NexGold Mining - Capital/Financing Update 2022

Execution Version

ROYALTY AGREEMENT

BETWEEN

TREASURY METALS INC.

- AND -

SPROTT PRIVATE RESOURCE STREAMING AND ROYALTY (B) CORP.

FEBRUARY 11, 2022

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1.	Definitions and Interpretation.............................................................................................. 6	Definitions and Interpretation.............................................................................................. 6
	1.1	Definitions....................................................................................................................... 6
	1.2	Interpretation................................................................................................................ 21
	1.3	Currency........................................................................................................................ 22
	1.4	Good Faith.................................................................................................................... 22
2.	Net	Smelter Returns Royalty............................................................................................. 22
	2.1	Purchase of Royalty.................................................................................................... 22
	2.2	Use of Purchase Price Proceeds.............................................................................. 23
	2.3	Net Smelter Returns Royalty..................................................................................... 23
	2.4	Interest in the Property............................................................................................... 23
	2.5	Term............................................................................................................................... 24
	2.6	Royalty Repurchase Option....................................................................................... 24
	2.7	Increase to Royalty Percentage................................................................................ 26
	2.8	Reduction to Royalty Percentage............................................................................. 26
	2.9	Participation Right....................................................................................................... 26
	2.10	Restriction on Acquisitions by the Royalty Holder.............................................. 28
3.	Royalty Payments............................................................................................................... 28
	3.1	Minimum Payments..................................................................................................... 28
	3.2	Commencement of Commercial Production and Accrual of Payment Obligation
		29
	3.3	Payments...................................................................................................................... 30
	3.4	Election to Receive Payment In Kind....................................................................... 30
	3.5	Audit and Adjustments................................................................................................ 30
	3.6	Currency and Wire Transfer....................................................................................... 31
	3.7	Late Payment............................................................................................................... 31
	3.8	Security......................................................................................................................... 31
	3.9	Disposition of Product and Offtake Agreements.................................................... 32
	3.10	Trading Activities of the Company........................................................................ 32
	3.11	Currency Calculations............................................................................................. 33
	3.12	WSMD Procedures.................................................................................................. 33
4.	Closing Process and Closing Conditions........................................................................ 33
	4.1	Closing.......................................................................................................................... 33
	4.2	Closing Date Deliveries by the Company................................................................ 33
	4.3	Closing Date Deliveries by the Royalty Holder....................................................... 34

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	4.4	Closing Conditions in Favour of the Royalty Holder.............................................. 34
	4.5	Closing Conditions in Favour of the Company....................................................... 35
	4.6	Co-operation................................................................................................................. 36
	4.7	Non-Satisfaction.......................................................................................................... 36
	4.8	Rights on Termination................................................................................................. 36
5.	Operation Of The Property................................................................................................ 37
	5.1	Company to Determine Operations.......................................................................... 37
	5.2	Performance of Mining Operations........................................................................... 37
	5.3	Compliance with Applicable Laws............................................................................ 37
	5.4	Reclamation Obligations............................................................................................ 37
	5.5	Stockpiling.................................................................................................................... 38
	5.6	Commingling................................................................................................................ 38
	5.7	Tailings.......................................................................................................................... 39
	5.8	Reacquisition of Property........................................................................................... 39
	5.9	Change of Offtaker...................................................................................................... 39
	5.10	Force Majeure.......................................................................................................... 39
6.	Records, Access And Reporting...................................................................................... 40
	6.1	Records and Access................................................................................................... 40
	6.2	Royalty Statements..................................................................................................... 40
	6.3	Annual Reports............................................................................................................ 41
	6.4	Annual Forecast........................................................................................................... 43
	6.5	Mineral Resources or Mineral Reserves.................................................................. 43
	6.6	Project Development and Financing Arrangements.............................................. 43
	6.7	Development and Mine Plans.................................................................................... 43
	6.8	Other Reporting Obligations and Notices................................................................ 43
7.	Indemnity.............................................................................................................................. 44
	7.1	Indemnity...................................................................................................................... 44
	7.2	Enforcement of Indemnity.......................................................................................... 45
	7.3	Survival of Indemnity................................................................................................... 45
8.	Maintenance of Existence and Title................................................................................. 45
	8.1	Maintenance of Existence.......................................................................................... 45
	8.2	Title Maintenance and Taxes.................................................................................... 45
	8.3	Abandonment............................................................................................................... 46
	8.4	Grant of Encumbrances.............................................................................................. 47
9.	Insurance Matters............................................................................................................... 48
	9.1	Maintenance of Insurance.......................................................................................... 48

9.2	Shipment of Product.................................................................................................... 48
9.3	Notice of Loss or Damage.......................................................................................... 48
10. Representations and Warranties.................................................................................. 48
10.1	Royalty Holder Representations and Warranties............................................... 48
10.2	Company Representations and Warranties......................................................... 48
10.3	Survival...................................................................................................................... 48
11. Assignment....................................................................................................................... 49
11.1	Assignment by the Royalty Holder........................................................................ 49
11.2	Assignment by the Company................................................................................. 49
11.3	Assign........................................................................................................................ 49
12. Confidentiality.................................................................................................................. 49
12.1	Confidentiality........................................................................................................... 49
12.2	Announcements....................................................................................................... 50
12.3	Filing of Agreement.................................................................................................. 51
13. Dispute Resolution.......................................................................................................... 51
13.1	Disputes..................................................................................................................... 51
13.2	Dispute Notices and Dispute Representatives.................................................... 51
13.3	Arbitration.................................................................................................................. 51
13.4	Performance of Obligations During Dispute........................................................ 52
14. Notice................................................................................................................................ 53
14.1	Form of Notice.......................................................................................................... 53
14.2	Delivery...................................................................................................................... 53
14.3	Address for Notice................................................................................................... 53
15. Miscellaneous.................................................................................................................. 54
15.1	Costs and Outlays.................................................................................................... 54
15.2	Taxes......................................................................................................................... 54
15.3	Governing Law......................................................................................................... 55
15.4	Other Activities and Interests................................................................................. 55
15.5	No Partnership.......................................................................................................... 56
15.6	Consent..................................................................................................................... 56
15.7	Severability................................................................................................................ 56
15.8	National Instrument 43-101 and other Approved Standards............................ 56
15.9	Entire Agreement..................................................................................................... 57
15.10	Replacement Product Prices.................................................................................. 57
15.11	Time of the Essence................................................................................................ 57
15.12	Further Assurances................................................................................................. 58

15.13	Amendment............................................................................................................... 58
15.14	Waiver........................................................................................................................ 58
15.15	Successors and Assigns......................................................................................... 58
15.16	Counterparts............................................................................................................. 58
15.17	Execution - Authorized Officer to Sign.................................................................. 58
SCHEDULE	A - DESCRIPTIONOFPROPERTY............................................................................... 60
SCHEDULE	B - MAPOFPROPERTY.............................................................................................. 61
SCHEDULE	C – REPRESENTATIONS ANDWARRANTIES OFTHEROYALTYHOLDER................... 62
SCHEDULE	D – REPRESENTATIONS ANDWARRANTIES OF THECOMPANY................................. 63
SCHEDULE	E – [REDACTED– COMMERCIALLYSENSITIVEINFORMATION].................................. 68
SCHEDULE	F – CONTINGENTRIGHTCERTIFICATE...................................................................... 69
SCHEDULE	G – ROYALTIES.......................................................................................................... 72

ROYALTY AGREEMENT

THIS AGREEMENT dated as of the 11[th] day of February, 2022.

BETWEEN:

TREASURY METALS INC. , a company incorporated under the laws of Ontario and having an office at 3680-130 King Street West, Box 99, Toronto ON

(“ Company ”)

AND:

SPROTT RESOURCE STREAMING AND ROYALTY (B) CORP. , a company incorporated under the laws of Ontario and having an office at 200-2600 Bay St., Toronto ON

(“ Royalty Holder ”)

INTRODUCTION:

A. The Company owns and intends to develop the Project.
B. The Company has agreed to create, grant and sell the Royalty to the Royalty Holder in exchange for the payment of the Purchase Price, inclusive of all applicable Taxes, in accordance with the terms and conditions described herein.

IN CONSIDERATION OF, among other things, the mutual promises contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless the context otherwise requires, in this Agreement:

“ Abandonment Date ” has the meaning given in Section 8.3(a);

“ Abandonment Property ” has the meaning given in Section 8.3(a) and, for certainty, includes the surrendered mineral rights referred to in Section 8.3(d);

“ Affiliate ” means any Person that directly or indirectly controls, is controlled by, or is under common control with, a Party. For purposes of the preceding sentence, “control” means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;

“ Agreement” means this document including any schedule or appendix to it;

“ Allowable Deductions ” means the aggregate of the following costs, charges and expenses paid or incurred by the Company for or with respect to Product:

(a) charges for treatment by third Persons in the smelting, refining and other beneficiation processes (including handling, tertiary treatment, provisional settlement fees, weighing, sampling, concentrate leaching, assaying, umpire and representation costs, any penalties including penalties for impurities contained in

056826.056826-00001/55250060.1

the Product which inhibit smelting, refining or minting, and other processor deductions);

(b) actual costs of transportation (including loading, freight, insurance, security, surveyor fees, handling, port fees, demurrage, delay, and forwarding expenses incurred by reason of or in the course of transportation) of Product from the Property to the place of treatment and then to the place of sale; and
(c) costs or charges for or in connection with insurance, storage, or representation at a smelter or refinery for Product or refined metals;

but notwithstanding any other provision in this Agreement, Allowable Deductions will not include: any costs that are in excess of those that would be incurred on an arm’s length basis at market terms; any costs for mining, milling, crushing milling, leaching, concentrating or other mine site processing costs, or any costs for trucking or transporting within the Property;

“ Approved Standard ” means any of the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Mineral Reserves, Subpart 1300 of Regulation S-K under the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934), the JORC Code, the SAMREC Code, or any other classification system for the reporting of mineral reserves and mineral resources that qualifies as an “acceptable foreign code” for purposes of NI 43-101 from time to time, in each case as such classification may be in effect from time to time, or any successor instrument, rule or policy to any of the foregoing;

“ Authorization ” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right (including surface rights, access rights, rights of way, privileges, concessions or franchises granted to or held by the Company by, or required to be obtained from, any Person (including a Governmental Body), for the exploration of the Property or the construction, development and operation of the Project), privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters, but in each case excludes the Property;

“ Average Gold Price ” means the average London Bullion Market Association daily afternoon (PM) per ounce Gold Price in U.S. dollars quoted by the London Bullion Market Association (currently administered by ICE Benchmark Administration) or any successor thereto, calculated by summing such quoted price reported for each day in a Quarter and dividing the sum by the number of days for which such prices were reported;

“ Average Product Price ” means the Average Gold Price, the Average Silver Price and, in the case of other refined metals, the average Quarterly LME spot or settlement price, and “Average Product Price” means any of the Average Gold Price, the Average Silver Price or, in the case of other refined metals, the average Quarterly LME spot or settlement price, as the context requires;

“ Average Silver Price ” means the average London Bullion Market Association daily per ounce Silver Price in U.S. dollars quoted by the London Bullion Market Association (currently administered by ICE Benchmark Administration) or any successor thereto, calculated by summing such quoted price reported for each day in a Quarter and dividing the sum by the number of days for which such prices were reported;

“ Books and Records ” the books, accounts, records and data of every kind or nature maintained by or on behalf of the Company or an Affiliate of the Company in relation to the Project, or the Company's operations and activities on the Property, or the calculation of the Royalty, including books, accounts and records which relate to, contain or which consist of:

(a) the quantity of Product Sold in each Quarter or for which insurance proceeds have been received in the Quarter;
(b) the calculation of each component of the Royalty for each Quarter;
(c) the payment of the Royalty in each Quarter;
(d) where there is any commingling in a Quarter of Product with materials extracted from land outside the boundaries of the Property, the measures, moistures and assays of the minerals and substances in the Product extracted and recovered from the Property prior to the commingling;
(e) purchase and sale agreements, Offtake Agreements, settlement sheets, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files, electronically stored data and other data;
(f) geological and metallurgical data, drill hole logs, cross sections and assay results;
(g) the exploration, development and mining of the Property; and
(h) the stockpiling, treatment, processing, refining and transportation of Product or Materials (or both, as the case may be);

“ Business Day ” means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made;

“ Cessation Date ” has the meaning set out in Section 3.1(a);

“ Change of Control ” of a Person (the “ Subject Person ”) means the consummation of any transaction or event, including any consolidation, business combination, arrangement, amalgamation or merger or any issue, transfer or acquisition of securities, the result of which is that any other Person (other than an Affiliate of the Subject Person) or group of other persons (other than an Affiliate of the Subject Person) acting jointly or in concert for purposes of such transaction or event (a) becomes the beneficial owners, directly or indirectly, of more than 50% of the votes attached to the voting securities of the Subject Person or (b) otherwise acquires Control, directly or indirectly, of the Subject Person, and including by acting with a group of other Persons, of the Subject Person, including through the occupation of a majority of the seats (other than the vacant seats) on the board of the Subject Person by individuals who were neither (i) nominated by the board of the Subject Person nor (ii) appointed, approved or endorsed by members of the board of the Subject Person;

“ Claim ” includes any claim, action, damage, loss, liability, cost, charge, expense, outgoing, payment or demand of any nature and whether present or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute, contract or otherwise;

“ Closing ” has the meaning set out in Section 4.1;

“ Closing Date ” has the meaning set out in Section 4.1;

“ Cash and Bank Accounts ” means all of the Company’s present and future right, title and interest in and to (i) all cash, cash equivalents (such as guaranteed investment certificates, money market instruments and the like), money, cheques and money orders (and other similar orders for payment), precious metal credits or other funds from time to time owned, delivered or transferred to or owed to the credit of the Company, (ii) the outstanding balance (including principal deposited and accrued interest) credited to all bank and metal accounts from time to time maintained in the name of the Company and (iii) all books, records, documents and rights of the Company in respect of the all bank metal accounts from time to time maintained in the name of the Company;

“ Collateral ” means all of the Company’s present and future right, title and interest in and to (a) intercompany receivables from time to time owing to it, (b) the Project Property, (c) the Cash and Bank Accounts and (d) all proceeds in any form derived directly or indirectly from any dealing with all or any part of the property, rights, interests or benefits described in this definition inclusive of the proceeds of those proceeds, all as more particularly described in the Security Documents;

“ Commercial Production ” means the operation of all or part of the Property as a producing mine, but does not include bulk sampling or milling for the purpose of testing or milling by a pilot plant, and will be deemed to have commenced on the first day following the first 30 consecutive days during which Product has been produced from the Property at an average rate of not less than 70% of the target throughput set out in a feasibility study for the Property prepared by or on behalf of the Company in accordance with an Approved Standard, if a plant is located on the Property, or if no plant is located on the Property, the last day of the first period of 30 consecutive days during which ore has been shipped from the Property on a reasonably regular basis for the purpose of earning revenues, whether to a plant or facility constructed for that purpose or to a plant or facility already in existence;

“ Commercial Production Expiry Date ” means December 31, 2028;

“ Commingling Plan ” has the meaning set out in Section 5.6(a);

" Common Shares " means common shares in the capital of the Company as constituted on the Execution Date;

“ Company’s Fundamental Representations ” means the representations and warranties given in paragraphs (a), (b), (k) and (l) of Schedule D;

“ Competitor ” means [redacted – commercially sensitive information] ;

“ Confidential Information ” has the meaning given in Section 12.1;

“ COVID-19 ” means the communicable disease known as the coronavirus which was declared on March 11, 2020 by the World Health Organization to be a pandemic;

“ COVID-19 Measures ” means:

(a) all applicable Law relating or pertaining to COVID-19; and

(b) all standards, procedures and guidelines of the Company relating or pertaining to COVID-19,

in existence or in force as at the Execution Date with which the Company, its Affiliates and their respective personnel must comply with;

“ Daily Price ” means, as applicable, (i) the London Bullion Market Association daily afternoon (PM) per ounce Gold Price in U.S. dollars quoted by the London Bullion Market Association (currently administered by ICE Benchmark Administration) or any successor thereto, (ii) the average London Bullion Market Association daily per ounce Silver Price in U.S. dollars quoted by the London Bullion Market Association (currently administered by ICE Benchmark Administration) or any successor thereto, or (iii) the average platinum “First Position Settlement” price as published by NYMEX on the CME Group Inc. website;

“ Development and Mine Plan ” means, in respect of the Project taken as a whole, the development and/or mine plan adopted by the board of directors of the Company as such plan may be amended, restated, revised or supplemented by the Company from time to time.

“ Disposal ” means any disposal by any means including dumping, incineration, spraying, pumping, injecting, depositing or burying;

“ Dispute ” has the meaning given in Section 13.1;

“ Dispute Notice ” has the meaning given in Section 13.2(a);

“ Dispute Representative ” has the meaning given in Section 13.2(b);

“ Documents ” means, collectively, this Agreement and the Security Documents;

“ Encumbrance ” means any mortgage, deed of trust, charge, pledge, hypothecation, security interest, assignment as security, deposit arrangement, lien (statutory or otherwise), title retention agreement or arrangement, conditional sale, royalty, claim, production payment, restrictive covenant, or other encumbrance similar in nature to a security interest of any nature or any agreement to give or create any of the foregoing, whether registered or recorded or unregistered or unrecorded;

“ Environment ” includes the air, surface water, groundwater, body of water, any land, soil or underground space even if submerged under water or covered by a structure, all living organisms and the interacting natural systems that include components of air, land, water, organic and inorganic matters and living organisms and the environment or natural environment as defined in any Environmental Law and “Environmental” will have a similar extended meaning;

[definition redacted – commercially sensitive information]

“ Exchange ” means the Toronto Stock Exchange or such other stock exchange on which the Qualifying Shares are listed and posted for trading;

“ Exchange Rate ” has the meaning given in Section 3.10;

“ Execution Date ” means the date of this Agreement.

“ Environmental Laws ” means all Laws relating in whole or in part to the Environment, including those relating to the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, Release or Disposal of any Hazardous Substance;

“ Events of Force Majeure ” means any event or circumstance or combination of events and circumstances which occurs and:

(a) could not have been reasonably foreseen by, is beyond the control of, and occurs without the fault or negligence of the Company or an Affiliate;
(b) causes delay in achieving Commercial Production by the Commercial Production Expiry Date; and
(c) cannot be prevented, overcome or remedied by the exercise by the Company of a standard of care and diligence consistent with Good Industry Practice, proper precautions and the consideration of reasonable alternatives with the intention of avoiding the effects of the force majeure by the Company or its Affiliates or the expenditure of a commercially reasonable sum of money,

and includes, but is not limited to:

(i) an act of God (other than adverse weather);
(ii) earthquakes, cyclones, fire, flood, blizzards, whiteouts;
(iii) acts of war, acts of public enemies, terrorist acts, riots or civil commotions;
(iv) change in Law of any Governmental Body that cause development activities to materially cease or that would effectively prohibit the development of the Project;
(v) injunctions, civil disobedience, protests, demonstrations or other events by environmental lobbyists, non-governmental organizations, local community groups or any other parties claiming an interest that cause mining or Project development activities to materially cease;
(vi) any action or failure to act within a reasonable time without justifiable cause by any Governmental Body, its employees or agents including the denial of or delay in granting any permit, licence, consent, approval or right upon due application and diligent effort by the Company or an Affiliate (as the case may be) to obtain same, or the failure once granted to remain (without justifiable cause) in full force and effect or to be renewed on substantially similar terms;
(vii) endemics, epidemics or pandemics; and
(viii) discovery of artefacts or archaeological ruins;

but does not include:

(ix) economic hardship, or for lack of money, credit or markets or inability to pay any sum of money;

(x) late performance by the Company caused by the Company’s or its Affiliates’ failure to engage qualified personnel or to hire an adequate number of personnel;
(xi) any delay in granting any permit, licence, consent, approval or right as a consequence of the failure of the Company to make timely application for such permit, licence, consent, approval or right other than as a direct result of Force Majeure;
(xii) if the Force Majeure is the result of a breach of any permit, licence, consent, approval or right or applicable Law by the Company or its Affiliates;
(xiii) if the Force Majeure was caused by a breach of, or default under, any contract or a wilful or negligent act or omission by the Company or its Affiliates;
(xiv) a stoppage of work, slowdown or withdrawal of labour caused by a strike or lockout by the Company’s or its Affiliates’ personnel but the foregoing will not apply if the Company has complied with all of its labour relations obligations under applicable Law or the stoppage of work, slowdown or withdrawal of labour caused by a strike or lockout was part of a national, province-wide or industry or trade-wide labour strike or lockout and was not initiated by any act or omission of or commenced by personnel of the Company or its Affiliates;
(xv) shortages of labour and accommodation other than as a direct result of Force Majeure;
(xvi) non-availability of plant, goods, equipment, facilities or other resources other than as a direct result of Force Majeure;
(xvii) a mechanical breakdown or equipment failure unless caused by Force Majeure; and

(xviii) the COVID-19 Measures;

“ Extract Facility ” means the amended and restated facility agreement, dated as of June 17, 2016, among, inter alios, the Company, as borrower, the lenders from time to time party thereto, as lenders, and Extract Advisors LLC, as agent, as amended by the first amendment to amended and restated facility agreement dated as of June 7, 2017, the second amendment to amended and restated facility agreement dated as of November 30, 2018, the third amendment to amended and restated facility agreement dated as of August 15, 2019, the fourth amendment to amended and restated facility agreement dated as of March 10, 2021, and as further amended, supplemented, amended and restated, replaced, or otherwise modified from time to time;

“ Gold Production ” means the quantity of Refined Gold out-turned during a Quarter to the pool account of the Company or its Affiliates by a refinery that produces Refined Gold for the Company or its Affiliates on a toll-refining basis in respect of Product, on either a provisional or final settlement basis;

“ Good Industry Practice” means, in relation to any decision or undertaking, the exercise of that degree of diligence, skill, care, prudence, oversight, economy, financial acumen and stewardship which is commonly observed or would reasonably be expected to be

observed by skilled and experienced professionals in the Canadian mining industry engaged in the same type of undertaking under the same or similar circumstances;

“ Governmental Body ” means any federal, provincial, state, territorial, regional, municipal, local government or authority, quasi government authority, fiscal or judicial body, government or self-regulatory organisation, commission, board, tribunal, organisation, stock exchange or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing including any indigenous or native body (or both, as the case may be) exercising governance powers by right, title or custom;

“ Gross Proceeds ” for any given Quarter means, proceeds received or deemed to be received by the Company from the Sale of Product from the Property, whether processed on or off of the Property, determined as follows, subject to the provisions of Sections 3.2(c) and 3.5:

(a) if Product is Sold by the Company or its Affiliates in the form of Refined Gold, then such gold will be deemed to have been Sold at the Average Gold Price for the Quarter in which the Refined Gold was produced, and the Gross Proceeds in respect of Refined Gold will be determined by multiplying Gold Production for such Quarter by the Average Gold Price for such Quarter;
(b) if Product is Sold by the Company in the form of Refined Silver, then such silver will be deemed to have been Sold at the Average Silver Price for the Quarter in which the Refined Silver was produced, and the Gross Proceeds in respect of Refined Silver will be determined by multiplying Silver Production for such Quarter by the Average Silver Price for such Quarter;
(c) if Product is Sold by the Company in the form of refined metals other than those referred to in paragraphs (a) and (b) above, then such other refined metals will be deemed to have been Sold at the average LME spot or settlement price (or the average of all such prices reported for each such day, if more than one) published by the LME on its website (or another similar quotation acceptable to the Parties, acting reasonably) for the Quarter in which the other refined metal was produced and Gross Proceeds will be determined by multiplying the respective Product Sold for such Quarter by the average LME spot or settlement price for such Quarter;
(d) if Product is Sold by the Company in the form of ore, doré, concentrates or metals other than those listed in (a) through (c) above, then the Gross Proceeds in respect of such ore, doré, concentrates or metals will be the deemed value of Product so returned, credited or paid for on the basis of the aggregate quantity of recovered metals in such Product so returned, credited or paid for multiplied by the applicable Average Product Price, and if no Average Product Price is available for such recovered metals then Gross Proceeds will be equal to the amount of the proceeds actually received by the Company from the Sale of such ore, doré, concentrates or metals unless such amount is disputed by the Royalty Holder as not being market price; and
(e) if there is a Loss of Product, then the Gross Proceeds will be equal to the sum of the insurance proceeds in respect of such Loss and any Gross Proceeds from the Sale of such Product, determined under this definition of “Gross Proceeds”;

“ Hazardous Substance ” means any pollutant, contaminant, waste, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in any Environmental Law;

“ ICC ” means the International Chamber of Commerce or any entity which replaces it or which substantially succeeds to its powers or functions;

“ ICC Rules ” has the meaning given in Section 13.3(b)(i);

“ IFRS ” means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

“ Indemnified Party ” has the meaning given in Section 7.1;

“ Insolvent ” will have a correlative given in the definition of “Solvent”;

“ Interest Rate ” means the target for the overnight rate of the Bank of Canada as most recently announced by the Bank of Canada at 9:00a.m. (EST) on the due date for payment or, if the target for the overnight rate is not published on that day, on the day before the due date for payment on which the target for the overnight rate was most recently published, plus [redacted – commercially sensitive information] ;

“ Law ” includes:

(a) Federal, Provincial, State and local government legislation including regulations and by-laws;
(b) legislation of any jurisdiction other than those referred to in paragraph (a) with which a Party must comply;
(c) common law and equity;
(d) judgments, decrees, writs, administrative interpretations, guidelines, policies, injunctions, orders or the like, of any Governmental Body with which a Party is legally required to comply; and
(e) Governmental Body requirements and consents, certificates, licences, permits and approvals (including conditions in respect of those consents, certificates, licences, permits and approvals);

“ LME ” means the London Metals Exchange;

“ Loss ” means an insurable loss of or damage to Product, whether or not occurring on or off the Property and whether the Product is in the possession of the Company, its Affiliates or otherwise;

“ Material Adverse Effect ” means any change, event, occurrence, condition, circumstance, effect, state of facts or development that has, or would reasonably be expected to have, individually or in the aggregate, a material and adverse effect on:

(a) the Project or the ability of the Company to explore, construct, develop or operate the Project, substantially in accordance with the Development and Mine Plan in effect at the time of the occurrence of such change, event, occurrence, condition, circumstance, effect, state of fact or development, in each case other than changes

in general economic conditions, commodity prices and the general mining industry that do not materially and adversely affect the Company disproportionately compared to other comparable mining companies;

(b) the ability of the Company to perform its material obligations under this Agreement; or
(c) the legality, validity, binding effect or enforceability of this Agreement, the Royalty or the rights and remedies of the Royalty Holder under this Agreement.

“ Materials ” has the meaning given in Section 5.7;

“ Mineral Reserves ” means proven and probable mineral reserves (or their equivalent) as defined under any Approved Standard;

“ Mineral Resources ” means measured, indicated and inferred mineral resources (or their equivalent) as defined under any Approved Standard;

“ Minimum Payment ” has the meaning set out in Section 3.1(a);

“ Minimum Payment Date ” has the meaning set out in Section 3.1(a);

“ Net Smelter Returns ” means Gross Proceeds less Allowable Deductions;

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (or any successor instrument, rule or policy);

“ Notice ” or “ notice ” has the meaning given in Section 14.1;

“ Offer ” has the meaning given in Section 2.9(b);

“ Offtake Agreement ” means any agreement entered into by the Company or its Affiliates with an Offtaker for: (a) the sale of Product to an Offtaker; (b) the delivery of the entitlement to, or the benefit of, Product to an Offtaker; or (c) the smelting, refining or other beneficiation of Product by an Offtaker for the benefit of the Company or its Affiliates, as the same may be supplemented, amended, restated or superseded from time to time;

“ Offtaker ” means any Person (that is not the Company or its Affiliates): (i) that purchases Product from the Company or its Affiliates; (ii) that is the recipient or transferee of title to Product or the recipient of the entitlement to or benefit of Product from the Company or its Affiliates; or (iii) that takes delivery of Product for the purpose of smelting, refining or other beneficiation of such Product for the benefit of the Company or its Affiliates;

“ OSP Royalty ” has the meaning given in Section 5.6(b);

“ Other Source Product ” has the meaning given in Section 5.6;

“ Outside Date ” means the date that is three (3) months from the Execution Date;

“ Participation Right ” has the meaning given in Section 2.9(b);

“ Parties ” means the Company and the Royalty Holder and “ Party ” means either the Company or the Royalty Holder, as the context requires;

“ Permitted Encumbrance ” means:

(a) any Encumbrance arising by operation of law or in the ordinary course of business in connection with or to secure the performance of bids, tenders, contracts, leases, statutory obligations, surety bonds or appeal bonds, expropriation proceedings or the costs of litigation;
(b) any undetermined or inchoate lien or prior claim or any like lien or right of set-off arising in the ordinary course of business or under Law, securing obligations incurred in connection with the Property which are not yet overdue or which are being contested or litigated in good faith;
(c) any Encumbrance for taxes, assessments or governmental charges not yet due or being contested in good faith (but only so long as such contest does not result in any sale, loss or forfeiture of the Property and, where applicable Law requires such amounts to be paid while being contested, such amounts have been paid);
(d) any Encumbrance incurred or deposit made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits;
(e) any Encumbrance granted pursuant to the Security Documents;
(f) any builders’, mechanics’, materialman’s, miners’, carriers’, warehousemen’s and landlords’ liens and privileges, in each case, which relate to obligations not yet due or delinquent, or which the Company is contesting in good faith by appropriate proceeding and in respect of which reserves have been established in accordance with IFRS;
(g) any right reserved to or vested in any Governmental Body by the terms of any lease, licence, franchise, grant, claim or permit held or acquired by the Company, or by any statutory provision, to terminate the lease, licence, franchise, grant, claim or permit to purchase assets used in connection therewith or to require annual or other periodic payments as a condition of the continuance thereof;
(h) any Encumbrance created or assumed by the Company in favour of a public utility or Governmental Body when required by the public utility or Governmental Body in connection with the operations of the Company that do not in the aggregate materially detract from the value of any of the Property or impair their use in the operation of the business of such Company;
(i) any reservations, limitations, provisos and conditions expressed in original grants from any Governmental Body or the term of any lease from any Governmental Body;
(j) any applicable municipal by-laws, official plans, building code requirements or other restrictions by a Governmental Body affecting the use of land or the nature of any structures which may be erected thereon,
(k) any minor encumbrance, such as easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other Persons, rights-of-way for sewers, electric lines, telegraph and telephone lines, oil and natural gas pipelines and other similar purposes, or zoning or other restrictions applicable to the use of real property by the Company, or title defects, encroachments or irregularities, that

do not detract from the operation or development of the Project in any material respect;

(l) landlords’ liens or any other rights of distress reserved in or exercisable under any lease of real property for rent and for compliance with the terms of such lease; provided that such lien does not attach generally to all or substantially all of the undertaking, assets and property of the Company;
(m) royalty obligations existing as of the date hereof as detailed in Schedule G;
(n) any Encumbrance consented to, agreed to or approved by the Royalty Holder in writing;
(o) any Encumbrance under or with respect to the Extract Facility;
(p) any Encumbrance in favour of any Governmental Body that relates to securing any reclamation obligation and the reclamation obligation itself; and
(q) any Encumbrance that is described in any title opinion that is accepted by and delivered to the Royalty Holder pursuant to Section 4.2(f).

“ Permitted Mortgage ” means:

(a) any Encumbrance securing the Company’s obligations under the Extract Facility provided the maximum principal amount secured thereby does not at any time exceed $4,695,179.56 plus accrued and unpaid interest which has been capitalized after January 31, 2022;
(b) any Encumbrance granted by the Company securing the Company’s obligations under any Project Financing;
(c) from and after the Security Release Date, Encumbrances in favour of any lender, financier, streamer or other like party providing the financing for the construction, development and/or operation of the Project, including (including, for avoidance of doubt, by way of a revolving credit facility); or
(d) any extension, renewal or refinancing (or successive extensions, renewals or refinancing), as a whole or in part, of an Encumbrance referred to in paragraphs (a) to (c) above, provided always that any such extension or renewal meets the applicable requirements of one or more of paragraphs (a) to (c) above;

“ Permitted Mortgagee ” means a mortgagee or mortgagees who hold a Permitted Mortgage on the Property;

“ Person ” means any individual, corporation, partnership, joint venture, association, jointstock company, trust, unincorporated organization or other form of enterprise, or any government or any agency or political subdivision thereof;

“ Product ” means any and all minerals of every nature and kind, (including precious and base metals), in whatever form or state which are mined, produced, excavated, extracted, recovered in soluble solution or otherwise recovered or produced from the Property, and including any such minerals derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Property, and including ore

and any other minerals resulting from the further milling, processing or other beneficiation of such materials, including concentrate or doré bars;

“ Production Interest ” means a royalty on Product produced from the Property or an arrangement for the purchase and sale of Product based on production from the Property (i.e. without limitation, a Product stream, or other instrument convertible into a Product stream or any financing that is similar to a metals stream), but for greater certainty, a Production Interest does not include any offtake, smelting, beneficiation or refining arrangement or any forward sale or similar arrangement where the Company is obligated to make physical delivery of Product from the Property and where that delivery obligation does not last for more than five years;

“ Project ” means the Goliath Gold Complex in the Kenora Mining Division in northwestern Ontario, Canada, approximately 350 km northwest of Thunder Bay, which is comprised of three projects: the Goliath Gold Project, the Goldlund Gold Project and the Miller Project owned by the Company, which comprises the Project Property, and includes the exploration, mining, development, production, processing, recovery, sale, transportation, storage and delivery operations and assets and infrastructure related thereto;

“ Project Financing ” means either:

(a) senior secured project debt financing in the form of binding definitive agreements entered into after the date hereof, subject only to customary conditions precedent to advance, along with equity or other financing, or
(b) if senior secured project debt financing is not utilized, an announced construction decision and evidence to the Royalty Holder, acting reasonably, that construction financing is substantially in place,

to fully fund the development and construction of a mine on the Property based on the Development and Mine Plan to achieve Commercial Production;

“ Project Property ” means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Company in and relating to, located at, on or about the Project or used or acquired in connection with or primarily related to the business of the Company conducted on or with respect to the Project, in each case whether now owned or existing or hereafter acquired or arising, including real property, buildings thereon, fixtures and improvements to real property (including all property, plant and equipment), personal property and mineral interests, and specifically including, but not limited to: (a) the Property and any and all minerals of every nature and kind, (including precious and base metals), in whatever form or state which are mined, produced, excavated, extracted, recovered in soluble solution or otherwise recovered or produced from the Property; (b) any and all interest in processing facilities; (c) all letter of credit rights, supporting obligations, claims, causes of action and other legal rights, in each case relating to the Project, (d) all Project agreements and any other contracts relating to the Project; (e) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; (f) all leases, licenses, permits approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), patented and unpatented mining claims, privileges, concessions or franchises held or required to be obtained for the development and operation of the Project; and (g) all books and records related to any of the foregoing;

“ Property ” means the mineral rights as set out in Schedule A and depicted in the map set out in Schedule B to this Agreement together with any present or future mineral rights resulting from renewal, extension, modification, substitution, amalgamation, succession,

conversion, demise to lease, renaming or variation of any of those mineral rights or any mineral rights deriving from those mineral rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain) and will automatically include any reacquisition of mineral rights contemplated by Section 5.8, but in each case without extending the area covered by the Property beyond the exterior boundaries of the area covered by the mineral rights and other similar interests listed in Schedules A and B as of the date hereof;

“ Proposed Metal Stream ” has the meaning set forth in Section 2.9(a);

“ Purchase Price ” means $20,000,000;

“ Qualifying Parent ” means (i) the Company, if the Company is a publicly listed company or (ii) the Person that ultimately controls the Company, if such Person is a publicly listed company;

“ Qualifying Shares ” means common shares of a Qualifying Parent;

“ Quarter ” and “ Quarterly ” mean the period commencing on the date that the Company or its Affiliates first receives payment for the Sale of Product or the out-turn of refined metals by a refinery to the Company’s or its Affiliate’s pool account in respect of Product and expiring on the day preceding the next occurring 1st day of January, April, July or October and thereafter each successive period of 3 calendar months;

“ Refined Gold ” means marketable metal bearing material in the form of gold bars or coins that is refined to standards meeting or exceeding 995 parts per 1,000 fine gold, and otherwise conforming to the London Bullion Market Association specifications for good delivery.

“ Refined Silver ” means marketable metal bearing material in the form of silver bars or coins that is refined to standards meeting or exceeding 999 parts per 1,000 fine silver, and otherwise conforming to the London Bullion Market Association specifications for good delivery.

“ Repurchase Date ” has the meaning given in Section 2.6(b);

“ Repurchase Payment ” has the meaning given in Section 2.6(a);

“ Restricted Person ” means [redacted – commercially sensitive information] ;

“ Royalty ” means the Royalty Percentage of the Net Smelter Returns to which the Royalty Holder is entitled pursuant to the terms of this Agreement, exclusive of any and all Taxes;

“ Royalty Holder’s Portion ” has the meaning given in Section 2.9(b);

“ Royalty Percentage ” means 2.2%, subject to adjustment pursuant to Sections 2.6, 2.7 and 2.8;

“ Royalty Repurchase Option ” has the meaning given in Section 2.6(a);

“ Royalty Statement ” has the meaning given in Section 6.2;

“ Sale ” or “ Sold ” means the earlier of:

(a) transfer of title to Product from the Company or its Affiliates to an Offtaker (and includes a transfer of title to Product transported off the Property that the Company or its Affiliates elects to have credited to or held for its account by an Offtaker); and
(b) any Loss prior to any transfer of title to Product;

“ Security ” means the Encumbrances granted in favour of the Royalty Holder pursuant to the Security Documents.

“ Security Documents ” has the meaning given in Section 3.8(a);

“ Security Release Date ” has the meaning given in Section 3.8(a);

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

“ Selling Party ” has the meaning set forth in Section 2.9(a);

“ Silver Production ” means the quantity of Refined Silver out-turned during a Quarter to the pool account of the Company or its Affiliates by a refinery that produces Refined Silver for the Company or its Affiliates on a toll-refining basis in respect of Product, on either a provisional or final settlement basis;

“ Solvent ” means, when used with respect to a Person, that:

(a) the fair saleable value of the assets of such Person is in excess of the total amount of the current value of its liabilities (including for purposes of this definition all liabilities (including loss reserves), whether or not reflected on a balance sheet prepared in accordance with IFRS and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed);
(b) such Person is able to pay its debts or obligations in the ordinary course as they mature;
(c) such Person has capital sufficient to carry on its business; and
(d) such Person is not otherwise insolvent as defined by any applicable Law;

and “ Insolvent ” will have a correlative meaning;

“ Taxes ” means all taxes, levies and charges of any kind or nature whatsoever imposed or collected by or on behalf of any Governmental Body including corporation income taxes, capital taxes, realty taxes (including utility charges which are collectible like realty taxes), net proceeds of mines tax, mining taxes and royalties, privilege taxes, excise taxes, business taxes, property transfer taxes, taxes charged on any measure of income or revenue, goods & services tax, harmonized sales tax, turnover, or value added taxes of any nature or kind and any other taxes charged on, or in respect of, the sale or transfer of goods and property of any kind, customs duties, payroll taxes, levies, stamp taxes, royalties, taxes charged on royalties received by royalty recipients, duties, and all fees, including claim fees, deductions, compulsory loans and withholdings imposed, levied, collected, withheld or assessed as of the Execution Date or at any time in the future, by or on behalf of any Governmental Body of any jurisdiction whatsoever having power to tax, together with penalties, fines, additions to tax and interest thereon;

“ Technical Report ” means the NI 43-101 Technical Report & Preliminary Economic Assessment of the Goliath Gold Complex with a report date of March 10, 2021, and an effective date of January 28, 2021, prepared for the Company by Ausenco Engineering Canada Inc. as filed on the Company’s SEDAR profile on May 31, 2021;

“ Third Party ” has the meaning set forth in Section 2.9(a);

“ Third Party Offer ” has the meaning set forth in Section 2.9(a);

“ Third Party Share Consideration ” has the meaning set forth in Section 2.9(a);

“ Trading Activities ” means any and all activities by which the Company or any of its Affiliates:

(a) sells or disposes of Product by entering into Offtake Agreements or engaging in any sales or dispositions of Product, in any case, for other than market-based prices determined in a manner consistent with customary quotational periods in industry standard offtake agreements for similar types of minerals;
(b) engages in any commodity futures trading, forward sale and/or purchase contracts, options trading or metals trading;
(c) engages in price protection transactions, arrangements and mechanisms or speculative purchases and sales of forward, futures and option contracts;
(d) engages in any other hedging transactions or arrangements similar to those referred to in paragraphs (a), (b) and (c) of this definition; or
(e) engages in any combination of the foregoing; and

“ WSMD Procedures ” has the meaning given in Section 3.12.

1.2 Interpretation

Unless the context otherwise requires, in this Agreement:

(a) a reference to a Section or Schedule is a reference to a section of or a schedule to this Agreement;
(b) the singular includes the plural and conversely and a gender includes all genders;
(c) a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document;
(d) a reference to a party to an agreement (including this Agreement) or document includes the party’s successors and permitted substitutes (including persons taking by novation) or assigns (and, where applicable, the party’s legal personal representatives);
(e) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation, code, by-law, ordinance or statutory instrument issued under it;

(f) the word “including” means “including without limitation” and “include” and, “includes” will be construed similarly;
(g) all provisions requiring a Party to do or refrain from doing something will be interpreted as the covenant of that Party with respect to that matter notwithstanding the absence of the words “covenants” or “agrees” or “promises”;
(h) all provisions requiring a Party to do something will be interpreted as including the covenant of that Party to cause that thing to be done when the Party cannot directly perform the covenant but can indirectly cause that covenant to be performed, whether by an Affiliate under its control or otherwise; and
(i) a reference to anything (including a right, obligation or concept) includes a part of that thing, but nothing in this Section 1.2(i) implies that performance of part of an obligation constitutes performance of the obligation.
(j) Headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation.
(k) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
(l) If an act must be done on a specified day which is not a Business Day, then the act must be done instead on the next Business Day.
(m) A provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement.

1.3 Currency

Unless otherwise indicated, all references to currency in this Agreement, including “dollars” and “$” are to lawful money of the United States of America. If necessary, for purposes of application of the provisions of this Agreement any relevant currency amounts will be, in all instances, calculated and converted by the Parties by reference to the Exchange Rate.

1.4 Good Faith

The Parties must deal with each other in good faith in connection with this Agreement and all transactions and dealings contemplated by it. In particular, the Company agrees in all dealings in relation to the Property to act in good faith towards the Royalty Holder to preserve its entitlement to the Royalty payable pursuant to Section 2.

2. NET SMELTER RETURNS ROYALTY

2.1 Purchase of Royalty

In consideration for the promises and covenants of the Company contained in this Agreement, including the grant of the Royalty and obligation to make the Royalty payments, the Royalty Holder hereby agrees, subject to the satisfaction or waiver of the conditions set forth in Section 4.4, to pay to the Company the Purchase Price inclusive of all applicable Taxes, in cash by wire transfer of immediately available funds in accordance

with the wire transfer instructions and bank account information provided by the Company to the Royalty Holder at least three Business Days prior to the Closing Date.

2.2 Use of Purchase Price Proceeds

The Purchase Price must be used by the Company only for:

(a) activities that are related to progressing the Project to and reaching a construction decision;
(b) repayment of the Extract Facility; and
(c) payment of advanced royalties to the applicable counterparties on existing royalties (as listed in paragraph (m) of the definition of Permitted Encumbrances), and if consented to by the Royalty Holder acting reasonably, the repurchase of such existing royalties,

except with the prior written consent of the Royalty Holder, which consent may be withheld in its sole discretion.

2.3 Net Smelter Returns Royalty

Effective as of Closing and upon payment by the Royalty Holder of the Purchase Price to the Company, the Company hereby creates, grants and conveys to and for the benefit of the Royalty Holder, the Royalty in all Product, and covenants to pay to the Royalty Holder, the Royalty on all Product Sold or otherwise disposed of on and subject to the terms of this Agreement.

2.4 Interest in the Property

The Parties intend that the Royalty, to the maximum extent permissible under applicable Law, constitutes an interest in the Property and agree that:

(a) the Royalty will run with and bind the Property and the title to the Property, and any disposition or transfer of the Property, or any interest in the Property, will be subject to the Royalty;
(b) any sale or other disposition by the Company of any interest in the Property will be effective only in accordance with Section 11.2;
(c) the Royalty Holder’s entitlement to any payments or credits due on account of the Royalty will arise at the time of the production of Product, and all such payments or credits will be held by the Company in trust for the Royalty Holder until paid or credited to the Royalty Holder in accordance with the provisions of this Agreement;
(d) the Company will, upon request by the Royalty Holder, sign and deliver to the Royalty Holder, and the Royalty Holder may register or otherwise record against the Property, this Agreement or a notice of this Agreement, and any other similar document or documents as the Royalty Holder may request that will have the effect of giving notice of the existence of the Royalty to third Persons, protecting the Royalty Holder’s right to receive the Royalty; and
(e) if any renewal, extension, modification, substitution, amalgamation, succession, conversion, demise to lease, renaming or variation of any mineral right is granted

as contemplated in the definition of Property, the Company agrees to execute and deliver such document or documents as the Royalty Holder may reasonably request to acknowledge that the Royalty is applicable to the same including any registration or recording document of any nature whatsoever, inclusive of those contemplated in Section 2.4(c).

2.5 Term

(a) The Royalty will exist in perpetuity. The Royalty will not be terminated by reason of the suspension of operations or closure of any mine or mining operations on the Property. If a court of competent jurisdiction determines that the term or any other provision of this Agreement violates any statutory or common law rule against perpetuities, then the term of this Agreement will automatically be revised and reformed to coincide with the maximum term permitted by the rule against perpetuities or such other provision will automatically be revised and reformed as necessary to comply with the rule against perpetuities and this Agreement will not be terminated solely as a result of a violation of the rule against perpetuities.
(b) Notwithstanding Section 2.5(a), either Party hereto may terminate this Agreement on written notice to the other Party if the conditions to Closing have not been met by the Outside Date.

2.6 Royalty Repurchase Option

(a) Until December 31, 2028, the Company will have the exclusive and irrevocable one-time right and option (“ Royalty Repurchase Option ”) to purchase fifty percent (50%) of the Royalty and fifty percent (50%) of any remaining Minimum Payments, by making a payment in cash by wire transfer (or in Qualifying Shares as per Section 2.6(c)) to the Royalty Holder. The amount of the payment (“ Repurchase Payment ”) will depend on the date when such Repurchase Payment is made as follows:

Repurchase Payment Received:	Repurchase Payment Amount Due:
On or before December 31, 2024	$14,000,000
From January 1, 2025 until December 31, 2025	$16,000,000
From January 1, 2026 until December 31, 2026	$17,000,000
From January 1, 2027 until December 31, 2027	$18,250,000
From January 1, 2028 until December 31, 2028	$19,500,000

(b) If the Company elects to exercise the Royalty Repurchase Option pursuant to Section 2.6(a), the Company must provide to the Royalty Holder a minimum of fifteen (15) days prior written notice, specifying the date that the repurchase is to

occur (“ Repurchase Date ”). Upon receipt of the Repurchase Payment on the Repurchase Date, without set-off or deduction, the Royalty Holder must convey and surrender fifty percent (50%) of the Royalty and fifty percent (50%) of any remaining Minimum Payments to the Company by way of a mutually agreeable deed in recordable form, and such conveyance will be made free and clear of all Encumbrances arising by, through or under the Royalty Holder. Any such conveyance and surrender will be effective on the date that payment is made. For greater certainty, if the Royalty Repurchase Option is exercised by the Company then the adjusted Royalty Percentage will be 1.1% (subject to future adjustment pursuant to Section 2.7 and 2.8), and each quarterly Minimum Payment outstanding will be reduced to $250,000 per quarter after the date the Repurchase Payment is paid; provided that if the date that the Repurchase Payment is paid occurs on a date that is not a Minimum Payment Date, then the quarterly Minimum Payment for that applicable quarter will be in an amount equal to:

(i) (x) $500,000; multiplied by (y) the quotient of the number days elapsed from the most recent Minimum Payment Date to and including the date that the Repurchase Payment is paid divided by 91.25 days; plus
(ii) (x) $250,000; multiplied by (y) the quotient of the number days elapsed from the date that the Repurchase Payment is paid to the next Minimum Payment Date divided by 91.25 days.
(c) The Company will have the option, in its sole discretion, to satisfy its obligation to pay the Repurchase Payment on the Repurchase Date, (i) in cash by wire transfer in good immediately available funds, to such bank account as the Royalty Holder may nominate in writing to the Company, (ii) by the delivery of the equivalent value in Qualifying Shares, or (iii) any combination of cash and Qualifying Shares, at a price per Qualifying Share equal to the greater of: (A) a 5% discount to the five (5) day volume weighted average trading price per Qualifying Share on the Exchange on the day prior to the date of the notice provided to the Royalty Holder specifying the Repurchase Date; and (B) the maximum permitted discount by the Exchange per Qualifying Share, each based on the Exchange Rate on the day prior to the date of the notice provided to the Royalty Holder specifying the Repurchase Date. If the Qualifying Shares are not reflected in the register of the Company’s transfer agent as being issued on the Repurchase Date, then the Repurchase Payment must be made by the Company in cash only (and will be subject to Section 3.7 if such payment is not received on the Repurchase Date). If the issue of the Qualifying Shares would result in either the Qualifying Parent requiring shareholder approval or the Royalty Holder holding more than 9.9% of the issued and outstanding Qualifying Shares, then, notwithstanding the foregoing, the portion of the Repurchase Payment that would cause such threshold to be exceeded must be paid in cash or such other form of payment that the Parties may mutually agree upon. The Company will not be required to deliver fractional Qualifying Shares. If any fractional interest in a Qualifying Share, would, except for the provisions of this Section 2.6(c), be deliverable hereunder, the number of Qualifying Shares to be issued will be rounded down to the nearest whole Qualifying Share.
(d) Prior to issuing any Qualifying Shares to the Royalty Holder, the Company must ensure that any required Exchange approvals have been obtained and all necessary corporate action has been taken to authorize the issue of the Qualifying Shares and, if applicable, the delivery of certificates or DRS advice representing the Qualifying Shares. Upon issuance, the Company must ensure that the

Qualifying Shares are validly created and issued as fully paid and non-assessable Common Shares (or if the Qualifying Parent is not the Company, common shares in such Qualifying Parent), and will have been issued in compliance with all applicable Laws and not in violation of or subject to any pre-emptive or similar right that entitles any person to acquire from the Qualifying Parent any securities the Qualifying Parent, which has not been waived.

(e) The Royalty Holder acknowledges that any Qualifying Shares issued hereunder may be subject to the rules of any applicable stock exchange, and the Royalty Holder agrees to comply with all such rules and applicable Laws with respect to the Qualifying Shares. The Royalty Holder acknowledges that the Qualifying Parent will be required to provide to the applicable securities regulatory authorities and any applicable stock exchange the identity and other personal information of the Royalty Holder and its principals and the Royalty Holder hereby agrees thereto.

2.7 Increase to Royalty Percentage

If on Commercial Production Expiry Date the Company has not achieved Commercial Production, the Royalty Percentage will increase by 25%. For greater certainty, in such a circumstance:

(a) if the Royalty Repurchase Option has been exercised by the Company, then the adjusted Royalty Percentage will be 1.375%; and
(b) if the Royalty Repurchase Option has not been exercised by the Company, the adjusted Royalty Percentage will be 2.75%.

2.8 Reduction to Royalty Percentage

Once 1,500,000 ounces of Refined Gold have been produced from the Property, the Royalty Percentage will decrease by 50%. For greater certainty, in such a circumstance:

(a) if the Royalty Repurchase Option has been exercised by the Company and Commercial Production was achieved by the Commercial Production Expiry Date, then the adjusted Royalty Percentage will be 0.55%;
(b) if the Royalty Repurchase Option has been exercised by the Company and Commercial Production was not achieved by the Commercial Production Expiry Date, then the adjusted Royalty Percentage will be 0.6875%;
(c) if the Royalty Repurchase Option has not been exercised by the Company and Commercial Production was achieved by the Commercial Production Expiry Date, then the adjusted Royalty Percentage will be 1.1%; and
(d) if the Royalty Repurchase Option has not been exercised by the Company and Commercial Production was not achieved by the Commercial Production Expiry Date, then the adjusted Royalty Percentage will be 1.375%.

2.9 Participation Right

(a) Until the date that is the third anniversary from the Closing Date, if the Company or any of its Affiliates (the “ Selling Party ”) receive a bona fide written offer (the “ Third Party Offer ”) from an arm’s length third Person (the “ Third Party ”) to purchase, option or otherwise acquire, directly or indirectly, in any manner

whatsoever, a Production Interest, whether or not coupled with another transaction, embodied within another transaction or disguised within another transaction (the “ Proposed Metal Stream ”), the Selling Party must ensure that the Third Party Offer states the price and all other pertinent terms and conditions upon which the Third Party wishes to complete the Proposed Metal Stream and that the consideration set forth in the Third Party Offer includes cash or a combination of cash and/or securities of a publicly listed company (the “ Third Party Share Consideration ”). The Selling Party may not complete a Proposed Metal Stream with a Third Party unless and until the Selling Party has complied with the provisions of this Section 2.9. For greater certainty and without limitation, the Company does hereby covenant and agree to take no acts nor do any matters or things that will result in the circumvention by a Selling Party of the participation right and its far-reaching and all inclusive ambit as contemplated by the intent of this section.

(b) After receipt of a Third Party Offer, the Selling Party must deliver a copy of the Third Party Offer to the Royalty Holder together with an offer (the “ Offer ”) from the Selling Party and the Third Party for the Royalty Holder to participate in the Proposed Metal Stream and acquire an additional Production Interest to a maximum of 40% of the applicable percentage and price of the Proposed Metal Stream (the “ Royalty Holder’s Portion ”) on the same terms and conditions; provided that, should the consideration for the Proposed Metal Stream exceed $100,000,000, the applicable percentage and price of the Royalty Holder’s Portion will be proportionately reduced such that the consideration for the Royalty Holder’s Portion will equal no more than $40,000,000 (the “ Participation Right ”). For greater certainty, the Offer must include:
(i) a right for the Royalty Holder, in its sole discretion, to elect to accept the said maximum 40% of the applicable percentage and price of the Proposed Metal Stream, up to $40,000,000, or some lesser percentage and price, proportionately reduced; and
(ii) the Third Party ’ s acknowledgement that, if the Offer is accepted by the Royalty Holder, the Royalty Holder will be a party to the transaction documents for the Proposed Metal Stream and that the Third Party and the Royalty Holder would appoint a collateral agent to act on their collective behalf.
(c) The following principles will apply with respect to any Third Party Share Consideration set forth in the Third Party Offer, in order for the consideration to be paid by the Royalty Holder pursuant to the acceptance of the Offer, to be on the same terms and conditions. If the Third Party Offer sets forth consideration to be paid by the Third Party that includes all Third Party Share Consideration or a combination of cash and Third Party Share Consideration, then if Royalty Holder accepts the Offer (in order to match the Third Party Share Consideration), on closing of the transactions contemplated in the Offer, the Royalty Holder will pay to the Selling Party in cash, the cash equivalent of the Third Party Share Consideration (based on the twenty (20) day volume weighted average trading price of the shares of such Third Party ending on the day prior to the date of the Third Party Offer).
(d) [redacted – commercially sensitive information] .

(e) [redacted – commercially sensitive information] .
(f) [redacted – commercially sensitive information] .
(g) [redacted – commercially sensitive information].
(h) [redacted – commercially sensitive information] .
(i) [redacted – commercially sensitive information] .
(j) Notwithstanding anything to the contrary set out herein, the aforementioned Participation Right will not apply in respect of an existing royalty on the Property, nor with any joint venture or similar agreement with arm’s length parties in which a party’s interest may be diluted to a royalty due to the operation thereof provided that a reasonable person would not determine that the entry into of the joint venture or similar agreement had, as its genesis, the circumvention by a Selling Party of the Participation Right and its far-reaching and all inclusive ambit as contemplated by the intent of this Section 2.9.

2.10 Restriction on Acquisitions by the Royalty Holder

The Royalty Holder agrees that it will not acquire or hold, directly or indirectly, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares, other than in accordance with Minimum Payments and/or Repurchase Payment until the later of:

(a) the Cessation Date;
(b) the earlier of (i) the date the Repurchase Payment is paid, or (ii) January 1, 2029.

3. ROYALTY PAYMENTS

3.1 Minimum Payments

(a) In connection with the grant of the Royalty and until the date (the “ Cessation Date ”) that is the earlier of: (i) the date that Commercial Production is achieved; and (ii) December 31, 2027, the Company must pay to the Royalty Holder a quarterly amount equal to $500,000 (each, a “ Minimum Payment ”). Minimum Payments will be paid to the Royalty Holder on each three-month, six-month, ninemonth and twelve-month anniversary of the Closing Date (each, a “ Minimum Payment Date ”), provided that if the Cessation Date occurs on a date that is not a Minimum Payment Date, then the final Minimum Payment will be made on the Cessation Date and will be in an amount equal to: (x) $500,000; multiplied by (y) the quotient of the number days elapsed from the most recent Minimum Payment Date to and including the Conversion Date divided by 91.25 days.
(b) The Company will have the option, in its sole discretion, to satisfy its obligation to pay the Minimum Payment, on an applicable Minimum Payment Date, (i) in cash by wire transfer in good immediately available funds, to such bank account as the Royalty Holder may nominate in writing to the Company, (ii) by the delivery of the equivalent value in Qualifying Shares, or (iii) any combination of cash and Qualifying Shares, at a price per Qualifying Share equal to the greater of: (A) a 5% discount to the five (5) day volume weighted average trading price per Qualifying Share on the Exchange on the date which is three Business Days prior to the

applicable Minimum Payment Date; and (B) the maximum permitted discount by the Exchange per Qualifying Share, each based on the Exchange Rate on the date which is three Business Days prior to the Minimum Payment Date. If the Qualifying Shares are not reflected in the register of the Company’s transfer agent as being issued on an applicable Minimum Payment Date, then the Minimum Payment must be made by the Company in cash only (and will be subject to Section 3.7 if such Minimum Payment is not received on the Minimum Payment Date). If the issue of the Qualifying Shares would result in either the Qualifying Parent requiring shareholder approval or the Royalty Holder holding more than 9.9% of the issued and outstanding Qualifying Shares, then, notwithstanding the foregoing, the portion of the Minimum Payment that would cause such threshold to be exceeded must be paid in cash or such other form of payment that the Parties may mutually agree upon. The Company will not be required to deliver fractional Qualifying Shares. If any fractional interest in a Qualifying Share, would, except for the provisions of this Section 3.1(b), be deliverable hereunder, the number of Qualifying Shares to be issued will be rounded down to the nearest whole Qualifying Share.

(c) Prior to issuing any Qualifying Shares to the Royalty Holder, the Company must ensure that any required Exchange approvals have been obtained and all necessary corporate action has been taken to authorize the issue of the Qualifying Shares and, if applicable, the delivery of certificates or DRS advice representing the Qualifying Shares. Upon issuance, the Company must ensure that the Qualifying Shares are validly created and issued as fully paid and non-assessable Common Shares (or if the Qualifying Parent is not the Company, common shares in such Qualifying Parent), and will have been issued in compliance with all applicable Laws and not in violation of or subject to any pre-emptive or similar right that entitles any person to acquire from the Qualifying Parent any securities the Qualifying Parent, which has not been waived.
(d) The Royalty Holder acknowledges that any Qualifying Shares issued hereunder may be subject to the rules of any applicable stock exchange, and the Royalty Holder agrees to comply with all such rules and applicable Laws with respect to the Qualifying Shares. The Royalty Holder acknowledges that the Qualifying Parent will be required to provide to the applicable securities regulatory authorities and any applicable stock exchange the identity and other personal information of the Royalty Holder and its principals and the Royalty Holder hereby agrees thereto.

3.2 Commencement of Commercial Production and Accrual of Payment Obligation

(a) The Company must give notice as soon as reasonably practicable upon the achievement of Commercial Production but in any event not later than five (5) Business Days after such achievement.
(b) Following the first:
(i) Sale by the Company or its Affiliates of Product and receipt of payment therefor; or
(ii) out turn of refined metals by a refinery to the pool account of the Company or its Affiliates in respect of Product,

the Company must calculate and pay the Royalty for each Quarter in accordance with this Section 3.

(c) Where the Sale of Product or the out-turn of refined metals is made on a provisional basis, the amount of the Royalty payable will be based upon the amount of refined metal (or other Product) credited by such provisional settlement, but will be adjusted to account for the amount of refined metal (or other Product) established by final settlement by the Offtaker.
(d) The payment of the Royalty based on a deemed transfer of title to Product transported off the Property that the Company or its Affiliates elects to have credited to or held for its account by an Offtaker will be deemed to be final (subject to Section 3.5) and will not be considered provisional.

3.3 Payments

Except when an election is made by the Royalty Holder under Section 3.4, Royalty payments will be due and payable Quarterly within fifteen (15) days following the end of the Quarter which the obligation to pay the Royalty accrued.

3.4 Election to Receive Payment In Kind

(a) [redacted – commercially sensitive]

3.5 Audit and Adjustments

(a) Without limiting any other provision of this Agreement, to the extent that the Royalty Holder has any reasonable questions regarding the calculation of the Royalty, the Royalty Statement or information provided by an Offtaker, the Company must use commercially reasonable efforts to forthwith provide background information and documentation relating to the same and work in good faith to resolve the Royalty Holder’s questions.
(b) The Royalty Holder must raise any questions relating to the accuracy of the information provided by an Offtaker in any offtake sales documents that is not derived from information provided by the Company, within 60 days of the delivery of such documents in accordance with Section 6.2. If such questions are not resolved within a 60 day period from the date of the question, then the matter will be referred to independent external experts chosen by the Parties, whose assessment will be final and determinative of the accuracy of such information. This Section 3.5(b) will not limit or restrict Royalty Holder’s inspection or audit rights under any other provision of this Agreement, except with respect to the accuracy of the information provided by the Offtaker in offtake sales documents delivered pursuant to Section 6.2 that is not derived from information provided by the Company.
(c) Each Royalty payment will be considered final and in full satisfaction of all obligations of the Company with respect to that payment unless the Royalty Holder gives the Company written notice within two (2) years after receipt by the Royalty Holder of the Royalty Statement (that complies with Section 6.2) that relates to the Royalty payment in question.
(d) The Royalty Holder may, for a period of ninety (90) days after delivering to the Company the notice under Section 3.5(a), upon reasonable notice and at all reasonable times, have the Company’s Books and Records relating to the calculation of the Royalty payment in question audited by an independent firm of

chartered professional accountants or certified public accountants selected by the Royalty Holder.

(e) If an audit conducted in accordance with Section 3.5(d) determines that there has been a deficiency or an excess in the payment made to the Royalty Holder, then such deficiency or excess will be resolved by adjusting the next Royalty payment due. The Royalty Holder may only exercise its audit right once per calendar year unless an audit discloses a deficiency of 3% or more of the amount due to the Royalty Holder is determined to exist, in which case the Company must pay the costs of such audit and the annual limitation on audits will be suspended until such time as three (3) consecutive audits confirm that no deficiencies in the amount due to the Royalty Holder. Failure on the part of the Royalty Holder to make claim on the Company for adjustment within the three (3) year period specified in Section 3.5(a) will establish the correctness of the Royalty payment and preclude the making of claims for adjustment of the Royalty payment.
(f) Notwithstanding the foregoing or any other provision of this Agreement, if the auditor appointed under Section 3.5(d) determines, or finds reason to believe that, fraud or gross negligence may exist in respect of any Royalty payment, then no time limit will preclude the number of audits and adjustments on past Royalty payments, or limit the number of inspections or grants of access pursuant to Section 6.1 in any given calendar year.

3.6 Currency and Wire Transfer

Subject to Section 3.4, all Royalty payments must be made in United States dollars without demand, notice, set-off, or reduction, by wire transfer in good immediately available funds, to such bank account as the Royalty Holder may nominate in writing to the Company from time to time.

3.7 Late Payment

If any Party fails to pay any sum payable by it under or in accordance with this Agreement then that Party must pay interest on that sum (compounded monthly) from the due date for payment until that sum plus accrued interest is paid in full at the rate per annum which is the Interest Rate on the date on which the payment was due calculated daily. The right to require payment of interest under this Section 3.7 is without prejudice to any other rights the non-defaulting Party may have against the defaulting Party under this Agreement, at law, in equity or otherwise.

If the Company is in default of any payment obligation to the Royalty Holder under this Agreement then the Company will automatically, without the Royalty Holder being required to give notice of default, make demand, institute legal or arbitral proceedings or perform any other action, be deemed to be in default of, and in arrears under, this Agreement.

3.8 Security

(a) Until the earlier of (i) December 31, 2027, and (ii) the date upon which Project Financing is obtained (the “ Security Release Date ”), all of the Company’s indebtedness, liabilities and other obligations under this Agreement will at all such times be secured by valid perfected Encumbrances on Collateral in favour of the Royalty Holder which shall be subordinate to (x) Encumbrances in favour of Extract Advisors LLC and other lenders related to Extract Facility and the security provided in connection therewith and (y) customary permitted encumbrances to be agreed

to in the Security Documents, including for avoidance of doubt, Permitted Encumbrances, and in furtherance thereof must deliver or cause to be delivered to the Royalty Holder a general security agreement and debenture in form and substance satisfactory to the Royalty Holder (collectively, the “ Security Documents ”).

(b) For the purpose of protecting or perfecting the Security, the Royalty Holder will be entitled to make any filings required or advisable under applicable personal property security registries, mining recorder offices and land registries, provided that, all security will be automatically released on the Security Release Date and following the Security Release Date the Royalty Holder agrees to promptly discharge, or cause to be discharged, any such filings.

3.9 Disposition of Product and Offtake Agreements

(a) The Company must not dispose of any Product except pursuant to (i) a sale and delivery by the Company to an Offtaker pursuant to an Offtake Agreement, or (ii) a disposition of Product as waste materials in accordance with Section 5.7.
(b) The Company must ensure that all Offtake Agreements are entered into on arm’s length commercial terms, and must include commercially reasonable reporting and payment settlement protocols and provisions that require the delivery of Offtaker settlement sheets and appropriate and separate sampling and assaying so that the Royalty Holder and the applicable Offtaker can determine the grade or content of metals in each delivery to an Offtaker. Without limiting the foregoing or any other provision of this Agreement, in the event of a dispute between the Company and the Offtaker, the Company must ensure that an independent third party assay is prepared (and the results of which are provided to the Royalty Holder) with respect to all Products delivered to each Offtaker.
(c) The Company must take, and must ensure that each of its Affiliates takes, all commercially reasonable steps to enforce its rights and remedies under each Offtake Agreement with respect to any breaches of the terms thereof relating to Products. The Company must notify the Royalty Holder in writing when any dispute in respect of a material matter arising out of or in connection with any Offtake Agreement is commenced and must provide the Royalty Holder with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may be.

3.10 Trading Activities of the Company

(a) The Company and any of its Affiliates will have the right to market and sell refined metals and other Product in any manner it may elect, and will have the right to engage in Trading Activities which may involve the possible physical delivery of Product.
(b) The calculation of Net Smelter Returns will not be affected by, the Royalty will not apply to, and the Royalty Holder will not be entitled or required to participate in, any gain or loss of the Company or its Affiliates in Trading Activities or in the actual marketing or sale of Product delivered pursuant to Trading Activities. In determining the Royalty payable on any Product delivered pursuant to Trading Activities, the Company will not be entitled to deduct from Gross Proceeds any losses suffered by the Company or its Affiliates in Trading Activities.

3.11 Currency Calculations

For the purpose of determining the Gross Proceeds:

(a) all receipts and major disbursements in a currency other than United States dollars must be converted into United States dollars on the day of receipt or disbursement, as the case may be; and
(b) all other disbursements in a currency other than United States dollars must be converted into United States dollars at the average rate for the month of disbursement,

all such conversions being determined using the Bank of Canada noon rates (the “ Exchange Rate ”).

3.12 WSMD Procedures

The Company must use commercially reasonable efforts to ensure that weighing, sampling, moisture determination and assaying procedures (“ WSMD Procedures ”) are conducted in connection with all shipments of Product delivered to and paid for by Offtakers, and that all such WSMD Procedures are conducted in accordance with Good Industry Practice. The Company must provide, or cause to be provided, to the Royalty Holder the required information pursuant to Section 6.2, including, upon request from the Royalty Holder, the Books and Records relevant to the weighing, sampling, moisture determination and assaying of the Product subject to such shipments.

4. CLOSING PROCESS AND CLOSING CONDITIONS

4.1 Closing

The closing for the grant and conveyance of the Royalty and for the payment of the Purchase Price (“ Closing ”) will be done electronically, at 9:00 a.m., Vancouver time, on the third Business Day after the conditions set forth in Sections 4.4 and 4.5 have been satisfied or waived (other than conditions which by their nature can only be satisfied at Closing and are expected to be satisfied at Closing, such as, without limitation, the delivery of legal opinions and other certificates), unless another place, time or date is agreed to in writing by the Parties (such date, the “ Closing Date ”).

4.2 Closing Date Deliveries by the Company

The Company must deliver to the Royalty Holder on the Closing Date:

(a) a certificate of existence, status or good standing for the Company dated no earlier than five days prior to the Closing Date;
(b) a certificate executed by a senior officer of the Company, in form and substance satisfactory to the Royalty Holder, acting reasonably, dated as of the Closing Date, as to (A) the constating documents of the Company, (B) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (C) the names, positions and true signatures of the Persons authorized to sign this Agreement on behalf of the Company;

(c) a certificate executed by a senior officer of the Company, confirming the matters set forth in Section 4.4(b);
(d) the Security Documents duly executed in form and substance satisfactory to the Royalty Holder and its counsel, acting reasonably, together with evidence that all Encumbrances pursuant to the Security Documents have been duly perfected and registered in all jurisdictions required or desired by the Royalty Holder in order to establish the Royalty Holder’s intended priority of Security (subject to Section 3.8(a) in all relevant jurisdictions;
(e) one or more opinions on customary terms, in form and substance satisfactory to the Royalty Holder, acting reasonably, dated as of the Closing Date, from external legal counsel to the Company, including as to the status and capacity of the Company, the due authorization, execution and delivery and the validity and enforceability of the Documents, no conflict with applicable laws and the creation and perfection of the security interests created by the Security Documents;
(f) a title opinion with respect to the Company’s title to the Property, in form and substance satisfactory to the Royalty Holder, acting reasonably; and
(g) a contingent right certificate executed by a senior officer of the Company in the form set out in Schedule F.

4.3 Closing Date Deliveries by the Royalty Holder

The Royalty Holder must deliver to the Company on the Closing Date:

(a) a certificate of existence, status or good standing for the Royalty Holder dated no earlier than five days prior to the Closing Date;
(b) a certificate executed by a senior officer of the Royalty Holder, in form and substance satisfactory to the Company, acting reasonably, dated as of the Closing Date, as to (A) its constating documents, (B) the resolutions of the board of directors of the Royalty Holder authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (C) the names, positions and true signatures of the Persons authorized to sign this Agreement on behalf of the Royalty Holder;
(c) a certificate executed by a senior officer of the Royalty Holder, confirming the matters set forth in Section 4.5(b); and
(d) the Purchase Price, delivered in the manner provided by Section 2.1.

4.4 Closing Conditions in Favour of the Royalty Holder

The conditions to Closing in favour of the Royalty Holder are as follows:

(a) delivery of the items in Section 4.2 has occurred;
(b) as of the Closing Date:
(i) all of the representations and warranties made by the Company in this Agreement as of the Execution Date are true and correct in all material respects (or true and correct in all respects in the case of representations

and warranties that are qualified by materiality) on and as of the Closing Date as if made on such date;

(ii) the Company has performed in all material respects all of its obligations hereunder required to be performed on or prior to the Closing Date;
(iii) the Company obtaining any required approval, consent or acceptance of the Exchange in connection with the execution of this Agreement;
(iv) the Company obtaining any required approval, consent or acceptance of the Ontario Ministry of Mines and Northern Development required in order to create a valid and perfected Encumbrance in the Project Property described in paragraph (f) thereof created or intended to be created pursuant to the Security Documents;
(v) the Company obtaining all other necessary third party consents to the dealings with the Property contemplated by this Agreement including any consent or approval that is required under applicable Law, by virtue of a condition or covenant of any mineral rights forming part of the Property or by the terms of any material agreements;
(vi) no Material Adverse Effect will have occurred since the Execution Date; and
(vii) the Company will have delivered to the Royalty Holder a certificate dated as of the Closing Date of a senior officer, in form and substance satisfactory to the Royalty Holder acting reasonably, confirming the foregoing; and
(c) no provision of any applicable Law or any action by any Governmental Body having competent jurisdiction will prohibit the Closing or adversely affect in any material respect the Royalty Holder’s rights, obligations or benefits under this Agreement, and no judgment, injunction, order or decree issued by any Governmental Body having competent jurisdiction will prohibit the Closing or adversely affect in any material respect the Royalty Holder’s rights, obligations or benefits under this Agreement.

The conditions in this Section 4.4 are for the benefit of the Royalty Holder and cannot be waived or extended unless agreed in writing by the Royalty Holder.

4.5 Closing Conditions in Favour of the Company

The conditions to Closing in favour of the Company are as follows:

(a) delivery of the items in Section 4.3 has occurred;
(b) as of the Closing Date:
(i) all of the representations and warranties made by the Royalty Holder in this Agreement as of the Execution Date are true and correct in all material respects (or true and correct in all respects in the case of representations and warranties that are qualified by materiality) on and as of the Closing Date as if made on such date except as would not have a material adverse effect on the ability of the Royalty Holder to perform it obligations under this Agreement;

(ii) the Royalty Holder has performed in all material respects all of its obligations hereunder required to be performed on or prior to the Closing Date;
(iii) the Company obtaining any required approval, consent or acceptance of the Exchange in connection with the execution of this Agreement;
(iv) the Company obtaining all other necessary third party consents to the dealings with the Property contemplated by this Agreement including any consent or approval that is required under applicable Law, by virtue of a condition or covenant of any mineral rights forming part of the Property or by the terms of any material agreements;
(v) the Royalty Holder will have delivered to the Company a certificate dated as of the Closing Date of a senior officer, in form and substance satisfactory to the Company acting reasonably, confirming the foregoing; and
(c) no provision of any applicable Law or any action by any Governmental Body having competent jurisdiction will prohibit the Closing or adversely affect in any material respect the Company ’ s rights, obligations or benefits under this Agreement, and no judgment, injunction, order or decree issued by any Governmental Body having competent jurisdiction will prohibit the Closing or adversely affect in any material respect the Company ’ s rights, obligations or benefits under this Agreement.

The conditions in this Section 4.5 are for the benefit of the Company and cannot be waived or extended unless agreed in writing by the Company.

4.6 Co-operation

Each Party must at its own cost use its reasonable efforts and co-operate with the other Party to procure satisfaction of the conditions in Sections 4.4 and 4.5 as quickly as possible.

4.7 Non-Satisfaction

If any condition in Sections 4.4 or 4.5 is not satisfied or waived by the Outside Date, then a Party whose benefit that condition is for may:

(a) by notice to the other Party terminate this Agreement; or
(b) extend the Outside Date with the written consent of the other Party on one or more occasions.

4.8 Rights on Termination

If this Agreement is terminated under Section 4.7 then, in addition to any other rights, powers or remedies provided by Law:

(a) this Agreement will be at an end; and
(b) each Party is released from its obligation to further perform this Agreement except under those provisions imposing on it obligations of confidentiality.

5. OPERATION OF THE PROPERTY

5.1 Company to Determine Operations

Except as otherwise provided in this Agreement, any decision concerning methods, the extent, times, procedures and techniques of any:

(a) exploration, development and mining related to the Property;
(b) leaching, milling, processing or extraction treatment;
(c) materials to be introduced on or to the Property or produced from the Property and all decisions concerning the sale or disposition of Product from the Property; and
(d) operations or continuance of operations of the Property or any portion thereof, including with respect to closure and care and maintenance,

must be made by the Company in accordance with Good Industry Practice in the relevant circumstances. The Company must notify the Royalty Holder in writing if it is considering or intends to suspend or cease mining on the Property.

5.2 Performance of Mining Operations

The Company must ensure that all exploration, construction, development and mining operations and other activities in respect of the Property will be performed in a commercially reasonable manner in compliance, in all material respects, with applicable Laws, Authorizations and in accordance with Good Industry Practice, and on the same basis as if the Company retained full economic interest in all Product and refined metals.

5.3 Compliance with Applicable Laws

The Company must comply, and must cause all operations and activities conducted at, on or in respect of the Property to comply, with all applicable Laws and all Authorizations, in all material respects.

5.4 Reclamation Obligations

The Company must timely perform, pay and observe, or cause to be performed, observed and paid, any and all material liabilities and obligations required by any applicable Laws, Authorizations or by any Governmental Body having jurisdiction for the reclamation, restoration or closure of any facility or land used in connection with the Company’s or its Affiliates operations or activities at, on or in respect of the Property or required under this Agreement, in all material respects. The Company must not undertake, cause, suffer, or permit any condition or activity at, on or in the vicinity of the Property which constitutes or results in a material violation of Environmental Laws. If any of the Company or its Affiliates (a) fail to comply in any material respect with Environmental Laws or (b) undertakes any activity giving rise to material liability under Environmental Laws (except as permitted or authorized by any Authorization or by applicable Law), to the greatest extent practicable the Company must promptly remedy and correct such failure to comply, satisfy such liability and otherwise take all commercially reasonable action to cure (whether through remediation, payment of penalties or otherwise) such non-compliance or liability and satisfy all obligations in connection with such material liability.

5.5 Stockpiling

The Company may temporarily stockpile any Product from the Property at such place or places as the Company may elect. In the event that the Company stockpiles or holds inventory of any Product:

(a) it must ensure security for the site where such Product is stockpiled in accordance with Good Industry Practice, and
(b) prior to stockpiling, storing or placing Product off the Property, the Company must enter into a written irrevocable agreement with the property owner where such stockpiling, storage or placement is to occur providing, among other things, that: (i) the Royalty Holder’s rights in respect of the Product pursuant to the Royalty and this Agreement will continue in full force and effect notwithstanding the Product’s removal from the Property; (ii) the Royalty Holder’s rights in respect of the Product will be the same as if the Product had never been removed from the Property; (iii) the Royalty Holder’s rights in and to such Product will have precedence over any rights to the Product of such property owner, as well as the creditors of such property owner; and (iv) the Royalty Holder’s rights in respect of the Product pursuant to the Royalty and this Agreement will otherwise be preserved.

5.6 Commingling

Commingling of Product from the Property with other ores, doré, concentrates, precipitates, or other intermediate products, metals, minerals or mineral by-products produced elsewhere (“ Other Source Product ”) is permitted, as long as:

(a) reasonable and customary procedures are established (which are consistent with Good Industry Practice) for the weighing, sampling, assaying and other measuring or testing necessary to fairly allocate valuable metals contained in such Product and in the Other Source Product (“ Commingling Plan ”) such Commingling Plan to ensure the division of Other Source Product and Product for the purposes of determining the quantum of valuable metals;
(b) a royalty equal to the current Royalty Percentage of net smelter returns on all Other Source Product (“ OSP Royalty ”), calculated and paid in the same manner as the Net Smelter Returns and the Royalty is calculated and paid under this Agreement, must be calculated and paid by the Company to the Royalty Holder until such time as 1,500,000 ounces of Refined Gold from Product and Other Source Product combined has been Sold and the Royalty and, if applicable, the OSP Royalty has been paid on such ounces;
(c) representative samples of the Product must be retained by the Company and assays (including moisture and penalty substances) and other appropriate analyses of these samples must be made before commingling to determine gross metal content of the Product and the Company must retain such analyses for a reasonable amount of time, but not less than 36 months, after receipt by the Royalty Holder of the Royalty paid/credited with respect to such commingled Product from the Property; and
(d) the amount of valuable metals contained in such Product and in the Other Source Product are capable of being accurately verified by audit under Section 3.5.

5.7 Tailings

All tailings, residues, waste rock, spoiled leach materials, and other materials (collectively, “ Materials ”) resulting from the Company’s operations and activities on the Property will remain subject to the Royalty should the Materials be processed or reprocessed, as the case may be, in the future and result in the production and Sale or other disposition of Product. Notwithstanding the foregoing, the Company will have the right to dispose of Materials from the Property on or off of the Property and to commingle the same with waste materials from other properties without such Materials being subject to the Royalty, provided that there is no reasonable expectation of such Materials being processed resulting in the production of valuable metals. For any Sale of Materials where there is reasonable expectation of the production of the valuable metals contained therein, such Materials will be subject to the Royalty and the Parties will use commercially reasonable methods in accordance with Good Industry Practices to determine the amount of the valuable metals in such Material.

5.8 Reacquisition of Property

If the Company or any Affiliate surrenders, allows to lapse or otherwise terminates its interest in the Property or any part of the Property and reacquires a mineral right or a direct or indirect interest in mineral rights in respect of the land covered by the former Property, then the Royalty will apply to such mineral right or interest so acquired and such right or interest will thereafter become part of the Property. The Company must give written notice to the Royalty Holder within five (5) Business Days of any acquisition of such mineral right or interest, as applicable and, to the extent not already registered, on demand of the Royalty Holder and to the extent permitted by applicable Law, must register at the relevant public registry, this Agreement, or a memorandum of this Agreement, against the mineral right or interest referred to above, as applicable.

5.9 Change of Offtaker

The Company must give written notice to the Royalty Holder within ten (10) Business Days of any change of an Offtaker to be used by the Company.

5.10 Force Majeure

If the Company is, or could reasonably be anticipated to be prevented from or delayed in achieving Commercial Production by the Commercial Production Expiry Date by an Event of Force Majeure, then as soon as possible after the Event of Force Majeure occurs, the Company must:

(a) notify the Royalty Holder of full particulars of:
(i) the Event of Force Majeure;
(ii) the effect of the Event of Force Majeure on the development and construction of the Project;
(iii) the anticipated period of delay, including any consequential delay to the Project development timeline;
(iv) the action (if any) the Company and/or its Affiliates intends to take to mitigate or remove the effect and delay; and

(b) promptly and diligently act to mitigate or remove the Event of Force Majeure and its effect.

Provided that the Company complies with the foregoing, the Commercial Production Expiry Date will be extended for the same period the Event of Force Majeure continues (taking into consideration any consequential delays to the Project development timeline). Upon the cessation of the Event of Force Majeure, the Company must immediately give notice in writing to the Royalty Holder of that fact and specify the anticipated timing of when any consequential delay to the Project will end.

6. RECORDS, ACCESS AND REPORTING

6.1 Records and Access

The Company must:

(a) keep true, accurate and complete Books and Records in accordance with IFRS and as amended, supplemented or replaced from time to time to enable the Royalty to be calculated in accordance with this Agreement;
(b) permit the Royalty Holder, after it has given reasonable Notice to the Company, to inspect at the Company’s premises and at all reasonable times and with access to the Company’s relevant personnel, the Books and Records referred to in Section 6.1(a) make and take away with it copies of such Books and Records for the sole purpose of verifying the calculation and payment of the Royalty, except to the extent that the Company is restricted from doing so pursuant to the confidentiality restrictions in any agreements included in the Book and Records despite using its commercially reasonable efforts to obtain consent to disclosure from the counterparty thereto (other than Offtake Agreements or any documents prepared or delivered thereunder, or any other agreement or document that is required to determine and/or verify the calculation of the Net Smelter Returns and the Royalty, which must be provided by the Company to the Royalty Holder); and
(c) permit the Royalty Holder to enter the Property at its own cost and risk for the purpose of inspecting the area and operations in it, as long as the Royalty Holder does not unreasonably hinder the Company’s operations on the Property and complies with the Company’s instructions, procedures and directions, including in relation to health and safety and site inductions,

provided that the Royalty Holder shall not exercise such rights provided for in Sections 6.1(b) or 6.1(c), in each case, more often than once in any calendar year absent a breach or default of this Agreement by the Company which is continuing or a deficiency or material discrepancy identified during the previous such inspection or review by the Royalty Holder.

6.2 Royalty Statements

At the same time as paying each Royalty payment under Section 3.3 or, if the Royalty Holder has elected to receive the Royalty in kind under Section 3.4, the Company must provide to the Royalty Holder a report setting out in reasonable detail the following information (“ Royalty Statement ”):

(a) the quantity, type and grade of Product extracted during that Quarter;

(b) the quantity, type and grade of Product that has been processed during that Quarter and the location of the relevant facilities;
(c) the quantity, type and grade of all Product that has been Sold during that Quarter;
(d) the quantity and type of Product held or unsold during that Quarter;
(e) the quantity and type of Product that has been processed and are in a form that is saleable without being sold for longer than the inventory period where the inventory period has ended during that Quarter;
(f) the Royalty for that Quarter and details of the Gross Proceeds during the Quarter, details on the Average Product Prices determined as provided in this Agreement and proceeds of Sale for other Product) and Allowable Deductions underlying the calculation of the Royalty;
(g) the cumulative total of Royalty payments paid to the Royalty Holder under this Agreement (including the payment under Section 6.2(f));
(h) other pertinent information as agreed to the Parties acting reasonably in sufficient detail to explain the calculation of the Royalty payment or credit.

The Company must also provide any such other supporting information relating to the calculation of Net Smelter Returns and the Royalty as the Royalty Holder may reasonably request, including refining invoices, weights, assays and other offtake sales documents, including all documentation prepared by or sent to the Offtaker and, as applicable, any umpire, in connection with every shipment of Product to an Offtaker. The Company will use reasonable efforts to provide such supporting information within ten (10) Business Days of the Royalty Holder’s request.

6.3 Annual Reports

(a) Prior to the commencement of mining within the Property, the Company must provide to the Royalty Holder an annual report on or before sixty (60) days after the last day of each fiscal year of the Company, which sets out the following in reasonable detail:
(i) the work carried out by or on behalf of the Company on or in respect of the Property during that year;
(ii) an update of the Company’s proposed drilling and exploration activities on the Property during the next year including the amount and a description of exploration expenditures;
(iii) a status report on the development (including permitting) activities for the year and a report on any material issues or departures from the applicable Development and Mine Plan as was in effect on the first day of the year;
(iv) an update of the Development and Mine Plan expenditure and budget, which includes updated Mineral Resources and Mineral Reserves and forecasted production;
(v) prices used by the Company or its Affiliates for short term and long term planning purposes with respect to the Property;

(vi) to the knowledge of the Company, details of any material violation of Law;
(vii) details of any material First Nations or local community disputes or issues that have occurred on the Property or in respect of the Project; and
(viii) [redacted – commercially sensitive information].
(b) From the commencement of the payment of the Royalty, (pursuant to Section 3.2(a)), the Company must provide to the Royalty Holder an annual report on or before sixty (60) days after the last day of each fiscal year of the Company, which sets out the following in reasonable detail:
(i) types, tonnes and grade of Product produced;
(ii) types, tonnes and grade of Product stockpiled;
(iii) the names and addresses of each Offtaker to which Product was delivered during the year;
(iv) with respect to the processing facilities, the types, tonnes and grade of Product processed; recoveries and grades for Product;
(v) the amount of Product, produced or processed during such year, but not delivered to an Offtaker by the end of such year;
(vi) the payment/credit to the Royalty Holder and/or estimated payment/credit to the Royalty Holder referred to in Section 6.3(b)(v) on account of the Royalty;
(vii) a reconciliation between any estimated payment/credit specified in an Annual Report pursuant to Section 6.3(b)(vi) for a preceding year and the final payment/credit;
(viii) an update of the Development and Mine Plan expenditure and budget, which includes updated Mineral Resources and Mineral Reserves and forecasted production;
(ix) variances from projected operating and capital expenditures and details of any actual or expected adverse impact on development or production or recovery of valuable metals in Product compared to the Development and Mine Plan applicable to such year, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters;
(x) a reconciliation of resource model, mine grade control and process facilities;
(xi) to the knowledge of the Company, details of any material violation of Law;
(xii) details of any material First Nations or local community disputes or issues that have occurred on the Property or in respect of the Project; and
(xiii) [redacted commercially sensitive information].

6.4 Annual Forecast

The Company must provide to the Royalty Holder an annual forecast report on or before thirty (30) days prior to the last day of each fiscal year of the Company, including with reasonable detail a forecast, based on the current Development and Mine Plan, as applicable, of the quantity of Refined Gold, Refined Silver and other Product expected to be produced during such fiscal year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis and other matters, including:

(a) the amount and a description of planned development, operating and capital expenditures;
(b) a review of the planned exploration activities for the year, including the amount and a description of planned exploration expenditures;
(c) types, tonnes and grade of Product to be mined;
(d) types, tonnes and grade of Product to be stockpiled; and
(e) with respect to the processing facilities, the types, tonnes and grade of Product to be processed; expected recoveries and grades for Product.

6.5 Mineral Resources or Mineral Reserves

If the Company establishes a Mineral Resource or Mineral Reserve on the Property, the Company must provide to the Royalty Holder the reports pertaining to such Mineral Resource or Mineral Reserve as soon as reasonably practicable, unless such report is made publicly available via SEDAR or another similar reporting mechanism.

6.6 Project Development and Financing Arrangements

Until the date the Company completes Project Financing, the Company must keep the Royalty Holder reasonably apprised on a prompt basis of the progress and components relating to the Company’s proposed development and financing arrangements relating to the Project.

6.7 Development and Mine Plans

The Company must promptly deliver to the Royalty Holder a copy of the current Development and Mine Plan, as applicable, for the Project taken as a whole. If, at any time, any such Development and Mine Plan is subject to an amendment, within 15 days after such amendment or amendments are approved by the board of directors of the Company, the amended Development and Mine Plan must be provided by the Company to the Royalty Holder.

6.8 Other Reporting Obligations and Notices

The Company must deliver to the Royalty Holder:

(a) on or before the 25th day after the end of each calendar month, monthly operating and capital reports as provided to the management of the Company (or its ultimate parent company);

(b) promptly after the Company has knowledge or becomes aware thereof, any material changes to the list of the mineral rights comprising the Property;
(c) promptly following receipt, a copy of any notice of default, termination or enforcement action under any material contract or the occurrence of any other material event in respect of the Property or the Project which could have a Material Adverse Effect;
(d) promptly after the Company has knowledge or becomes aware thereof, written notice of all material actions, suits and proceedings before any Governmental Body or arbitrator, pending or threatened, against or directly affecting the Project or the Property, including any material actions, suits, claims, notices of violation, hearings, investigations or proceedings with respect to the ownership, use, maintenance and operation of the Project or the Property, including those relating to Environmental Laws;
(e) promptly after the Company has knowledge or becomes aware thereof, written notice of any other material condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect, including any force majeure event, labour or civil disruption, actual or threatened material legal action, actual or threatened withdrawal of any material permit or third-party approval, any material human rights, community, health and safety, other social, animal welfare, conservation, other environmental, or corporate governance controversies or initiatives or any change in law materially impacting the Property or Project; and
(f) within 90 days of the end of each fiscal year and to the extent prepared by management, its unaudited, unconsolidated financial statements and to the extent prepared and delivered to any lender or other third party, its audited unconsolidated financial statements.

To the extent any of the foregoing information is published publicly on the Company’s SEDAR profile or website, such publication shall constitute provision of such information to the Royalty Holder.

7. INDEMNITY

7.1 Indemnity

The Company must indemnify and keep indemnified the Royalty Holder, its Affiliates, and their respective directors, officers, employees and agents and their successors and assigns (each an “ Indemnified Party ”) for, from and against any Claim, that may be made or brought against an Indemnified Party or which an Indemnified Party may sustain, pay or incur that arise out of or in connection with:

(a) any breach or inaccuracy of any representation or warranty of the Company contained in this Agreement, including the representations and warranties set forth in Schedule D hereto, as the case may be, or in any document, instrument or agreement delivered pursuant hereto or thereto;
(b) any breach, including breach due to non-performance, by the Company of any covenant or agreement to be performed by the Company contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto or thereto;

(c) development or operations conducted on or in respect of the Property including the mining, handling, transportation, smelting or refining of Product or the handling or transportation of Product, local community relations, security and risk management or permitting;
(d) any actual or threatened withdrawal by any Governmental Body of any Authorization under Environmental Laws which is necessary for the construction or operation of the Project, or any actual or threatened challenge by any Person to any Authorization under Environmental Laws which is necessary for the development or operation of the Project, arising as a result of the Company’s failure to comply with terms of such Authorization;
(e) any breach or non-compliance with applicable Law including Environmental Law;
(f) the physical environmental condition of the Project and matters of health and safety related thereto or any action or claim brought with respect thereto (including conditions arising before the Execution Date); or
(g) any Hazardous Substances on, in or under the Property or the soil, sediment, water or groundwater forming part of the Property, whether in the past, present or future, or any Hazardous Substances on any other lands or areas having originated or migrated from the Property or the soil, sediment, water or groundwater forming part of the Property.

7.2 Enforcement of Indemnity

It is not necessary for an Indemnified Party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.

7.3 Survival of Indemnity

The indemnity in Section 7.1 is a continuing obligation, separate and independent from other obligations and will not be discharged by any one payment or act and will survive expiration or earlier termination of this Agreement.

8. MAINTENANCE OF EXISTENCE AND TITLE

8.1 Maintenance of Existence

The Company must at all times do or cause to be done all things necessary to maintain its corporate or other entity existence and to obtain and, once obtained, maintain all Authorizations necessary to carry on its business and own its assets in each jurisdiction in which it carries on business or in which its assets are located.

8.2 Title Maintenance and Taxes

Subject to Section 8.3, the Company must:

(a) not do or permit to be done, anything that may prejudice the Property or render the Property, or any interest in the Property, liable for forfeiture;
(b) maintain title to the Property, including paying, when due, all taxes, duties or other payments on or with respect to the Property and doing all things and making any payments required by applicable Law or appropriate and permitted by applicable

Law to maintain the right, title and interest of the Company and the Royalty Holder, respectively, in the Property and under this Agreement;

(c) perform all required assessment work (whether statutory or contractual), pay all maintenance fees and make such filings and recordings on the Property as are necessary to maintain title to the Property in accordance with applicable Law;
(d) comply with all of the conditions and requirements contained in or relating to the mineral rights comprising the Property;
(e) without limiting Sections 8.2(a) to 8.2(d) (inclusive), consistent with Good Industry Practice use its best efforts to obtain, renew, maintain, comply with and keep in good standing all Authorizations required or necessary (whether under applicable Law or otherwise) for:
(i) ownership of the Property;
(ii) access to the Property;
(iii) surface rights and water rights;
(iv) exploration and development of the Property; and
(v) mining and mineral processing operations on the Property; and
(f) except for Abandonment Property notified to the Royalty Holder under Section 8.3(a), do whatever is necessary for procuring the renewal and good standing of each mineral right comprising the Property according to the Law in force in the jurisdiction where the Property is located prior to the date on which each such mineral right lapses or expires including paying, in a timely manner, all fees, submitting all forms and expending any funds or paying any penalties required for the maintenance of the Property in good standing.

8.3 Abandonment

(a) If the Company intends to relinquish, surrender, abandon or allow to lapse any part or all of the Property (“ Abandonment Property ”), then the Company must give Notice of such intention to the Royalty Holder at least twenty (20) Business Days in advance of the proposed date of relinquishment, surrender, abandonment or lapse (“ Abandonment Date ”), together with details of the Abandonment Date and details of any Encumbrance on the Abandonment Property created by, through or under the Company.
(b) The Royalty Holder will have a period of ten (10) Business Days from receipt of the Notice given pursuant to Section 8.3(a) to elect by Notice to the Company to take a transfer of the Abandonment Property, which transfer will be on an “as is” basis for a total consideration equal to $10. If the Royalty Holder elects to take a transfer of the Abandonment Property, then the Company must thereafter use its commercially reasonable efforts to do all acts and things to transfer the Abandonment Property to the Royalty Holder (or a nominee Affiliate of the Royalty Holder) and to have the Abandonment Property recorded or registered in the name of the Royalty Holder or a nominee Affiliate of the Royalty Holder. The Company must use its commercially reasonable efforts to obtain all approvals and consents required by any third person or Governmental Body to effect such transfer and

assign all existing surface rights, water use rights, mining and environmental permits related to the Abandonment Property. All costs and expenses charged by any third person or Governmental Body to, and paid by, the Company in connection with the transfer of the Abandonment Property under this Section 8.3(b) will, upon submission to the Royalty Holder of invoices and other documents which record or are evidence of payment by the Company of such costs and expenses, be reimbursed (without mark up or margin) by the Royalty Holder to the Company.

(c) If the Royalty Holder does not give Notice to the Company within the period of ten (10) Business Days referred to in Section 8.3(b), electing to take a transfer of the Abandonment Property, then, the Company may relinquish, surrender, abandon or allow to lapse the Abandonment Property on the Abandonment Date and will thereafter have no further obligation to maintain the title to the Abandonment Property.
(d) The Company must not relinquish, surrender, abandon or allow to lapse or expire, the Property or any part of the Property for the purpose of permitting any third person to acquire such Property or to otherwise avoid payment of the Royalty and if the Company or an Affiliate or agent of the Company acquires any Abandonment Property, then the calculation of the Royalty will include all Product derived from or relating to such Abandonment Property.
(e) For greater certainty, if, for any reason, the Property or any part of the Property which is proposed to be relinquished, surrendered, abandoned or allowed to lapse by the Company, is not relinquished, surrendered, abandoned, allowed to lapse or assigned to the Royalty Holder in accordance with this Section 8.3, then the:
(i) Royalty will continue to be payable on such Property; and
(ii) the Company will not proceed with any relinquishment, surrender, abandonment or lapse of such Property without again complying with the provisions of this Section 8.3 and so on from time to time.

8.4 Grant of Encumbrances

(a) Except as permitted in Section 8.4(b), the Company covenants in favour of the Royalty Holder that it will not grant any Encumbrance over the Property other than Permitted Encumbrances.
(b) The Parties agree that the Company may grant a Permitted Mortgage to a Permitted Mortgagee provided that the Permitted Mortgagee agrees in advance in writing in favour of the Royalty Holder:
(i) that it acknowledges the existence of the Royalty and the intention and agreement between the Parties that the Royalty constitutes an interest in and covenant running with the land;
(ii) not to challenge the validity, enforceability of, or compliance with, the Royalty or this Agreement;
(iii) to be bound by and subject to the terms of this Agreement if such Permitted Mortgagee takes possession of or forecloses on all or part of the Property; and

(iv) to obtain an agreement in writing in favour of the Royalty Holder from any subsequent purchaser, lessee, assignee or transferee of such Permitted Mortgagee that such subsequent purchaser, lessee, assignee or transferee will be bound by the terms of this Agreement including, without limitation, this Section 8.4.

9. INSURANCE MATTERS

9.1 Maintenance of Insurance

The Company must ensure that insurance is maintained with reputable insurance companies with respect to the Property and the operations conducted at, on and in respect thereof against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar operations in Canada. Without limiting the foregoing, such insurance must include workers compensation insurance in amounts required by applicable Laws and commercial general liability insurance.

9.2 Shipment of Product

The Company must ensure that each shipment of Product is adequately insured in such amounts and with such coverage as is customary in the mining industry, until the time that risk of loss and damage for such Product is transferred to the Offtaker.

9.3 Notice of Loss or Damage

The Company must promptly provide the Royalty Holder with written notice of any material loss or damage suffered to the Property or any Product and whether the Company or any of its Affiliates plan to make any insurance claim with respect to such material loss or damage.

10. REPRESENTATIONS AND WARRANTIES

10.1 Royalty Holder Representations and Warranties

The Royalty Holder, acknowledging that the Company is entering into this Agreement in reliance thereon, hereby makes the representations and warranties to the Company as set out in Schedule C as at the Execution Date.

10.2 Company Representations and Warranties

The Company, acknowledging that the Royalty Holder is entering into this Agreement in reliance thereon, hereby makes the representations and warranties to the Royalty Holder as set out in Schedule D as at the Execution Date.

10.3 Survival

The representations and warranties given and made by the Parties as set out in Schedule C and Schedule D will continue and will be of full force and effect for a period of two (2) years after the Execution Date, except for the Company’s Fundamental Representations which will survive indefinitely for the maximum period allowed by applicable Law.

11. ASSIGNMENT

11.1 Assignment by the Royalty Holder

[redacted – commercially sensitive information]

11.2 Assignment by the Company

The Company may assign all or any interest in the Property as long as:

(a) the Royalty Holder consents to the assignment (such consent not to be unreasonably withheld), except in the case of a Change of Control if the Company is a publicly listed company or an assignment to an Affiliate in which case, if practicable, the Company shall provide the Royalty Holder with at least twenty (20) days prior written notice of the assignment;
(b) to the extent the Company no longer will have a 100% direct interest in the Property, the assignee, the Royalty Holder and the Company have entered into a deed or other instrument (on terms satisfactory to the Royalty Holder, acting reasonably) under which the assignee covenants to be bound by the terms and conditions of this Agreement (and if the assignment is for a partial interest, on a joint and several basis with the Company);
(c) prior to the Security Release Date, the assignee must covenant to be bound by the terms of such Security in a form acceptable to the Royalty Holder (and if the assignment is for a partial interest, on a joint and several basis with the Company); and
(d) the assignee acquiring all or any interest in the Property (whether directly or indirectly) is not a Restricted Person.

If the Company has not complied with this Section 11.2 in relation to an assignment of all or any interest in the Property, then the Company will remain liable to the Royalty Holder with respect to the Royalty notwithstanding that the assignment occurred and any such assignment will be void and ineffective as between the Royalty Holder and the Company; provided that the foregoing will not diminish or preclude any Claim that the Royalty Holder may have against the Company or any assignee.

11.3 Assign

For the purposes of this Section 11, “assign” and inflexions of “assign” means to transfer, sell, assign or otherwise dispose of in any manner whatsoever, including indirect transfers through a Change of Control.

12. CONFIDENTIALITY

12.1 Confidentiality

(a) Subject to Section 12.1(b), each Party covenants with the other that it will keep confidential the terms of this Agreement and all information (whether in tangible, electronic or other form) provided or disclosed to a Party by reason of the operation of this Agreement, including any information regarding a Party’s Affiliates (“ Confidential Information ”).

(b) Each Party undertakes that neither it, its Affiliates or their respective directors, officers, employees, agents, representatives or contractors will, without the prior written consent of the other Party, disclose any Confidential Information to any third Person unless:
(i) the disclosure is expressly permitted by this Agreement;
(ii) the information is already in the public domain (unless it entered the public domain because of a breach of this Section 12.1 by the Party);
(iii) the disclosure is made on a confidential basis to the Party’s officers, employees, agents, financiers or professional advisers, and is necessary for the Party’s business;
(iv) the disclosure is necessary to comply with any applicable Law, or an order of a court or tribunal;
(v) subject to Section 12.1(c), the disclosure is necessary for a Party or its Affiliates to comply with a directive or request of any Governmental Body, securities regulator or stock exchange (whether or not having the force of law) so long as a responsible person in a similar position would comply;
(vi) subject to Section 12.1(c), the disclosure is necessary or desirable to obtain an authorization from any Governmental Body, securities regulator or stock exchange;
(vii) the disclosure is necessary in relation to any discovery of documents, or any proceedings before an arbitrator, court, tribunal, other Governmental Body, securities regulator or stock exchange; or
(viii) the disclosure is made on a confidential basis to a prospective assignee or financier of the Party, or to any other person who proposes to enter into contractual relations with the Party and agrees to keep the disclosure confidential in accordance with this Section 12.1.
(c) Before disclosing any Confidential Information to a Governmental Body or securities regulator in accordance with sections 12.1(b)(v) or 12.1(b)(vi), the disclosing Party must, to the extent permitted by applicable Law, provide the other Party with a draft of the proposed disclosure for its consideration and comment.

12.2 Announcements

The Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and coordinate, any first time public notices, press releases, and any other publicity concerning the existence of, or any changes to, this Agreement, or the interpretation or expected application of any terms of this Agreement and none of the Parties or its Affiliates shall act in this regard without reasonable prior consultation with the other Parties, unless such disclosure is required to meet timely disclosure obligations of such Parties or their Affiliates under applicable Law in circumstances where prior consultation with the other Parties is not practicable, and a copy of such disclosure shall be provided to the other Parties at such time as it is made publicly available. For greater certainty, this Section 12.2 does not apply to announcements regarding normal course matters which are merely referenced by this Agreement, for example (but not limited to) disclosure of operating activities and quarterly production statistics.

12.3 Filing of Agreement

Each Party agrees that if a Party or any of its Affiliates is required to file a copy of this Agreement in any public registry, filing system or depository, including, in order to comply with applicable Law, it shall notify the other Party of such requirement within two Business Days of the Execution Date, and the Parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with such applicable Laws before it is filed in any such registry, filing system or depository.

13. DISPUTE RESOLUTION

13.1 Disputes

Any dispute, controversy or claim in relation to this Agreement, including the existence, interpretation, validity, performance or breach of this Agreement or any matter arising under this Agreement, including whether any matter is subject to arbitration or this Section 13 (“ Dispute ”) must be resolved in accordance with the provisions of this Section 13.

13.2 Dispute Notices and Dispute Representatives

(a) In the event of any Dispute between the Parties, a Party may give to the other Party a notice (“ Dispute Notice ”) specifying the Dispute and requiring its resolution under this Section 13.
(b) If the Dispute is not resolved within ten (10) Business Days after a Dispute Notice is given to the other Party, then each Party must nominate one (1) representative from its senior management to resolve the Dispute (each, a “ Dispute Representative ”), who must negotiate using their respective commercially reasonable efforts to attain a resolution of the Dispute.

13.3 Arbitration

(a) If a Dispute has not been resolved by the Dispute Representatives under Section 13.2(b) within ten (10) Business Days of the date of referral of the Dispute to the Dispute Representatives or such longer period of time as agreed, then if a Party requires a binding resolution of the Dispute that Party must, by notice to the other Party, submit the Dispute to arbitration for final resolution in accordance with the remaining provisions of this Section 13.
(b) The Parties agree that:
(i) any Dispute will be finally resolved by arbitration conducted in accordance with the then current Rules of Arbitration of the ICC (“ ICC Rules “);
(ii) the seat or legal place of the arbitration will be Toronto, Canada and the language of the arbitration will be English;
(iii) all arbitral proceedings will be private and confidential and may be attended only by the arbitrators, the Parties and their representatives, and witnesses to the extent they are testifying in the proceedings;
(iv) any Dispute must be heard and determined by three (3) arbitrators and each Party must, within ten (10) Business Days after commencement of the arbitration, select one (1) person to act as arbitrator. The two (2)

arbitrators so selected must, within five (5) Business Days of their appointment, select a third arbitrator who will serve as the chairperson of the arbitral panel;

(v) each arbitrator must be a senior practicing lawyer and a disinterested person who has no connection with either Party or the performance of this Agreement and must be qualified by education, training and experience to hear and determine matters in the nature of the Dispute;
(vi) if a Party fails to appoint an arbitrator as required under section 13.3(b)(iv), or if the arbitrators selected by the Parties are unable or fail to agree upon a third arbitrator within five (5) Business Days of their appointment, then that arbitrator will be selected and appointed in accordance with the ICC Rules;
(vii) if an arbitrator dies, resigns, refuses to act, or becomes incapable of performing his or her functions as an arbitrator, then the ICC may declare a vacancy on the panel and the vacancy will be filled by the method by which that arbitrator was originally appointed;
(viii) the arbitral panel may determine all questions of law and jurisdiction (including questions as to whether or not a Dispute is arbitrable) and all matters of procedure relating to the arbitration;
(ix) any award or determination of the arbitral panel will be final and binding upon the Parties in respect of all matters relating to the arbitration, the procedure, the conduct of the Parties during the proceedings and the final determination of the issues in the arbitration; and
(x) there will be no appeal from any award or determination of the arbitral panel to any court and judgment on any arbitral award may be entered in any court of competent jurisdiction.
(c) No arbitration proceeding may be commenced under this Section 13 unless commenced within the time period permitted for actions by the applicable statute of limitations.
(d) Notwithstanding the foregoing, either Party may apply to a court of competent jurisdiction for an interim measure of protection, or for any order for equitable relief explicitly provided for in this Agreement which the arbitrator does not have the jurisdiction to grant.

13.4 Performance of Obligations During Dispute

To the extent permitted by the nature of the Dispute, during the existence of any Dispute the Parties must continue to perform their respective obligations under this Agreement without prejudice to their position in respect of such Dispute, unless the Parties otherwise agree.

14. NOTICE

14.1 Form of Notice

Any notice, consent, demand or other communication in relation to this Agreement (“ Notice ”) must be:

(a) in writing;
(b) delivered by hand or by prepaid, registered or certified mail or courier to the address, or if sent electronically as an attachment to an email to the email or other internet address for each Party.

14.2 Delivery

(a) A Notice is effective:
(i) if delivered by hand, on the date it is delivered to the addressee;
(ii) in the case of delivery by mail, five (5) Business Days after the date of posting (if posted to an address in the same country) or ten (10) Business Days after the date of posting (if posted to an address in another country);
(iii) if couriered, on the date on which the courier confirms delivery; or
(iv) if sent electronically, at the time which is 12 hours from the time the email was sent, unless a later time is specified in the Notice.
(b) A Notice received after 5pm in the place of receipt is taken to be received on the next Business Day in the place of receipt.
(c) An email does not itself constitute a Notice but a Notice may be transmitted as an attachment to an email.

14.3 Address for Notice

(a) Each Party’s address and email address will be as specified below or as notified in writing from time to time to the other Party:

(i) in the case of the Company: Attention: Chief Financial Officer Address: 130 King Street West, Suite 3680, Box 99 Toronto ON M5X 1B1 Email Address: [redacted]

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

Attention: Jay King and Alex Pizale Address Cassels Brock & Blackwell LLP 2100 – 40 King Street W Toronto ON M5H 3C2

Email Address: [email protected] and [email protected]

(ii) in the case of the Royalty Holder: Attention: [redacted] Address: [redacted] Email Address: [redacted]

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

Attention: Johanna Fipke Address Fasken Martineau DuMoulin LLP 2900 – 550 Burrard Street Vancouver BC V6C 0A3 Email Address: [email protected]

(b) A Party may, from time to time, notify the other Party in writing of any change to its details in Section 14.3.

15. MISCELLANEOUS

15.1 Costs and Outlays

Except as otherwise provided for in this Agreement and subject to the following provisions of this Section 15.1, all costs and expenses incurred by a Party will be for its own account. The Company must pay to the Royalty Holder on demand all reasonable and documented costs and expenses of the Royalty Holder and its agents, counsel, and any receiver or receiver-manager appointed by them or by a court (including all fees, expenses and disbursements of legal counsel) in connection with this Agreement and the documents contemplated hereunder, including: (a) the preparation, negotiation, and completion of this Agreement and the other documents contemplated hereunder or any actual or proposed amendment or modification thereof or any waiver thereunder and all instruments supplemental or ancillary thereto; (b) fees and expenses of the Royalty Holder incurred as part of the Royalty Holder’s due diligence; (c) the reasonable and documented fees and expenses of the Royalty Holder’s mining and other technical consultants, including any such fees and expenses incurred as part of the Royalty Holder’s due diligence or ongoing monitoring, investigation or information gathering in respect of the Company and the Property; (d) the registration, maintenance and/or discharge of any of the Security in any public record office; and (e) the defence, establishment, protection or enforcement of any of the rights or remedies of the Royalty Holder under this Agreement or any of the other documents contemplated hereunder. The Company has previously deposited a refundable retainer of $75,000 with the Royalty Holder and such amount shall be applied against such cost and expenses. To the extent the Closing has not occurred by the Outside Date, the Royalty Holder shall refund any remaining and uncommitted portion of the retainer to the Company upon demand.

15.2 Taxes

(a) Except as required by applicable Law or expressly contemplated herein, all payments on account of the Royalty and any other payment or transfer of property of any kind made under this Agreement to the Royalty Holder (including with

respect to the granting and conveyance of the Royalty) will be made free and clear, without any present or future deduction, withholding, charge or levy on account of Taxes and without setoff or counterclaim. The Company will be liable for all such Taxes directly or indirectly imposed on the Royalty Holder and must indemnify and save the Royalty Holder harmless from any such Taxes imposed on the Royalty Holder.

(b) All Taxes, if any, as are required by applicable Law to be so deducted, withheld, charged or levied by the Company on any such payment or other payment or transfer of property, must be paid by the Company by paying to the Royalty Holder or on its behalf, in addition to such payment, such additional payments as are necessary to ensure that the net payment received by the Royalty Holder (net of any such Taxes, including any Taxes required to be deducted, withheld, charged or levied on any such additional amount) equals the full payment or transfer that the Royalty Holder would have received had no such deduction, withholding, charge or levy been required. For the purposes of Section 15.2(a) and this Section 15.2(b), Taxes shall exclude Taxes on income or capital of the Royalty Holder and any Taxes arising as a result of the sale, transfer, assignment or disposition by the Royalty Holder of its interest in the Royalty or the Royalty Holder (or any successor, transferee or assignee thereof) becoming a non-resident of Canada for purposes of the Income Tax Act (Canada), all of which shall be for the account of the Royalty Holder. If the Royalty Holder receives a refund or credit on account of any such Taxes actually paid by the Company, the Royalty Holder will promptly remit to the Company an amount equal to such refund or credit (up to an amount equal to any such Taxes actually paid by the Company), together with any interest paid to the Royalty Holder by the relevant Governmental Body for such Taxes.
(c) The Parties agree to reasonably cooperate to (i) ensure that no more Taxes, duties or other charges are payable other than as required under applicable Law, and (ii) obtain a refund or credit of any Taxes which have been overpaid.

15.3 Governing Law

(a) This Agreement is governed by the law in force in the Province of Ontario and the law of Canada applicable in Ontario, without regard to any conflict of laws or choice of laws rules or principles that would permit or require the application of the laws of any other jurisdiction.
(b) Subject to Section 13, each Party irrevocably submits to the exclusive jurisdiction of the courts exercising jurisdiction in the Province of Ontario and any court that may hear appeals from any of those courts for any proceeding in connection with this Agreement, subject only to the right to enforce a judgment obtained in any of those courts in any other jurisdiction.

15.4 Other Activities and Interests

This Agreement and the rights and obligations of the Parties under this Agreement are limited to the Property. Except as expressly provided in any other written agreement between the Parties with respect to the Property (and then only to the extent expressly provided in that other written agreement), each Party will have the free and unrestricted right to enter into, conduct and benefit from any and all business ventures of any kind whatsoever, whether or not competitive with the activities undertaken under this Agreement, without disclosing such activities to the other Party or inviting or allowing the

other Party to participate in those activities including activities involving mineral claims or mineral leases adjoining the Property.

15.5 No Partnership

This Agreement is not intended to, and will be deemed not to, create any partnership between the Parties including a mining partnership or commercial partnership. The obligations and liabilities of the Parties will be several and not joint and neither Party will have or purport to have any authority to act for or to assume any obligations or responsibility on behalf of the other Party. Nothing in this Agreement will be deemed to constitute a Party the partner, agent or legal representative of the other Party or to create any fiduciary relationship between the Parties.

15.6 Consent

Whenever a provision of this Agreement requires an approval or consent and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required will be conclusively deemed to have withheld its approval or consent.

15.7 Severability

If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force. Where a provision of this Agreement is prohibited or unenforceable, the Parties must negotiate in good faith to replace the invalid provision by a provision which is in accordance with applicable Law and which must be as close as possible to the Parties’ original intent and appropriate consequential amendments (if any) will be made to this Agreement.

15.8 National Instrument 43-101 and other Approved Standards

The Parties acknowledge that the Royalty Holder or Affiliates of the Royalty Holder are or may become subject to NI 43-101 or other Approved Standards. If the Property, constitutes a “material property” of the Royalty Holder for the purposes of NI 43-101 ( or its equivalent under other Approved Standards), upon written request by the Royalty Holder or an Affiliate of the Royalty Holder, acting reasonably, the Company must:

(a) provide to the Royalty Holder, at the Royalty Holder’s expense, any and all necessary technical data (including in respect of Mineral Resources and Mineral Reserves), documents or reports on the Property as are in the Company’s or its Affiliates’ possession or which are readily available to the Company or its Affiliates and which may be reasonably requested by the Royalty Holder or its Affiliates to facilitate compliance with the requirements of NI 43-101 or other Approved Standards;
(b) grant access to the Property to the Royalty Holder, its Affiliates or any representative of the Royalty Holder or its Affiliates for personal inspection of the Property, if necessary to facilitate compliance with the requirements of NI 43-101 or other Approved Standards;
(c) upon the request of the Royalty Holder, use commercially reasonable efforts to cause the author(s) of any report prepared for the Company or its Affiliates in accordance with NI 43-101 or other Approved Standards to provide, at the sole cost and expense of the Royalty Holder, (i) a copy of such report to be addressed

to the Royalty Holder or any of its Affiliates, (ii) the relevant certificates and consents of the author(s) required in connection with the filing of and reference to such report to be provided to the Royalty Holder or any of its Affiliates, and (iii) such other consents in connection with the use of or reliance upon such report by the Royalty Holder or any of its Affiliates from time to time in its public disclosure as may be required by the Royalty Holder; provided that, the forgoing requirement that the Company use it commercially reasonable efforts will not require the Company to increase its liability to, or indemnify such author(s); and

(d) allow any report prepared for the Company or its Affiliates in accordance with NI 43-101 or other Approved Standards to be used by the Royalty Holder or its Affiliates in any technical report prepared for the Royalty Holder or its Affiliates, on condition that a “qualified person” (as such term is defined in NI 43-101 or its equivalent in other Approved Standards) engaged by the Royalty Holder is the author of the report prepared for the Royalty Holder or its Affiliates.

The Royalty Holder or its Affiliates, as applicable, will severally defend, indemnify and hold harmless the Company and its directors, officers and employees for any Losses suffered or incurred by the Company or its directors, officers or employees to the extent that they have acted as a qualified person (as such term is defined in NI 43-101) or otherwise pursuant to applicable Approved Standards in connection with the technical reports, consents, certificates and other documents prepared or delivered under this Section 15.8, except, and to the extent that, such Losses are caused by such qualified person’s negligence or wilful misconduct, and will confirm and agree to such indemnity in writing at the request of that qualified person.

15.9 Entire Agreement

This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings, representations, warranties, promises, statements, negotiations, letters and documents in respect of its subject matter (if any) made or given prior to the Execution Date.

15.10 Replacement Product Prices

If an Average Product Price specified in this Agreement ceases to exist, ceases to be published, or should no longer be internationally recognized as the basis for payment for the Product to which it relates then upon request by either Party, the Parties must promptly consult together in good faith with the view to agreeing on whatever modifications to the definitions related to Average Product Price are necessary to make this Agreement again acceptable to both Parties and must do their utmost to come to a fair and reasonable agreement based upon another internationally recognized metal price quotation for use in international trade.

15.11 Time of the Essence

Time is of the essence of this Agreement. If the Parties agree to vary a time requirement, then the time requirement so varied is of the essence of this Agreement. An agreement to vary a time requirement must be in writing.

15.12 Further Assurances

Each Party must promptly at its own cost do all things (including executing and if necessary delivering all documents) necessary or desirable to give full effect to this Agreement.

15.13 Amendment

An amendment or variation to this Agreement is not effective unless it is in writing and signed by the Parties.

15.14 Waiver

A Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. A waiver is not effective unless it is in writing. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

15.15 Successors and Assigns

This Agreement will inure to the benefit of and be binding on the Parties and their respective successors and permitted assigns.

15.16 Counterparts

This Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same agreement. This Agreement is binding on the Parties on the exchange of counterparts. A copy of a counterpart sent by electronic mail:

(a) must be treated as an original counterpart;
(b) is sufficient evidence of the execution of the original; and
(c) may be produced in evidence for all purposes in place of the original.

15.17 Execution - Authorized Officer to Sign

Each person signing this Agreement as an authorized officer of a Party hereby represents and warrants that he or she is duly authorized to sign this Agreement for that Party and that this Agreement will, upon having been so executed, be binding on that Party in accordance with its terms.

IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed and delivered as of the date first set forth above.

TREASURY METALS INC..

By: (signed) “ Orin Baranowsky ”

Name: Orin Baranowsky

Title: Chief Financial Officer

SPROTT PRIVATE RESOURCE STREAMING AND ROYALTY (B) CORP.

By: (signed) “ Michael Harrison ”

Name: Michael Harrison

Title: Chief Executive Officer

SCHEDULE A - DESCRIPTION OF PROPERTY

[redacted – commercially sensitive information]

056826.056826-00001/55250060.1

SCHEDULE B - MAP OF PROPERTY

[redacted – commercially sensitive information]

056826.056826-00001/55250060.1

SCHEDULE C ‒ REPRESENTATIONS AND WARRANTIES OF THE ROYALTY HOLDER

The Royalty Holder represents and warrants to the Company that:

(a) The Royalty Holder is a corporation duly incorporated, validly existing and in good standing under the laws of Ontario.
(b) The Royalty Holder has the necessary corporate capacity, power and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations under this Agreement and has taken all necessary corporate action in respect of this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Royalty Holder enforceable against the Royalty Holder in accordance with its terms.
(c) Neither this Agreement nor the completion of the transactions contemplated hereby conflicts, or will conflict, or will result in a breach or violation of, any Law of any kind whatsoever applicable to the Royalty Holder, any constating documents of the Royalty Holder, or any agreement of any kind whatsoever to which the Royalty Holder is a party or by which the Royalty Holder is bound.
(d) The Royalty Holder is not required to give any notice to, make any filing with or obtain any Authorization of any Person in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.
(e) [redacted – commercially sensitive information].
(f) The Royalty Holder is Solvent and will not be rendered Insolvent by the execution and delivery of this Agreement.
(g) The Royalty Holder has unrestricted cash on hand as of the date of this Agreement to fund the Purchase Price.
(h) The funding by the Royalty Holder of the Purchase Price is not in breach of the Proceeds of Crime (Money Laundering and Terrorist Financing Regulations of Canada.
(i) The Royalty Holder is an “accredited investor” within the meaning of National Instrument 45-106 - Prospectus Exemptions and was not created or used solely to purchase securities as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in National Instrument 45-106 - Prospectus Exemptions and, if applicable, it will be acquiring the Qualifying Shares as principal for its own account.
(j) [redacted – commercially sensitive information].

056826.056826-00001/55250060.1

SCHEDULE D ‒ REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Royalty Holder that, except as set out in the Disclosure Letter:

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Ontario.
(b) The Company has the necessary corporate capacity, power and authority to execute and deliver this Agreement, to observe and perform its covenants and obligations under this Agreement and to own and lease its assets and carry on its business and has taken all necessary corporate action in respect of this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms.
(c) Prior to the Closing Date, all necessary corporate action shall have been taken to authorize the issue of the Qualifying Shares and the delivery of certificates representing the Qualifying Shares.
(d) Neither this Agreement nor the completion of the transactions contemplated hereby conflicts, or will conflict, or will result in a breach or violation of, any applicable Law of any kind whatsoever applicable to the Company, any constating documents of the Company, or any agreement of any kind whatsoever to which the Company is a party or by which the Company is bound.
(e) Except for the approval of the Exchange, neither the Company nor any of its Affiliates are required to give any notice to, make any filing with or obtain any Authorization of any Person in connection with the execution, delivery or performance of the obligations of the Company under this Agreement or the consummation of the transactions contemplated herein, except for recordings or filings in connection with the registration of this Agreement.
(f) The Company is Solvent and will not be rendered Insolvent by the execution and delivery of this Agreement.
(g) No event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) has contravened, conflicted with or resulted in, or may contravene, conflict with or result in, a violation or breach of, or give the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any contract, lease, license, concession, Authorization, agreement, indenture, mortgage, debenture, note, instrument, or order to which it is a party or by which it or its properties and assets may be bound, and, to the knowledge of the Company, each other Person that is party thereto is in compliance in all material respects with the terms and requirements thereof, in each case, except as would not have a Material Adverse Effect.
(h) The maximum principal amount of credit available to the Company under the Extract Facility (including any extension, renewal or refinancing thereof) is $4,400,000, plus any accrued interest that has been or will be capitalized.
(i) Except as disclosed in the public record of the Company available on SEDAR since January 1, 2020, there are no material actions, suits, investigations, claims or

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proceedings pending or, to the best of the knowledge of the Company, threatened against or directly affecting the Company or the Property, by or before any Governmental Body.

(j) The properties, assets and operations of the Company and its Affiliates are insured with reputable insurance companies, in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in similar businesses and owning similar properties in the localities where the Company operates.
(k) The Company is the sole beneficial and registered owner of the Property, and, with respect to the leases that comprise the Property, it has exclusive possession thereof pursuant to the terms of such leases.
(l) Except for Permitted Encumbrances, the Property is free and clear of any Encumbrance.
(m) The mineral claims and leases comprising the Property are in all respects in good standing and all mineral claim maintenance fees, recording fees, rents and Taxes and all other amounts have been paid when due and payable, and all other actions and obligations as are required to maintain the Property have been taken and complied with in all material respects.
(n) The Company holds, in connection with the Property, the Authorizations issued by Governmental Bodies or other third Persons to conduct its operations as currently conducted. To the knowledge of the Company, there are no facts or circumstances that might reasonably be expected to materially adversely affect the issuance or obtaining of any material Authorizations (including environmental Authorizations) required for the development and ongoing operation of the Property.
(o) The Company has conducted and will continue to conduct its activities on and in respect of the Property in compliance with all applicable Laws in all material respects.
(p) The Company has not received any claim or notice of violation alleging any violation of any Law or permit, including any Environmental Law, in connection with the Property and to the knowledge of the Company, there are no pending or threatened actions, suits, claims or proceedings that may affect the Property.
(q) There have been no spills, releases, deposits, presence or discharges of Hazardous Substances into or in the Environment, whether surface or otherwise, by the Company or, to the knowledge of the Company, at, to or from the Property, in violation of Environmental Laws, which could reasonably be expected to result in material liability under Environmental Law.
(r) There are no orders, directions or liabilities (other than obligations that arise in the ordinary course of operation or development or which relate to reclamation) relating to Environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property, nor to the best of the Company's knowledge has any activity on the Property been in violation of any Environmental Law, and to the Company's knowledge, conditions on and relating to the Property are in compliance with those Laws.

117

(s) The Company has not received any notices alleging or asserting any violation of any Law or that contain any orders, directions or impose liabilities relating to Environmental matters.
(t) The Company has complied with all material notices which have been issued by any Governmental Body to the Company in connection with the Property.
(u) To the Company’s knowledge, the Company has made available to the Royalty Holder all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information in the possession of the Company with respect to environmental, health and safety matters related to the Company or the Property.
(v) There is no written claim, complaint or other proceeding threatened by or on behalf of any First Nation or any other person or group asserting or otherwise claiming an aboriginal right (including aboriginal title) or any other aboriginal or Métis interest of which the Company or its Affiliates have received written notice with respect to any Property, including with respect to aboriginal rights or the duty to consult, or any Authorization issued by any Governmental Body in respect of, or otherwise related to, the Company or its Affiliates, in each case, except as would not have a Material Adverse Effect.
(w) Neither the Company nor its Affiliates have received any notice, whether written or oral, from any Governmental Body, First Nation or any Person representing or purporting to represent a First Nation of the exercise or assertion of aboriginal rights or assertion of aboriginal title over any of the Property or with respect to the Company’s interest in the Property, in each case, except as would not have a Material Adverse Effect.
(x) No Person, including any Person representing or purporting to represent a First Nation has asserted to the Company or its Affiliates any right or interest of any kind whatsoever relating to any of the Property, in each case, except as would not have a Material Adverse Effect.
(y) There has, to the knowledge of the Company, been no social unrest or anti-mining actions or other activities undertaken or engaged in or by local communities, nongovernmental organizations, indigenous people or other groups which impede or prevent or which might impede or prevent the Company from holding possession of the Property or from exploring, developing and operating the Property, in each case, except as would not have a Material Adverse Effect.
(z) Except with respect to the Extract Facility, there is no agreement, indenture, contract or instrument to which the Company is a party or by which it or any of its properties or assets may be bound that requires the Royalty to be subordinate to any other Encumbrance on the Property.
(aa) The most recent estimated measured, indicated and inferred Mineral Resources and proven and probable Mineral Reserves, if any, and technical reports publicly disclosed by the Company and its Affiliates for the Project including the Technical Report, have been prepared and disclosed in accordance with accepted mining industry practices and in accordance with the requirements prescribed by NI 43101 and the companion policy thereto (as in effect on the date of publication of the relevant report or information); the Company has no knowledge that the Mineral Resources or Mineral Reserves (or any other material aspect of any technical

117

reports) are inaccurate in any material respect; and, to the knowledge of the Company, there has been no material reduction in the aggregate amount of estimated Mineral Resources and Mineral Reserves for the Property, from the amounts last disclosed publicly by the Company.

(bb) The Company has not employed any broker or finder or incurred any liability for any brokerage fee, commission, finders’ fee or any other similar payment in connection with the transactions contemplated by this Agreement that could give rise to any claim against the Royalty Holder for brokerage fees, commissions, finders’ fees or any other similar payments.
(cc) The Company is in compliance in all material respects with all of its disclosure obligations under applicable securities Laws. All documents which have been filed on SEDAR under the Company's issuer profile from January 1, 2019 until the Execution Date were, as of the date filed, in compliance in all material respects with the applicable securities Laws and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There is no fact of specific application to the Company known to the Company which the Company has not publicly disclosed which materially adversely affects, or so far as the Company can reasonably foresee, could materially adversely affect, the assets, liabilities (contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of the Company or the ability of the Company to perform its obligations under this Agreement. All of the material contracts of the Company have been disclosed in the public disclosure documents and filed on SEDAR.
(dd) To the knowledge of the Company, all information relating to the Property provided to the Royalty Holder by or on behalf of the Company in the data room to which the Royalty Holder has been provided access, is, in the aggregate true and accurate in all material respects, except as would not have a Material Adverse Effect.
(ee) None of the Company, or to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the " FCPA ") or the Corruption of Foreign Public Officials Act (Canada), as amended (the " CFPOA ") and the Company has conducted its businesses in compliance with the FCPA or the CFPOA and has instituted and maintains policies and procedures designed to ensure continued compliance therewith.
(ff) The operations of the Company are, and have been conducted at all times in compliance with the financial record-keeping and reporting requirements of antimoney laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Body to which the Company is subject, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the " Money Laundering Laws "), and no action, suit or proceeding by or before any Governmental Entity or body or arbitrator involving the Company with respect to the Money Laundering Laws is, to the knowledge of the Company, pending or credibly threatened.

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(gg) There are no proceedings under any anti-corruption Laws, nor, to the knowledge of the Company, pending against the Company or, credibly threatened against or affecting the Company.
(hh) Neither the Company nor any current employee or agent of the Company, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, or provincial governmental officer or official, or other person charged with similar public or quasi-public duties other than payments required or permitted by applicable Laws.

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SCHEDULE E ‒ [REDACTED – COMMERCIALLY SENSITIVE INFORMATION]

056826.056826-00001/55250060.1

SCHEDULE F ‒ CONTINGENT RIGHT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●], 2022.

THE COMMON SHARES UNDERLYING THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID COMMON SHARES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX.

CONTINGENT RIGHT CERTIFICATE

TREASURY METALS INC.

(the “ Company ”)

Reference is made to the Royalty Agreement (the “ Agreement ”) between Sprott Private Resource Streaming and Royalty (B) Corp. (“ Sprott ”) and the Company dated [●], 2022.

This certificate (the “ Contingent Right Certificate ”) is to certify that pursuant to Sections 2.6 and 3.1 of the Agreement, for value received, Sprott (the “ Holder ”) is the holder of contingent rights (the “ Contingent Rights ”) to potentially be issued from time to time, certain common shares of the Company (the “ Common Shares ”), at the sole option of the Company, for no additional consideration, on the exchange of certain Contingent Rights for such Shares in accordance with Sections 2.6 and/or 3.1 of the Agreement.

These Contingent Rights may only be exercised if, as and when permitted by the terms of the Agreement and the Common Shares only issued in accordance with the terms of the Agreement. The holding of this Contingent Right Certificate or the Contingent Rights represented hereby does not constitute the Holder a shareholder of the Company.

Subject to any requisite approvals, applicable law and the policies of any applicable stock exchange, the Holders may only transfer and/or assign this Contingent Right Certificate or the Contingent Rights in connection with any transfer and/or assignment permitted by the Agreement. Any Common Shares issued pursuant to this Contingent Right Certificate and the Agreement prior to [●], 2022 will bear the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●], 2022 ”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (" TSX "); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX.”

056826.056826-00001/55250060.1

If any one or more of the provisions or parts thereof contained in this Contingent Right Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom.

Subject to the approval of each applicable stock exchange, the provisions of this Contingent Right Certificate and the Contingent Rights evidenced hereby may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by the Company and the Holder.

This Contingent Right Certificate shall automatically terminate upon the termination of the Agreement.

Time will be of the essence hereof.

This Contingent Right Certificate will be subject to, governed by and construed in accordance with the laws of the Province of Ontario.

[ Signature Page Follows ]

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IN WITNESS WHEREOF , the Company has caused this Contingent Right Certificate to be signed as of [●], 2022.

TREASURY METALS INC.

Per:

Authorized Signatory

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SCHEDULE G ‒ ROYALTIES

[redacted – commercially sensitive information].

117

AI assistant

NexGold Mining — Capital/Financing Update 2022

46341_rns_2022-02-18_70c77914-5e3b-4154-8618-158f08c08526.pdf

ROYALTY AGREEMENT

BETWEEN

TREASURY METALS INC.

- AND -

TABLE OF CONTENTS

ROYALTY AGREEMENT

BETWEEN:

(“ Company ”)

AND:

INTRODUCTION:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

“ COVID-19 Measures ” means:

“ Permitted Encumbrance ” means:

“ Permitted Mortgage ” means:

and “ Insolvent ” will have a correlative meaning;

1.2 Interpretation

1.3 Currency

1.4 Good Faith

2. NET SMELTER RETURNS ROYALTY

2.1

Purchase of Royalty

2.2 Use of Purchase Price Proceeds

2.3 Net Smelter Returns Royalty

2.4 Interest in the Property

2.5 Term

2.6 Royalty Repurchase Option

2.7 Increase to Royalty Percentage

2.8 Reduction to Royalty Percentage

2.9 Participation Right

2.10 Restriction on Acquisitions by the Royalty Holder

3. ROYALTY PAYMENTS

3.1 Minimum Payments

3.2 Commencement of Commercial Production and Accrual of Payment Obligation

3.3 Payments

3.4 Election to Receive Payment In Kind

3.5 Audit and Adjustments

3.6 Currency and Wire Transfer

3.7 Late Payment

3.8 Security

3.9 Disposition of Product and Offtake Agreements

3.10 Trading Activities of the Company

3.11 Currency Calculations

3.12 WSMD Procedures

4. CLOSING PROCESS AND CLOSING CONDITIONS

4.1 Closing

4.2 Closing Date Deliveries by the Company

4.3 Closing Date Deliveries by the Royalty Holder

4.4 Closing Conditions in Favour of the Royalty Holder

4.5 Closing Conditions in Favour of the Company

4.6 Co-operation

4.7 Non-Satisfaction

4.8 Rights on Termination

5. OPERATION OF THE PROPERTY

5.1 Company to Determine Operations

5.2 Performance of Mining Operations

5.3 Compliance with Applicable Laws

5.4 Reclamation Obligations

5.5 Stockpiling

5.6 Commingling

5.7 Tailings

5.8 Reacquisition of Property

5.9 Change of Offtaker

5.10 Force Majeure

6. RECORDS, ACCESS AND REPORTING

6.1 Records and Access

6.2 Royalty Statements

6.3 Annual Reports

6.4 Annual Forecast

6.5 Mineral Resources or Mineral Reserves

6.6 Project Development and Financing Arrangements

6.7 Development and Mine Plans

6.8 Other Reporting Obligations and Notices

7. INDEMNITY

7.1 Indemnity

7.2

Enforcement of Indemnity

NexGold Mining Capital/Financing Update 2022