and the Corporation shall be released from all obligations hereunder; provided, however, that any such conditions may be waived in whole or in part by the Corporation without prejudice to its rights of rescission in the event of the non-fulfillment of any other condition or conditions, and that the Closing of the Transaction as contemplated by the Agreement shall be deemed to be a waiver of any unfulfilled conditions.

ARTICLE 9 CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS FOR THE FIRST CLOSING

Section 9.01 All obligations of the Vendor to transfer the Property under this Agreement are subject to the fulfillment prior to or at the First Closing of each of the following conditions:

• the representations and warranties made by the Corporation under this Agreement $(a)$ shall be true in all material respects on and as of the Closing Date;
• the Corporation shall have complied with all covenants and agreements herein $(b)$ agreed to be performed or caused to be performed by it;
• on or before the Closing Date there shall have been obtained from the TSXV and $(c)$ all appropriate federal, provincial, state, municipal or other governmental or administrative bodies all such approvals and consents, if any, in form and terms satisfactory to the Vendor, acting reasonably, as may be required to complete the transaction; and
• no action shall have been taken by any court or governmental body prohibiting or $(d)$ making illegal the execution and delivery of this Agreement, or any transaction contemplated by this Agreement. No action, suit or proceeding shall have been instituted and be continuing by any Person to restrain, modify or prevent the consummation of the Transaction as contemplated by this Agreement, or to seek damages against the Corporation in connection with such Transaction, or that has or is reasonably likely to have a material adverse affect on the ability of any party hereto to fully consummate the Transaction as contemplated by this Agreement.

In case any of the foregoing conditions cannot be fulfilled on or before the Closing Date to the satisfaction of the Vendor, the Vendor may rescind this Agreement by notice to the Corporation and in such event the Vendor and the Corporation shall be released from all obligations hereunder, provided, however, that any such conditions may be waived in whole or in part by the Vendor without prejudice to its rights of rescission in the event of the non-fulfillment of any other condition or conditions, and that the First Closing of the Transaction as contemplated by the Agreement shall be deemed to be a waiver of any unfulfilled conditions.

ARTICLE 10 NATURE OF COVENANTS, REPRESENTATIONS AND WARRANTIES

Section 10.01 All representations, warranties and covenants contained in this Agreement, the Schedules hereto, in any certificate or other instrument delivered at the First Closing or the Final Closing by or on behalf of any of the parties pursuant to this Agreement shall be deemed to be covenants, representations and warranties by any such party hereunder.

Section 10.02 Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in respect thereof, all covenants, agreements, representations and warranties made hereunder or pursuant hereto or in connection with the Transaction as contemplated hereby shall survive the Final Closing for a period of two (2) years provided that to the extent that any party hereto or its professional advisors shall be found by a court of competent jurisdiction to have had actual knowledge at or prior to the date hereof of any matter which such party at any time considers to result in or have resulted in a breach of any representation, warranty or covenant of any other party hereto, such representation, warranty or covenant shall be deemed to have been extinguished.

Section 10.03 This Agreement, the Schedules hereto and the documents specifically refetTed to herein or executed and delivered concurrently herewith or at the Closing constitute the entire agreement, understanding, representations and warranties of the parties hereto and supersede any prior agreement, understanding, representation, warranty or documents relating to the subject matter of this Agreement.

ARTICLE 11 NOTICES

Section 11.01 All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given, if delivered in person, telegraphed, or mailed by certified registered mail, postage prepaid:

• (a) Ifto the Vendor, addressed as follows: Roda Holdings Inc. 6835 Glacier Gulch Road Smithers, BC V0J 2N2 Attention: [Redacted - Personal Information] Tel: [Redacted - Personal Information]
• (b) If to the Corporation, addressed as follows:

Darnley Bay Resources Limited 365 Bay Street, Suite 400 Toronto, ON M5H 2Vl

Attention: Tel: [Redacted - Personal Information] [Redacted - Personal Information] or to such other address as the party to be notified shall have furnished to the other parties in writing. Any notice given in accordance with the foregoing shall be deemed to have been given when delivered in person or on the next business day following the date on which it shall have been telegraphed or mailed.

ARTICLE 12 AMENDMENTS

Section 12.01 This Agreement may be amended or modified only by a written instrument executed by the parties affected thereby, or by their respective successors and permitted assigns.

ARTICLE 13 GENERAL

Section 13.01 This Agreement:

• shall be construed and enforced in accordance with the laws of the Province of $(a)$ British Columbia; and
• $(b)$ shall enure to the benefit of and be binding upon the Vendor and the Corporation and their respective executors, administrators, legal representatives, successors and permitted assigns, nothing in this Agreement, express or implied, being intended to confer upon any other person any rights or remedies hereunder.

Section 13.02 Time shall be of the essence hereof.

Section 13.03 Each of the parties hereto covenants and agrees that at any time and from time to time after the Closing Date such party will, upon the request of the other parties, do, execute, acknowledge and deliver all such further acts, documents and assurances as may be reasonably required for the better carrying out of the terms of this Agreement.

Section 13.04 This Agreement may be executed by facsimile and in one or more counterparts, each of which shall be considered an original but all of which together shall constitute one and the same agreement.

Section 13.05 Each of the parties hereto shall pay their respective legal and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant hereto and any other costs and expenses whatsoever and howsoever incurred in connection with the completion of the Transaction as contemplated hereby.

Section 13.06 The parties hereto agree to file in a timely manner all forms required to be filed after the Closing Date by applicable law and by the regulations and policies of all applicable securities regulatory authorities in connection with the Transaction.

Section 13.07 This Agreement and its Schedules supersede all prior negotiations, undertakings and agreements between the parties with respect to the subject matter hereof, and this Agreement and its Schedules constitute the entire agreement of the parties respecting the matters herein contained.

Section 13.08 The recitals set out above shall form an integral part of this Agreement.

ARTICLE 14 FINAL CLOSING

Section 14.01 On the earlier of the Funding or the Commencement of Commercial Production referred to in Section 3 .01, the parties shall have a Final Closing where the Corporation or its permitted assignees, shall provide the evidence of the Funding or notice of Commencement of Commercial Production and the Vendor shall deliver the Title Documents to the Corporation or its permitted assignees.

Section 14.02 On or before the Final Closing each party shall provide to the other certificates confirming the representations and warranties in A11icle 5 and Article 6 respectively with the necessary changes as may be required to give effect to the representations and warranties at the Final Closing.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the day and year first above written.

SIGNED, SEALED & DELIVERED In the presence of:

Witness

Donald Davidson (Signed) Donald Davidson (Signed)

RODA HOLDINGS INC.

Per: Authorized Signing Officer Donald Davidson (Signed)

DARNLEY LIMITED BAY RESOURCES

Per:

Authorized Signing Officer Jamie Levy (Signed)

SCHEDULE "A"

TO THE VENDING AGREEMENT DATED April 1, 2016 AND ON BEHALF OF RODA HOLDINGS INC. (THE "VENDOR") AND DARNLEY BAY RESOURCES LIMITED (THE "CORPORATION").

Table 1: List of Mining Leases on Yorke-Hardy Property

Tenure Type	Tenure Number	Map Number	Area	Good to Date
Mineral Lease	243455	093L074	214.07 ha	2016/June/27
		093L084
		093L
Mineral Lease	243475	093L084	288.98 ha	2017/Jan/10
		093L
Mineral Lease	243476	093L074	299.87 ha	2017/Jan/10
		093L084
		093L
Mineral Lease	243477	093L084	292.78 ha	2017/Jan/10
		093L
Mineral Lease	243478	093L084	342.53 ha	2017/Jan/10
		093L
Mineral Lease	243479	093L084	193.57 ha	2017/Jan/10
		093L
		Total Area	1.631.8 ha

Additional Claim:

____ ------	_________	___	____
--	______	----------	--------------------------------------
______	_________	______

SCHEDULE "B"

TO THE VENDING AGREEMENT DATED April 1, 2016 ON BEHALF OF RODA HOLDINGS INC. (THE "VENDOR") AND DARNLEY BAY RESOURCES LIMITED (THE "CORPORATION").

3.00% NET SMELTER RETURNS

If ore from the Property is mined and milled, concentrated or further processed by the 1. Corporation or its successors in interest, it shall pay to the Vendor as provided for in the Vending Agreement (the "Royalty Holder") or their successors in interest a royalty equal to three per cent $(3.00\%)$ of the net smelter returns realized, or deemed to be realized as hereinafter provided, from the sale or other disposition of ores, concentrates or other mineral products derived from such ore (the "Products").

For the purposes hereof "net smelter returns" means the net amount paid by the smelter or other processing facility purchasing such Products, after deduction of the treatment charges, penalties and such other deductions made by the smelter or other processing facility from the full metal content of economically recoverable minerals contained in such Products and after deductions of the cost of insuring, sampling, assaying and testing such Products at such smelter or other processing facility. The cost of transportation and delivery of such Products from the Property to any off-site concentrator, smelter or other processing facility shall not be deducted in the calculation of net smelter returns.

In the event that such Products are sold to or further processed by the Corporation or the Vendor or any affiliate or associate (within the meaning of the Securities Act (Ontario)) of either of them or their respective successors in interest, the net smelter returns realized shall be deemed to be equal to the fair market value of such Products F.O.B. the concentrator, smelter or other processing facility, which shall be determined by using the prices and terms quoted other similar facilities dealing at arm's length with the Corporation and the Vendor and its respective successors in interest.

1. Payments of the net smelter returns royalty shall be made quarterly within thirty (30) days after the completion of a fiscal quarter of the Corporation for which the royalty is payable and shall be accompanied by reasonable details concerning the basis on which it was computed. The amount of any quarterly royalty may be estimated. Payment for the last quarter of the fiscal year shall be subject to adjustment, further payments or repayments of royalty as the case may be by the party affected. The statement of net smelter returns royalty for the fiscal year may be audited at the expense of the Royalty Holder or their successors in interest within ninety (90) days of the fiscal year end by a firm of chartered accountants, which may be a firm used otherwise by the Royalty Holder or their successors in interest. If the amount of the royalty as determined by the audit varies from the amount of the royalty as contained in statement of net smelter returns royalty by more than 10% then the Corporation shall reimburse the Royalty Holder for the expense of the audit. The Corporation or its successors in interest shall have ninety (90) days after receipt of the audited statement for the fiscal year to object thereto. In the event any objections so raised by the Corporation or its successors in interest cannot be amicably resolved within sixty (60) days, the Corporation shall have the right to conduct, at its expense, an independent audit by another firm of chartered accountants, which may be a firm used otherwise by it and if any objections remain after such audit has been conducted, the matter in dispute shall be submitted to arbitration, as provided for in this Schedule. Any payments or repayments or royalty required by any final audit shall be made immediately by the party affected.

$3₁$ Any dispute with respect to the calculation of the net smelter returns royalty $(a)$ payable hereunder, shall be finally settled by arbitration. For the purposes of this section the Royalty Holder shall be deemed to be one party.

$(b)$ It shall be a condition precedent to the right of either the Corporation or the Royalty Holder or its respective successors in interest to submitting any matter to arbitration pursuant to the provisions hereof, that such party shall have given not less than ten (10) days prior written notice of its intention to do so to the other party. On the expiration of such ten $(10)$ days the party who gave such notice (the "Referring Party") may proceed to refer the dispute to arbitration as herein provided.

The Referring Party shall proceed to refer the dispute to arbitration by appointing $(c)$ one arbitrator (the "Referring Party's Arbitrator"), and shall notify the other party (the "Responding Party"), of such appointment, and the Responding Party, within fifteen (15) days after receiving notice of the appointment of the Referring Party's Arbitrator, shall appoint one arbitrator (the "Responding Party's Arbitrator"), and the arbitrators so named, before proceeding to act and within thirty (30) days of their appointment, shall agree unanimously on the appointment of a third arbitrator to act with them and be chairman (the "Chairman") of the arbitration and proceed to determine the matter as herein provided.

If the Referring Party's Arbitrator and the Responding Party's Arbitrator shall $(d)$ be unable to agree on the appointment of the chairman, a judge of the Superior Court (Ontario) shall appoint a chairman (the "Chairman"), on the application of either party.

If the Responding Party shall fail to appoint an arbitrator within fifteen (15) days $(e)$ after receiving notice of the appointment of the Referring Party's Arbitrator, then the Referring Party's Arbitrator shall act to appoint a second arbitrator who shall be chairman of the arbitration and the Referring Party's Arbitrator and the chairman so appointed (the "Chairman") shall proceed to determine the matter as provided herein.

The Chairman shall fix a time and place in Toronto, Ontario for the purpose of $(f)$ hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not herein provided for. After hearing any evidence and representations that each party may submit, the arbitrators shall make an award and reduce the same to writing and deliver one copy thereof to each party. Each party agrees that the award of a majority of the arbitrators shall be final and binding upon each of them and there shall be no appeal therefrom. The cost of the arbitration shall be paid as specified in the award. A judgment may be entered upon the award made pursuant to such arbitration in a court of competent jurisdiction.

(g) The Vendor and it's successors in interest shall collectively be entitled to appoint one arbitrator, and the Corporation and its successors in interest shall collectively be entitled to appoint one arbitrator.

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