Nobel Resources Corp. — M&A Activity 2021

Jan 14, 2021

AMALGAMATION AGREEMENT

DATED as of January 12, 2021

BETWEEN :

NOVO19 CAPITAL CORP. , a company existing under the laws of British Columbia (“ Novo” )

AND :

2791419 ONTARIO INC., a company existing under the laws of Ontario (“ Novo Subco ”)

AND :

NOBEL RESOURCES CORP., a company existing under the laws of Ontario

(“ Nobel ”)

WHEREAS :

• A. Novo desires to acquire all of the issued and outstanding shares of Nobel pursuant to a three-cornered amalgamation among Novo, Novo Subco (a wholly-owned subsidiary of Novo) and Nobel (the “ Transaction ”).

• B. Pursuant to the Transaction, Nobel and Novo Subco intend to amalgamate under the provisions of the Business Corporations Act (Ontario) on the terms and conditions described in this Agreement so that the shareholders of Nobel become shareholders of Novo and Novo Subco and Nobel continue as one corporation, which shall be a whollyowned subsidiary of Novo.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual agreements and covenants herein contained (the receipt and adequacy of such consideration being mutually acknowledged by each party), the parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

• 1.1 Definitions : In this Agreement the following words and phrases shall have the following meanings:

• (a) “ Algorrobo IOCG Copper Project ” means the Algorrobo IOCG Copper Project located in Caldera, Copiapo Region, Chile;

• (b) “ Amalco ” means Nobel Resources Holding Corp., the corporation to be formed by the Amalgamation (or such other name as shall be approved by Novo and Nobel);

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• (c) “ Amalco Shares ” means common shares in the capital of Amalco;

• (d) “ Amalgamating Corporations ” means, collectively, Novo Subco and Nobel;

• (e) “ Amalgamation ” means the amalgamation of Novo Subco, and Nobel under Section 174 of the OBCA and in accordance with the terms and conditions of this Agreement;

• (f) “ Assets ” means all property or assets of any nature or kind, whether real or personal, tangible or intangible, corporeal or incorporeal, and includes any interest therein;

• (g) “ Business Day ” means any day other than a Saturday, Sunday or any statutory holiday in the Province of Ontario;

• (h) “ Chile Subco ” means Mantos Grandes Resources Chile SpA;

• (i) “ Claim ” means (a) any suit, action, proceeding, dispute, investigation, claim, arbitration, order, summons, citation, directive, charge, demand or prosecution, whether legal or administrative; or (b) any appeal or application for review, at law or in equity or by any Governmental Body;

• (j) “ Closing ” means the closing of the Transaction;

• (k) “ Closing Date ” means such date on or before March 31, 2021, which is three Business Days after the date on which all conditions precedent hereunder have been satisfied or waived and all necessary approvals are received, or waived, by Novo, Novo shareholders, Nobel and the Nobel shareholders with respect to the Transaction, to the extent such party has the right hereunder to waive such approval, or such later time or date as may be agreed upon in writing by the parties;

• (l) “ Closing Time ” means 5:00 p.m. (Toronto time) on the Closing Date or such other time as agreed to in writing by the parties;

• (m)

• “ Consolidation ” has the meaning ascribed to it in section 7.4(e);

• (n) “ Data ” means, with respect to the business of Nobel any and all data, technical reports, information, market information and other information in relation to the business of Nobel;

• (o) “ Employee Plan ” means, any retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or other employee compensation or benefit plan, arrangement, policy, program or practice (whether provided on a pre- or post-retirement basis) that is maintained, or otherwise contributed to or required to be contributed to, by a legal entity for the benefit of any present or former employees, officers or directors of such legal entity;

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• (p) “ Effective Date ” means the effective date indicated upon the certificate issued pursuant to the Amalgamation;

• (q) “ Effective Time ” means 12:01 a.m. (Toronto Time) on the Effective Date;

• (r) “ Encumbrances ” means any lien, claim, charge, pledge, hypothecation, security interest, mortgage, title retention agreement, option, royalty, or encumbrance of any nature or kind whatsoever;

• (s) “ Environmental Laws ” means all applicable international, federal, provincial, state, municipal and local treaties, conventions, laws, statutes, ordinances, by-laws, codes, regulations, and all policies, guidelines, standards, orders, directives and decisions rendered or promulgated by any ministry, department or administrative or regulatory agency or body whatsoever (including international organizations formed by or participated in by any national, provincial or state government or representatives thereof) relating to health and safety, the protection or preservation of the environment or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any product or import of Nobel or any Hazardous Substances;

• (t) “ Environmental Permits ” means all permits, licences and authorizations required under Environmental Laws in connection with the conduct and operation of business, as currently conducted;

• (u) “ Governmental Body ” means any domestic or foreign (a) federal, provincial, state, municipal, local or other government, (b) governmental or quasigovernmental authority of any nature, including any governmental ministry, agency, branch, department, commission, court, board, tribunal, bureau or instrumentality, or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power of any nature;

• (v) “ Hazardous Substances ” means any contaminant, pollutant, dangerous substance, liquid waste, industrial waste, hauled liquid waste, toxic substance, special waste, hazardous waste, hazardous material or hazardous substance as defined in or pursuant to any Environmental Laws, law, judgment, decree, order, injunction, rule, statute or regulation of any court, arbitrator or governmental authority;

• (w) “ Listing Statement ” means a listing application or filing statement, as applicable, of Novo jointly prepared by the parties in accordance with the requirements of the rules and regulations of the TSXV;

• (x) “ Losses ” or “ Loss ” in respect of any matter, means any and all costs, expenses, penalties, fines, losses, damages, liabilities and deficiencies (including all amounts paid in settlement, all interest and penalties and all legal and other professional fees and disbursements, including those incurred in defending any Claim) arising directly or indirectly as a consequence of such matter;

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• (y) “ Material Contracts ” means those commitments, contracts, instruments, leases and other agreements, oral or written, entered into by a party hereto, by which a party hereto is bound or to which it or its Assets are subject that have total payment obligations on the part of that party that exceed $25,000 or are for a term of or in excess of twelve months;

• (z) “ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

• (aa) “ Nobel ” has the meaning ascribed to it above;

• (bb) “ Nobel Meeting ” means the special meeting, including any adjournments or postponements thereof, of the shareholders of Nobel to be held to consider and, if deemed advisable, approve, among other things, the Amalgamation;

• (cc) “ Novo ” has the meaning ascribed to it above;

• (dd) “ Novo Meeting ” means the annual general and special meeting, including any adjournments or postponements thereof, of the shareholders of Novo currently scheduled to be held to consider, and, if deemed advisable, approve, among other things, the appointment of auditors as set out in Section 2.8, election of directors as set out in Section 2.8 and the renewal of Novo’s stock option plan;

• (ee) “ Novo Shares ” means the 13,505,335 common shares in the capital of Novo issuable to Nobel shareholders in the amounts as directed by Nobel in writing, as consideration for the completion of the Transaction;

• (ff) “ Novo Subco ” has the meaning ascribed to it above;

• (gg) “ OBCA ” means the Business Corporations Act (Ontario);

• (hh) “ Panama Subco ” means Grupo Los Nogales S.A.;

• (ii) “ Person ” includes an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any trustee, executor, administrator or other legal representative thereof;

• (jj) “ Private Placement ” means the private placement of up to 12,500,000 Subscription Receipts at a price of $0.40 for aggregate gross proceeds of up to $5,000,000, or such other greater amount as determined by Nobel, in its sole discretion;

• (kk) “ Representatives ” means, with respect to any party, its directors, employees, accountants, counsel and other agents and representatives;

• (ll) “ Resulting Issuer ” means Novo as it exists upon the Closing;

• (mm) Schedules : The following are the schedules to this Agreement:

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Schedule A	Intentionally deleted
Schedule B	Material Contracts of Novo and Nobel
Schedule C	Draft Articles of Amalgamation
Schedule D	Convertible Securities
Schedule E	Employees/Consultants
Schedule F	Mining Interests of Nobel

• (nn) “ Subscription Receipts ” means subscription receipts of Nobel convertible for no additional consideration into common shares in the capital of Nobel such that one Subscription Receipt is convertible into one common share;

• (oo) “ Transaction ” has the meaning ascribed to it above; and

• (pp) “ TSXV ” means the TSX Venture Exchange.

• 1.2 Interpretation : For the purposes of this Agreement, except as otherwise expressly provided herein:

• (a) “this Agreement” means this Agreement, including the Schedules hereto, as it may from time to time be supplemented or amended;

• (b) all references in this Agreement to a designated Article, section, subsection, paragraph, or other subdivision, or to a Schedule, is to the designated Article, section, subsection, paragraph or other subdivision of, or Schedule to, this Agreement unless otherwise specifically stated;

• (c) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, clause, subsection or other subdivision or Schedule;

• (d) “the parties” means the parties to this Agreement, being Novo, Novo Subco, Nobel, and “a party” means either one of them;

• (e) the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a body corporate;

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• (f) the word “including” is not limiting (whether or not non-limiting language such as “without limitation”, “but not limited to” and other words of similar import are used with reference thereto);

• (g) the headings to the Articles and clauses of this Agreement are inserted for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;

• (h) the parties acknowledge that this Agreement is the product of arm’s length negotiation between the parties, each having obtained its own independent legal advice, and that this Agreement shall be construed neither strictly for nor strictly against either party irrespective of which party was responsible for drafting this Agreement;

• (i) the representations, warranties, covenants and agreements contained in this Agreement shall not merge at the Closing and shall continue in full force and effect from and after the Closing Date for the applicable period set out in this Agreement; and

• (j) unless otherwise specifically noted, all references to money in this Agreement are or shall be to lawful money of Canada. If it is necessary to convert money from another currency to lawful money of Canada, such money shall be converted to lawful money of Canada using the exchange rates in effect at the close of business on the Business Day prior to the Closing Date.

ARTICLE 2 THE AMALGAMATION

2.1 Implementation Steps

• (a) Novo shall call and convene the Novo Meeting.

• (b) Nobel shall call and convene the Nobel Meeting.

• (c) Novo covenants in favour of the other parties hereto that it shall, in its capacity as the sole shareholder of Novo Subco, approve and execute a special resolution approving the Amalgamation as soon as reasonably practicable following approval of same at the Novo Meeting.

• (d) Following the approval of this Agreement by the shareholders of the Amalgamating Corporations in accordance with the OBCA and with the terms of this Agreement, and subject to the satisfaction or waiver of all conditions precedent set forth in this Agreement the Amalgamating Corporations shall jointly file the Articles of Amalgamation as set out in Schedule “C” hereto with the director, as provided under the OBCA.

2.2 Effects of the Amalgamation

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At the Effective Time, the following shall occur and shall be deemed to occur without any further act or formality:

• (a) Novo Subco and Nobel and shall amalgamate to form Amalco and shall continue as one company under the OBCA in the manner set out in Section 2.7 hereof and with the effect as of the Effective Time;

• (b) immediately upon the Amalgamation:

• (i) each one Nobel Share shall be exchanged for one fully-paid and nonassessable Novo Share (post-Consolidation);

• (ii) all of the property and assets of each of Novo Subco and Nobel shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of Novo Subco and Nobel; and

• (iii) Amalco shall be a wholly-owned subsidiary of Novo.

2.3 Press Releases

Upon execution of this Agreement, Novo and Nobel shall issue a press release that announces that the parties have entered into this Agreement and providing such further information concerning the Transaction as the parties may agree or as is otherwise required by the TSXV. The parties shall consult with each other in respect to issuing any press release or otherwise making any public statement with respect to this Agreement or the Amalgamation, its business or operations and in making any filing with any Governmental Body, securities regulatory authority or stock exchange with respect thereto. Each of Novo and Nobel shall use commercially reasonable efforts to enable the other party to review and comment on all such press releases, public statements and filings prior to the release or filing, respectively, thereof, provided, however, that the obligations herein shall not prevent a party from making, after consultation with the other party, such disclosure as is required by applicable laws or the rules and policies of any applicable stock exchange. Reasonable consideration shall be given to any comments made by the other party and its counsel.

2.4 Novo Circular

• (a) As promptly as reasonably practicable following execution of this Agreement, Novo, in consultation with the other parties, shall prepare the information circular for the Novo Meeting together with any other documents required by applicable laws. On the date thereof, the parties shall each ensure that this information circular complies in all material respects with all applicable laws and that it contains sufficient detail to permit the Novo shareholders to form a reasoned judgment concerning the matters to be placed before them at the Novo Meeting.

• (b) The parties shall also use best efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the information circular for the Novo Meeting. The parties shall ensure that any information related to itself does not include any misrepresentation.

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• (c) The parties shall each promptly notify each other if at any time before the Effective Date either becomes aware that the information circular for the Novo Meeting contains a misrepresentation, or that otherwise requires an amendment or supplement to the information circular and the parties shall co-operate in the preparation of any amendment or supplement as required or appropriate, and Novo shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Novo shareholders and, if required by applicable laws, file the same with any Governmental Body or stock exchange and as otherwise required.

• 2.5

Nobel Circular

• (a) As promptly as reasonably practicable following execution of this Agreement, Nobel, in consultation with the other parties, shall prepare the information circular for the Nobel Meeting together with any other documents required by applicable laws. On the date thereof, the parties shall each ensure that this information circular complies in all material respects with all applicable laws and that it contains sufficient detail to permit the Nobel shareholders to form a reasoned judgment concerning the matters to be placed before them at the Nobel Meeting.

• (b) The parties shall also use best efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the information circular for the Nobel Meeting. The parties shall ensure that any information related to itself does not include any misrepresentation.

• (c) The parties shall each promptly notify each other if at any time before the Effective Date either becomes aware that the information circular for the Nobel Meeting contains a misrepresentation, or that otherwise requires an amendment or supplement to the information circular and the parties shall co-operate in the preparation of any amendment or supplement as required or appropriate, and Nobel shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Nobel shareholders and, if required by applicable laws, file the same with any Governmental Body or stock exchange and as otherwise required.

• 2.6

Listing Statement

• (a) As promptly as reasonably practicable following execution of this Agreement, Novo shall (i) finalize the Listing Statement together with any other documents required by the policies of the TSXV, (ii) file the final Listing Statement with the TSXV together with any other documents required by the policies of the TSXV, and (iii) use its commercially reasonable efforts to have the Listing Statement accepted for filing by the TSXV.

• (b) Novo shall ensure that the Listing Statement complies in all material respects with the policies of the TSXV, and, without limiting the generality of the foregoing, will ensure that the Listing Statement will not contain any misrepresentation (except that Novo shall not be responsible for any information relating to Nobel or its

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affiliates, which has been provided by Novo specifically for inclusion in the Listing Statement or otherwise obtained from Novo).

• (c) Nobel shall provide to Novo all information regarding itself and its affiliates, including but not limited to any: (i) audited and unaudited financial statements; and (ii) information necessary to prepare pro forma financial statements; in accordance with International Financial Reporting Standards and applicable laws as required by TSXV policies for inclusion in the Listing Statement or in any amendments or supplements to such Listing Statement. Pure shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Listing Statement and to the identification in the Listing Statement of each such advisor. Nobel shall ensure that such information does not include any misrepresentation concerning it.

• (d) Nobel and its legal counsel shall be given a reasonable opportunity to review and comment on the Listing Statement prior to the Listing Statement being filed with the TSXV, and reasonable consideration shall be given to any comments made by each of Nobel and its legal counsel, provided, however, that all information relating solely to each of the other parties and their respective affiliates included in the Listing Statement shall be in form and content satisfactory to such party, acting reasonably. Novo shall provide Nobel with a final copy of the Listing Statement prior to the filing with the TSXV.

• (e) Each of the parties shall promptly notify each of the other parties if at any time before the Effective Date it becomes aware that the Listing Statement contains a misrepresentation, or that otherwise requires an amendment or supplement to the Listing Statement and the Parties shall co-operate in the preparation of any amendment or supplement to the Listing Statement as required or appropriate, and the parties shall promptly file any amendment or supplement to the Listing Statement with the TSXV.

2.7 Amalco

Following the Amalgamation, Amalco shall be organized as follows:

• (a) The name of Amalco shall be “Nobel Resources Holding Corp.” or such other name as may be approved by Nobel.

• (b) The registered office of Amalco shall be 36 Lombard Street, Floor 4 Toronto, Ontario, M5C 2X3 Canada.

• (c) There shall be no restrictions on the business that Amalco may carry on or on the powers that Amalco may exercise.

• (d) The authorized capital of Amalco shall be an unlimited number of common shares.

• (e) If Amalco:

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• (i) is not a reporting issuer or an investment fund within the meaning of applicable securities legislation; and

• (ii) has not distributed to the public (excluding accredited investors within the meaning of applicable securities legislation) any of its securities;

then no securities in the capital of Amalco (other than non-convertible debt securities) shall be transferred without either:

• (iii) the previous consent of the board of directors expressed by a resolution passed by the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or

• (iv) the previous consent of the holders of at least 51% of the securities of that class for the time being outstanding expressed by a resolution passed by the security holders or by an instrument or instruments in writing signed by such security holders.

• (f) The stated capital account in the records of Amalco for Amalco Shares shall be equal to the stated capital attributed to the shares of the companies amalgamating to create Amalco.

• (g) The board of directors of Amalco shall consist of not less than one and not more than ten directors, until changed in accordance with the OBCA. Until changed by the shareholders of Amalco, or by the directors of Amalco if authorized by the shareholders of Amalco, the number of directors of Amalco shall be two.

• (h) The first directors of Amalco shall be the person whose name and address for service appears below:

Name	Address for Service	Resident
David Gower	36 Lombard Street, Floor 4 Toronto, Ontario M5C 2X3 Canada	Canada
Lawrence Guy	36 Lombard Street, Floor 4 Toronto, Ontario M5C 2X3 Canada	Canada

Each of the first directors named above shall hold office from the Effective Date until the later of the close of the first annual meeting of shareholders of Amalco and the date on which a successor is elected or appointed.

• (i) The by-laws of Amalco shall be, to the extent not inconsistent with this Agreement, the by-laws of Nobel, unless and until repealed or amended.

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• (j) The first auditors of Amalco shall be McGovern Hurley LLP, Chartered Accountants. The first auditors of Amalco shall hold office until the first annual meeting of shareholders of Amalco following the Amalgamation, or until their successor is appointed.

• (k) The fiscal year end of Amalco shall be December 31.

2.8

Resulting Issuer

• (a) Name . The name of the Resulting Issuer shall be “Nobel Resources Corp”.

• (b) Registered Office . The registered office of the Resulting Issuer shall be situated at 36 Lombard Street, Floor 4 Toronto, Ontario M5C 2X3.

• (c) First Directors . The number of first directors of the Resulting Issuer shall be seven. Subject to the receipt of all necessary approvals, the first directors of the Resulting Issuer shall be: David Gower, Lawrence Guy, Vernon Arseneau, Michel Shuh and Jeff Glass. The first directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer, or until their successors are duly appointed or elected.

• (d) Officers . The officers of the Resulting Issuer, until changed or added to by the board of directors of the Resulting Issuer, shall be as follows: David Gower as Chief Executive Officer, Vernon Arseneau as Chief Operating Officer, Greg Duras as Chief Financial Officer and Damian Lopez as Corporate Secretary.

• (e) Auditors . The Auditors of the Resulting Issuer shall be McGovern Hurley LLP.

2.9 Structuring

The parties and their advisors shall in good faith consider and investigate whether the transactions contemplated by this Agreement may be effected in a manner that is more tax efficient than that set out herein. If, following such investigation, the parties deem it necessary or advisable, the parties shall amend this Agreement in order to provide for a more tax efficient structure.

ARTICLE 3 NOVO REPRESENTATIONS AND WARRANTIES

• 3.1 Representations and Warranties . In order to induce the other parties to enter into and to consummate the transactions contemplated hereunder, Novo represents and warrants to the other parties as follows:

• (a) Organization and Good Standing: Each of Novo and Novo Subco are companies duly incorporated and validly existing under the laws of the province of British Columbia and Ontario, respectively.

• (b) Corporate Structure: The authorized capital of Novo Subco consists of an unlimited number of common shares. Novo owns a 100% interest, on a fully diluted basis, in Novo Subco.

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• (c) Authority: Each of Novo and Novo Subco has all necessary corporate power, authority and capacity to complete the Amalgamation and to perform its obligations hereunder, subject to the receipt of requisite regulatory and shareholder approval, pursuant to the terms thereof. The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of Novo and this Agreement has been duly executed and delivered by Novo and constitutes a valid and binding obligation of Novo, except as such enforceability may be limited by general principles of equity and by bankruptcy, insolvency, reorganization or similar laws and judicial decisions affecting the rights of creditors generally.

• (d) Compliance: The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by Novo and Novo Subco, and the completion of the transactions contemplated hereby, will not conflict with nor constitute or result in a violation or breach of or material default under or cause the acceleration of any obligations of Novo or Novo Subco under:

• (i) any term or provision of any of its notice of articles, articles or other constating documents of Novo or Novo Subco or any director or shareholder minutes;

• (ii) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which Novo is a party or by which it is bound; or

• (iii) any term or provision of any licenses, registrations or qualification of Novo or Novo Subco or any order of any court, governmental authority or regulatory body or any applicable law or regulation of any jurisdiction.

• (e) Minute Books: The minute books of Novo and Novo Subco are true and correct in all material respects, contain the duly signed minutes of all meetings of the board of directors, shareholders and board committees of Novo, as applicable.

• (f) Absence of Undisclosed Liabilities: Neither Novo nor Novo Subco have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise) other than those provided for historically in the financial statements filed on SEDAR.

• (g) Material Contracts: Except for the Material Contracts set out in Schedule B, Novo is not a party to nor bound by any Material Contract, whether oral or written, and the Material Contracts listed in Schedule B are all valid and subsisting, in full force and effect and unamended, no material default exists in respect thereof on the part of Novo or, to the best of Novo’s knowledge, on the part of any of the other parties thereto. Novo is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any of such Material Contracts.

• (h) Absence of Guarantees: Novo is not subject to any guarantees, indemnities or contingent or indirect obligations with respect to the liabilities or obligations of any other Person (including any obligation to service the debt of or otherwise acquire

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an obligation of another Person or to supply funds to, or otherwise maintain any working capital or other statement of financial position condition of any other Person).

• (i) Financial Condition The financial statements of Novo for its most recently completed financial year and its most recently completed interim period contained on its public disclosure record available at www.sedar.com: (i) complied as to form in all material respects with the published rules and regulations under the applicable securities laws; (ii) were reported in accordance with International Financial Reporting Standards; and (iii) present fairly the consolidated financial position of Novo and its subsidiaries, on a consolidated basis, as of the respective dates thereof and the consolidated results of operations of Novo and its subsidiaries, if any, for the periods covered thereby, and there has been no material adverse change to Novo’s financial condition since September 30, 2020.

• (j) Filings: Novo:

• (i) has duly filed in a timely manner all income tax returns and election forms in all jurisdictions where such tax returns or election forms are required to be filed and to the best of Novo’s knowledge all such returns and forms have been completed accurately and correctly in all material respects; and

• (ii) has paid all taxes and all interest and penalties thereon for all previous years and all required quarterly instalments due for the current fiscal year have been paid;

and there is no agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any tax return, or payment of any tax, governmental charge or deficiency, nor is there any action, suit, litigation, arbitration, proceeding, governmental proceeding, investigation or claim, including appeals and applications for review, in progress, or to the best of Novo’s knowledge, threatened or pending against or in relation to Novo or any of its assets in respect of, or discussions underway with any governmental authority relating to, any such tax or governmental charge or deficiency.

• (k) Capitalization: Other than the 13,505,335 Novo Shares issued and outstanding, there are no other securities of Novo outstanding.

• (l) Subco Capitalization: One common share represents all of the issued and outstanding shares in the capital of Novo Subco and no Person has any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, right or option or which with the passage of time or the occurrence of any event could become an agreement, right or option to acquire Novo Subco, or any interest therein.

• (m) Indebtedness: Neither Novo nor Novo Subco is indebted to any directors, officers, consultants or creditors of Novo or any affiliate or associate of any of them, on any account whatsoever.

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• (n) Absence of Contingent Tax Liabilities: There are no contingent tax liabilities against Novo or its subsidiaries nor to the best of Novo’s knowledge, any grounds that could prompt a reassessment.

• (o) Litigation: There is no suit, action, litigation, investigation, claim, complaint or proceeding before any governmental authority in progress or pending or, to Novo’s knowledge, threatened against or relating to it, any of its subsidiaries or their respective assets that, if determined adversely to Novo or its subsidiaries, would prevent it from fulfilling all of its obligations set out in this Agreement or arising from this Agreement or that would be expected to have a materially adverse effect upon Novo, its subsidiaries, their respective financial condition, results of operations or business prospects, and, to the best of Novo’s knowledge, there are no existing grounds on which any such action, suit, litigation or proceeding might be commenced with any likelihood of success.

• (p) Anti-Corruption. Neither Novo nor its subsidiaries, nor any of their respective directors, officers, agents, employees or any other Person acting on Novo’s behalf has, in connection with the operation of its respective business, used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation in any material respect of the Corruption of Foreign Public Officials Act (Canada) or any other similar applicable law.

• (q) Reporting Issuer. Novo is a “reporting issuer” as such term is defined under the securities legislation of British Columbia and Alberta and has been a reporting issuer for more than four months prior to the Effective Time and has no reason to believe that it is in default of applicable securities legislation.

• (r) Employment Agreements. There is no change of control payment that is triggered by this transaction, and there are no severance payments or termination payments that Novo is obligated to pay, including without limitation, to any consultants, directors, officers, employees or agents.

• 3.2 Survival : The representations and warranties of Novo hereunder shall survive the Closing for a period of 24 months, notwithstanding the waiver of any condition by the other parties.

• 3.3 Reliance : Novo acknowledges and agrees that the other parties have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement.

ARTICLE 4 NOBEL REPRESENTATIONS AND WARRANTIES

• 4.1 Nobel Representations and Warranties : In order to induce the other parties to enter into and to consummate the transactions contemplated hereunder, Nobel represents and warrants as follows:

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• (a) Organization and Good Standing: Nobel is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own their respective Assets and to carry on its business as presently conducted.

• (b) Corporate Structure: The authorized capital of Nobel consists of an unlimited number of common shares, of which there are 40,000,000 issued and outstanding. Other than such common shares and the securities described in subsection 4.1(g), there are no other issued and outstanding securities of Nobel. Nobel holds a 100% direct interest in Panama Subco. Panama Subco holds a 100% direct interest in Chile Subco. Other than Panama Subco and Chile Subco, Nobel has no other direct or indirect subsidiaries, nor any investment in any Person or any agreement, option or commitment to acquire any such investment.

• (c) Title: The Nobel shareholders, a list of which has been provided to Novo in writing, are the registered holders of all of the issued and outstanding common shares in the capital of Nobel. Each Nobel common share has been duly and validly issued and is outstanding as fully paid and non-assessable shares in the capital of Nobel.

• (d) Authority: Subject to the receipt of requisite shareholder, Nobel has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder including the completion of the Amalgamation and to perform its obligations hereunder. Subject to the receipt of requisite shareholder approval, the execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of Nobel and this Agreement has been duly executed and delivered by Nobel and constitutes a valid, binding and enforceable obligation of Nobel, except as such enforceability may be limited by general principles of equity and by bankruptcy, insolvency, reorganization or similar laws and judicial decisions affecting the rights of creditors generally.

• (e) Tax Status: Nobel is not a “non-resident” of Canada within the meaning of the Income Tax Act.

• (f) Agreement Valid: Nobel is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law that would be violated, contravened or breached by, or under which any default would occur as a result of, the authorization, execution and delivery of this Agreement by Nobel or the performance by it of any of the terms hereof. None of the authorization, execution or delivery of this Agreement by Nobel, nor the performance of its obligations hereunder will violate, conflict with or breach its or the its articles or by-laws or other organizational documents, or any Permit or Material Contract by which Nobel, its Nobel or their respective Assets are bound.

• (g) Convertible Securities: As of the date hereof, other than as described in Schedule D to this Agreement, and no Person has any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, right or option or which with the passage of time or the occurrence of any event could become an agreement, right or option to acquire Nobel, or any interest therein.

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• (h) Financial Statements: The financial statements to be delivered by Nobel will be prepared in accordance with IFRS and will present fairly the financial position of Nobel as at the date set out therein and the results of such company’s operations and the changes in such company’s financial position for the period then ended, and shall reflect any reserves required to be included under IFRS in the preparation of its financial statements. Nobel does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise), including under any guarantee of any debt except to the extent reflected or reserved in its financial statements. Since September 30, 2020, there has been no material change in respect of Nobel’s operations, financial condition or business.

• (i) Minute Books: The minute books of Nobel are true and correct in all material respects; contain the duly signed minutes of all meetings of the board of directors, shareholders and board committees of Nobel, as applicable, and all resolutions passed by the board of directors, shareholders and board committees of Nobel, as applicable.

• (j) Absence of Undisclosed Liabilities: Except as disclosed in Schedule B, Nobel does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise) other than those provided for historically in the financial statements or incurred in the ordinary course of business in accordance with past practice.

• (k) Material Contracts: Except for the Material Contracts set out in Schedule B, Nobel is not a party to nor bound by any Material Contract, whether oral or written, and the Material Contracts listed in Schedule B are all valid and subsisting, in full force and effect and unamended, no material default exists in respect thereof on the part of Nobel or, to the best of Nobel’s knowledge, on the part of any of the other parties thereto. Nobel is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any of such Material Contracts.

• (l) Absence of Guarantees: Nobel is not subject to any guarantees, indemnities or contingent or indirect obligations with respect to the liabilities or obligations of any other Person (including any obligation to service the debt of or otherwise acquire an obligation of another Person or to supply funds to, or otherwise maintain any working capital or other statement of financial position condition of any other Person).

• (m) Absence of Approvals Required: No authorization, approval, order, license, permit or consent of any Governmental Body and no registration, declaration or filing by Nobel with any such Governmental Body is required to be obtained Nobel in order to consummate the transactions contemplated hereunder, to execute and deliver all of the documents and instruments to be delivered by Nobel under this Agreement, to duly perform and observe the terms and provisions of this Agreement, or to render this Agreement legal, valid, binding and enforceable.

• (n) Permits and Licences: Nobel holds all material authorizations, approvals, orders, licences, permits or consents issued by any Governmental Body that are necessary

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or desirable in connection with the conduct and operation of its business as currently being conducted or pursuant to the execution and fulfillment of any material term of any Material Contract, and the ownership, leasing or use of its Assets as the same are now owned, leased, used, conducted or operated, and Nobel is not in material breach of or in default under any of the terms or conditions thereof. Nobel is not aware of any intention of any Governmental Body to revoke, rescind or terminate any such authorizations, approvals, orders, licenses, permits or consents.

(o) Filings: Nobel:

• (i) has duly filed in a timely manner all income tax returns and election forms in all jurisdictions where such tax returns or election forms are required to be filed and to the best of Nobel’s knowledge all such returns and forms have been completed accurately and correctly in all material respects; and

• (ii) has paid all taxes and all interest and penalties thereon for all previous years and all required quarterly instalments due for the current fiscal year have been paid;

and there is no agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any tax return, or payment of any tax, governmental charge or deficiency, nor is there any action, suit, litigation, arbitration, proceeding, governmental proceeding, investigation or claim, including appeals and applications for review, in progress, or to the best of Nobel’s knowledge, threatened or pending against or in relation to Nobel or any of its Assets in respect of, or discussions underway with any governmental authority relating to, any such tax or governmental charge or deficiency.

• (p) Absence of Contingent Tax Liabilities. Except as disclosed in Schedule B, there are no contingent tax liabilities against Nobel nor to the best of Nobel’s knowledge, any grounds that could prompt a reassessment.

• (q) Related Party; Indebtedness: None of the directors or officers of Nobel or any associate or Affiliate of any of the foregoing has any material interest, direct or indirect, in any material transaction or any proposed material transaction with Nobel, other than employment or similar consulting agreements or arrangements entered into in the ordinary course of its business; Nobel is not indebted to any directors, officers, consultants or employees of Nobel or any affiliate or associate of any of them, on any account whatsoever.

(r) Employment Agreements.

• (i) Except as disclosed in Schedule E, Nobel is not a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of Nobel that cannot be terminated with payment of no more than one times such individual’s monthly salary,

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recognizing that a court of competent jurisdiction in an action for wrongful dismissal or otherwise has the authority to award damages in an amount greater than one times an individual’s monthly salary;

• (ii) Except as disclosed in Schedule “E”, there are no employees or consultants whose employment or contract with Nobel cannot be terminated with delivery of less than one months' notice;

• (iii) Nobel is not: (a) to the best of Nobel’s knowledge, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement, or (b) subject to any current, or to the best of Nobel’s knowledge, pending or threatened strike or lockout;

• (iv) There is no change of control payment that is triggered by this transaction, and there are no severance payments or termination payments that Nobel is obligated to pay, including without limitation, to any consultants, directors, officers, employees or agents;

• (v) Nobel is not subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or, to the best of Nobel’s knowledge, pending or threatened, or any litigation, actual or, to the best of Nobel’s knowledge, pending or threatened, relating to employment or termination of employment of employees or independent contractors; and

• (vi) Nobel has operated in all material respects in accordance with all applicable law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, or, to the best of Nobel’s knowledge, pending or threatened, material proceedings before any board or tribunal with respect to any of the above.

• (s) Litigation: There is no suit, action, litigation, investigation, claim, complaint or proceeding before any governmental authority in progress or pending or, to the best of Nobel’s knowledge, threatened against or relating to it, its assets that, if determined adversely, would prevent it from fulfilling all of its obligations set out in this Agreement or arising from this Agreement or that would be expected to have a materially adverse effect upon Nobel, their respective financial condition, results of operations or business prospects, and, to the best of Nobel’s knowledge, there are no existing grounds on which any such action, suit, litigation or proceeding might be commenced with any likelihood of success.

• (t) Due Diligence: All information provided to Novo in relation to Novo’s due diligence of Nobel, is, to the best of Nobel’s knowledge, true and correct in all material respects and does not contain any material omissions as at the respective date as stated therein and has not been amended except as provided to Novo.

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• (u) Anti-Corruption. Nobel has not, and none of its respective directors, officers, agents, consultants, employees or any other Person acting on its behalf has, in connection with the operation of its respective business, used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation in any material respect of the Corruption of Foreign Public Officials Act (Canada) or any other similar applicable law.

(v) Interest in Properties and Mineral Rights.

• i. All of Nobel’s, the Panama Subco’s and the Chile Subco’s mining properties (collectively, the “ Nobel Properties ”) and all of their respective mineral interests and rights therein (including any material claims, mineral leases, concessions, exploration licenses, exploitation licenses and prospecting permits) (collectively, the “ Nobel Mineral Rights ”), are set out in Schedule F hereto. Other than the Nobel Properties and the Nobel Mineral Rights as set out in Schedule F hereto, Nobel does not own or has any interest in any material real property or any material mineral interests and rights.

• ii. Nobel (or its subsidiaries) are the recorded holder or have rights to acquire pursuant to legally binding and enforceable contracts, as applicable, the Nobel Mineral Rights, free and clear of any Encumbrances.

• iii. All of the Nobel Mineral Rights have been properly located and recorded in compliance with applicable law and are comprised of valid and subsisting mineral claims.

• iv. Other than in respect of taxes indicated to be owing as outlined in the opinion of Marinovic & Alcalde Abogados dated December 23, 2020 addressed to Chile Subco in respect of Chile Subco’s Algarrobo Property in Chile, the Nobel Properties and the Nobel Mineral Rights are in good standing under applicable laws and, all work required to be performed and filed in respect thereof has been performed and filed, all taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.

• v. There are not (i) any material liabilities or obligations or liens, encumbrances, charges or security interests related or attaching to any mining concessions, or (ii) any facts, circumstances or events which on the consummation of the Transaction will give rise to any rights in favour of third parties, or will result in any violation or breach of any material contract, licence, agreement, franchise or permit or any mining concessions.

• vi. There is no material adverse claim against or challenge to the title to or ownership of any of the Nobel Properties or the Nobel Mineral Rights.

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• vii. Nobel (or its subsidiaries) has the exclusive right to deal with the Nobel Properties and all of the Nobel Mineral Rights.

• viii. Other than as disclosed to Novo, no Person other than Nobel or the Nobel Subsidiaries has any interest in the Nobel Properties or any of the Nobel Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.

• ix. There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Nobel's or its subsidiaries’ interests in the Nobel Properties or any of the Nobel Mineral Rights.

• x. There are no material restrictions on the ability of Nobel or its subsidiaries to use, transfer or exploit the Nobel Properties or any of the Nobel Mineral Rights, except pursuant to the applicable law.

• xi. Neither Nobel nor any of its subsidiaries have received any notice, whether written or oral, from any Governmental Body of any revocation or intention to revoke any interest of Nobel or its subsidiaries in any of the Nobel Mineral Rights.

• xii. Nobel and its subsidiaries have all necessary right to conduct the exploration and development work on the mineral claims apprised in the Nobel Mineral Rights currently conducted or contemplated by Nobel or its subsidiaries on such mineral claims.

• xiii. Neither Nobel nor its subsidiaries are subject to an agreement, arrangement or understanding, whether written or oral, that provides for an area of influence in respect of any of the Nobel Properties.

(w) Environmental Matters.

• i. All facilities and operations of Nobel have been conducted by Nobel, and are now, in compliance with all Environmental Laws.

• ii. Nobel is in possession of, and in compliance with, all environmental permits that are required to own, lease and operate the properties and mineral rights held by it at its current stage of development and to conduct their respective business as they are now being conducted.

• iii. No environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Nobel, including but not limited to any such obligations that have arisen due to work conducted pursuant to the Material Contracts, and, to the knowledge of Nobel, there is no basis for any such obligations, demands, notices, work

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orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business.

• iv. Nobel is not subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures.

• v. To the knowledge of Nobel, there are no changes in the status, terms or conditions of any environmental permits held by Nobel or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Nobel following the Effective Date.

• vi. Nobel has made available to Novo all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters.

• vii. To the knowledge of Nobel, it is not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws, including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws).

(x) Pre-emptive Rights.

  - i. No shareholder of Nobel is entitled to pre-emptive rights or registration rights;

  - ii. Nobel is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities; and

  - iii. Nobel is not a party to, and Nobel does not have any knowledge of, any agreement restricting the voting or transfer of any its securities.

• (y) Finder’s Fees. Other than in respect of the Private Placement or any financings, no person or corporation is entitled to a finder’s fee or other form of compensation from Nobel with respect to the Transaction.

• 4.2 Survival : The representations and warranties of Nobel hereunder shall survive the Closing for a period of 24 months, notwithstanding the waiver of any condition by the other parties.

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• 4.3 Reliance : Nobel acknowledges and agrees that the other parties have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the other parties.

ARTICLE 5 INTERIM COVENANTS

• 5.1 Covenants . From the date of this Agreement until the earlier of (i) the Closing Date, and (ii) the termination of this Agreement in accordance with Article 11, the parties will use their best commercial efforts to complete the Transaction and take the following steps in furtherance thereof within the following time periods:

• (a) Nobel shall set the record and meeting dates for a meeting of the shareholders of Nobel, which meeting shall occur no later than March 15, 2021;

• (b) Novo shall prepare and mail an information circular in accordance with Section 2.4, in a form mutually acceptable to the parties acting reasonably, to Novo shareholders in respect of the Novo Meeting, such mailing to occur on or before January 13, 2021;

• (c) Nobel shall prepare and mail an information circular in accordance with Section 2.5, in a form mutually acceptable to the parties acting reasonably, to Nobel shareholders in respect of the Nobel Meeting, such mailing to occur on or before March 5, 2021;

• (d) the parties shall prepare and file the final Listing Statement in accordance with Section 2.6(a), in a form mutually acceptable to the parties acting reasonably, such filing to occur on or before March 20, 2021;

• (e) Nobel shall recommend that its shareholders vote in favour of the Transaction;

• (f) the parties shall obtain the requisite regulatory conditional approvals, including but not limited to Novo obtaining the conditional approval of the TSXV with respect to listing the Amalco Shares on the TSXV; and

• (g) closing of the Transaction will occur on or before March 31, 2021.

ARTICLE 6 CLOSING

• 6.1 Closing Date and Location : The transactions contemplated by this Agreement shall be completed in person or by electronic delivery at 5:00 P.M. (Toronto time) on the Closing Date, or at such other time or at such other location as may be mutually agreed upon in writing by the parties.

ARTICLE 7 CONDITIONS

• 7.1 Mutual Conditions : The respective obligations of the parties hereto to consummate the transactions contemplated hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived only by the mutual

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consent of the parties without prejudice to their rights to rely on any other or others of such conditions:

• (a) the receipt of all necessary prior regulatory approvals, specifically TSXV approval with respect to the Transaction;

• (b) Novo having received the approval of its shareholders;

• (c) Nobel having received the approval of its shareholders; and

• (d) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction shall be in effect prohibiting the transactions contemplated by this Agreement and no action or proceeding shall have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the transactions between the parties contemplated by this Agreement.

• 7.2 Novo’s Conditions : The obligations of Novo to complete the transactions contemplated hereunder shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent:

• (a) Initial Deliveries: Nobel will have delivered:

  • (i) concurrent with the execution of this Agreement and as at Closing, certificates of good standing or equivalent for Nobel, duly issued by the authorized government corporate registry in the applicable jurisdiction of incorporation dated no later than two days prior to Closing;

  • (ii) such due diligence materials including, but not limited to, the minute books of Nobel, such as directors resolutions, shareholder ledgers and shareholder registers and such other documents as Novo’s counsel may request, acting reasonably;

  • (iii) a National Instrument 43-101 compliant technical report in respect of the Algorrobo IOCG Copper Project;

  • (iv) audited financial statements of Nobel for the most recently completed financial year, and any other interim financial statements of Nobel requested by the TSXV; and

  • (v) such other documents as may be required by Novo, acting reasonably;

• (b) Truth and Accuracy of Representations: The representations and warranties of Nobel made under this Agreement shall be true and correct at the Closing Time and with the same effect as if made at and as of the Closing Time;

• (c) Performance of Obligations: Nobel shall have performed and complied with all the obligations and covenants contained in this Agreement to be performed and complied with by it, other than those conditions which are waived by Novo;

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• (d) Absence of Material Adverse Change: There will have been no material adverse changes, adverse change of material fact or any development that could reasonably result in an adverse material impact on the business, financial results, operations or affairs of Nobel; and

• (e) Absence of Change of Conditions: No event shall have occurred or condition or situation shall have arisen or legislation (whether by statute, rule, regulation, bylaw or otherwise) shall have been introduced that might reasonably be expected to have a materially adverse effect upon Nobel or the financial condition, results of operations or business prospects of Nobel.

• (f) Closing Documentation: Novo shall have received the following closing documentation:

  • (i) certificates of good standing (or equivalent) for Nobel duly issued by the Registrar of Companies (Ontario) on the Closing Date dated no later than two days prior to Closing;

  • (ii) a certified copy of a resolution of the directors of Nobel approving the transactions contemplated hereunder and authorizing the execution of this Agreement;

  • (iii) share certificates representing the outstanding shares of Amalco;

  • (iv) all other necessary consents waivers, and authorizations required approve the Amalgamation as provided for in this Agreement;

  • (v) a corporate legal opinion concerning Nobel, in customary form, satisfactory to Novo, acting reasonably;

  • (vi) a title opinion concerning the Nobel Properties, in customary form, satisfactory to Novo, acting reasonably, and

  • (vii) such other documents as may be required by Novo, acting reasonably.

• (g) Private Placement. Nobel shall have completed the Private Placement.

• (h) Absence of Additional Liabilities: Nobel will not have incurred any liabilities other than those which are:

  • (i) described in Schedule “B”;

  • (ii) reasonably incurred in the ordinary course of business; or

  • (iii) incurred with the consent of Novo, not to be unreasonably withheld.

• 7.3 Waiver/Survival : The conditions set forth in Section 7.2 are for the exclusive benefit of Novo and may be waived by Novo in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the Amalgamation

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contemplated by this Agreement by Novo shall not prejudice or affect in any way the rights of Novo in respect of the representations and warranties of Nobel in this Agreement.

• 7.4 Nobel’s Conditions : The obligations of Nobel to complete the transactions contemplated hereunder shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent:

• (a) Truth and Accuracy of Novo Representations at Closing: The representations and warranties of Novo made hereunder shall be true and correct at Closing and with the same effect as if made at and as of Closing;

• (b) Performance of Obligations: Novo shall have performed and complied with all the obligations and covenants contained in this Agreement to be performed and complied with by it;

• (c) Absence of Material Adverse Change: There will have been no material adverse changes, adverse change of material fact or any development that could reasonably result in an adverse material impact on the business, financial results, operations or affairs of Novo;

• (d) Closing Documentation: Nobel shall have received from Novo the following closing documentation:

  • (i) a certificate of good standing for Novo and Novo Subco duly issued by the Registrar of Companies (Ontario) on the Closing Date dated no later than two days prior to Closing;

  • (ii) certificates or other satisfactory evidence of electronic deposit of the Novo Shares registered in the name of Nobel shareholders as directed by Nobel in writing;

  • (iii) a certified copy of a resolution of the directors of Novo approving the transactions contemplated hereunder and authorizing the execution of this Agreement;

  • (iv) a certified copy of the resolutions of the shareholders of Novo approving the Transaction, if required;

  • (v) a corporate legal opinion concerning Novo, in customary form, satisfactory to Noble, acting reasonably;

  • (vi) such other documents as may be required by Nobel, acting reasonably.

• (e) Consolidation. Novo shall have completed a consolidation on the basis of one (1) post-consolidation Novo Share for each 6.6667 pre-consolidation Novo Shares (the “ Consolidation ”), or such other ratio as agreed upon by the parties.

• (f) Name Change. Novo shall have completed a name change to “Nobel Resources Corp”.

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• 7.5 Waiver/Survival : The conditions set forth in Section 7.4 are for the exclusive benefit of Nobel and may be waived by it in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, completion of the Amalgamation contemplated by this Agreement by Nobel shall not prejudice or affect in any way the rights of Nobel in respect of the warranties and representations of Novo set forth in this Agreement.

ARTICLE 8 CONDUCT OF BUSINESS PRIOR TO CLOSING

• 8.1 Nobel Conduct : Except as otherwise contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Closing Time, Nobel shall and/or shall cause Nobel, as applicable, to do the following:

• (a) Conduct Business in Ordinary and Usual Course: Conduct Nobel business in the ordinary and usual course thereof and not, without the prior written consent of Novo, enter into any transaction which would constitute a breach of any of their respective representations, warranties or agreements contained herein. Without limiting the generality of the foregoing:

  • (i) Nobel will not, without Novo’s prior written consent, acting reasonably, terminate, amend, vary or entering into any Material Contracts other than with respect to the Private Placement;

  • (ii) Nobel will not, without Novo’s prior written consent, not to be unreasonably withheld, grant any bonuses, benefits or other forms of direct or indirect compensation or approve any change of control or other termination benefits to any employee, officer, director or consultant of Nobel;

  • (iii) Nobel will not, without Novo’s prior written consent, not to be unreasonably withheld, issue any equity securities, from treasury or otherwise, or options, warrants, rights or convertible securities other than with respect to the Private Placement;

  • (iv) Nobel will not, without Novo’s prior written consent, pay any dividends, redeem any securities, or otherwise cause assets to be distributed; and

  • (v) Nobel will not, without Novo’s prior written consent, borrow any funds, under existing credit lines or otherwise, except as specifically contemplated in this Agreement;

• (b) Perform Obligations: Nobel will comply, in all material respects, with all laws affecting the operation of their respective business and pay all required taxes;

• (c) Pay Liabilities: Nobel will pay and discharge all of their respective liabilities or obligations in the ordinary and usual course of business consistent with past business practice, except for such liabilities or obligations as may be contested by each of them in good faith;

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• (d) No Breach: Not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of or render untrue any of Nobel’s representations, warranties, covenants, or other obligations contained herein;

• (e) Preserve Business: Preserve intact Nobel’s business and its Assets, and promote and preserve for Novo the goodwill of consultants, suppliers, and others having business relations with Nobel and the Assets; and

• (f) Actions Contrary to the Transaction. Not knowingly take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which is or could reasonably be expected to impede or delay the completion of the Transaction and the transactions contemplated under this Agreement except as specifically permitted by this Agreement, including but not limited to, engaging in any discussions or taking any action relating to a going public, reverse take-over, public listing, or other similar transaction or series of transactions, except with respect to the Transaction.

• 8.2 Novo Conduct : Except as otherwise contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Closing Time, Novo shall do the following:

• (a) Conduct Business in Ordinary and Usual Course: Conduct the Novo business in the ordinary and usual course thereof and not, without the prior written consent of Nobel, enter into any transaction which would constitute a breach of any of their respective representations, warranties or agreements contained herein. Without limiting the generality of the foregoing:

  • (i) Novo will not, without Nobel’s prior written consent, acting reasonably, dispose, option, encumber or transfer rights to any assets with a value exceeding $5,000 or an aggregate of $15,000;

  • (ii) Novo will not, without Nobel’s prior written consent, acting reasonably, terminate, amend, vary or enter into any Material Contracts of which it is a party;

  • (iii) Novo will not, without Nobel’s prior written consent, grant any bonuses, benefits or other forms of direct or indirect compensation or approve any change of control or other termination benefits to any employee, officer, director or consultant of Novo;

  • (iv) Novo will not, without Nobel’s prior written consent, issue any equity securities, from treasury or otherwise, or options, warrants, rights or convertible securities;

  • (v) Novo will not, without Nobel’s prior written consent, pay any dividends, redeem any securities, or otherwise cause assets to be distributed; and

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  • (vi) Novo will not, without Nobel’s prior written consent, borrow any funds, under existing credit lines or otherwise, except as specifically contemplated in this Agreement.

• (b) Actions Contrary to the Transaction. Novo shall not knowingly take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which is or could reasonably be expected to impede or delay the completion of the Transaction and the transactions contemplated under this Agreement

• 8.3 Post-Closing Period: Promptly after the Closing, Novo shall make, or cause to be made, all filings, required to be given or made to the TSXV in order to obtain final approval of the TSXV for the transactions contemplated by this Agreement, including the issuance and listing of the Novo Shares to be issued and delivered to Nobel pursuant to Section 2.2. Novo shall promptly advise Nobel if final approval of the TSXV is not granted for any reason whatsoever.

ARTICLE 9 INDEMNITIES

• 9.1 General Indemnification by Novo: Novo agrees to indemnify and hold harmless Nobel from and against any Loss suffered or incurred by Nobel in connection with (i) any incorrectness in or breach of any representation or warranty of Novo, or (ii) any breach or non-performance by Novo of any covenant to be performed by it, in either case, contained herein or any other agreement or instrument delivered by it as contemplated hereunder.

• 9.2 General Indemnification by Nobel: Nobel agrees to indemnify and hold harmless Novo from and against any Loss suffered or incurred by Novo in connection with (i) any incorrectness in or breach of any representation or warranty of Nobel, or (ii) any breach or non-performance by Nobel of any covenant to be performed by it, in either case, contained herein or any other agreement or instrument delivered by it as contemplated hereunder.

ARTICLE 10

CONFIDENTIALITY

• 10.1 No Disclosure: No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated hereby will be made by either party or any of its representatives without the prior approval of the other party as to timing, content and method, provided that the provisions of this paragraph will not prevent any party from making, after consultation with the other party, such disclosure as its counsel advises is required by applicable law or the rules and policies of the TSXV.

• 10.2 Hold Information in Confidence: Unless and until the transactions contemplated in this Agreement have been completed, or until the termination of this Agreement, except with the prior written consent of the other party, each of the parties and their respective representatives will hold all information received from the other party in the strictest confidence, except such information and documents as are available to the public or as are required to be disclosed by applicable law or regulation.

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ARTICLE 11 TERMINATION

• 11.1 Termination : Notwithstanding any other provision in this Agreement, this Agreement may be terminated at any time prior to the Closing Date as follows:

• (a) by mutual written agreement by the parties;

• (b) By Nobel if:

  • (i) Novo has not received the requisite TSXV approvals with respect to the Transaction on or before March 31, 2021;

  • (ii) Novo materially breaches any of its representations or warranties or fails to comply with any covenants contained herein, and such default is not remedied within five Business Days of written notice provided to Novo of such default; or

  • (iii) any of the conditions precedent contained herein for the benefit of Nobel, has not been complied with, or waived by Nobel.

• (c) by Novo if:

  • (i) the shareholders of Nobel have not approved the Transaction on or before March 31, 2021;

  • (ii) Novo has not received the requisite TSXV approvals with respect to the Transaction on or before March 31, 2021;

  • (iii) Nobel materially breach any of its representations or warranties or fails to comply with any covenants contained herein, and such default is not remedied within five Business Days of written notice provided of such default; or

  • (iv) any of the conditions precedent contained herein for the benefit of Novo have not been complied with, or waived by Novo.

Any party desiring to terminate this Agreement pursuant to this Section 11.1 shall give written notice of such termination to the other party.

This Agreement shall terminate automatically in the event that the Transaction has not been completed by April 30, 2021, unless such date has been extended by mutual agreement of the parties in writing (the “ Outside Date ”).

• 11.2 Post-Termination Obligations : Upon the termination of this Agreement, the parties shall be released from their obligations hereunder other than as expressly contemplated hereby, excepting those under Article 11, and Section 13.1, provided that nothing herein shall relieve a party from liability arising prior to such termination.

• 30 -

ARTICLE 12 DISPUTE RESOLUTION

• 12.1 Disputes : Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof and any claim or request that may be made under any of the provisions of the Business Corporations Act (Ontario) shall be determined by arbitration in Toronto before one arbitrator. The parties agree that the arbitrator has the jurisdiction to make any interim or final awards that may be made by a judge of the Ontario Superior Court of Justice. The arbitration shall be conducted in Toronto in accordance with the Arbitration Act, 1991 (Ontario). The arbitrator's decision will be final and binding on the parties, enforceable in any court of competent jurisdiction, and will not be subject to appeal, except in the circumstances in which a party to an arbitration could appeal to a court under the Arbitration Act, 1991 (Ontario).

ARTICLE 13 GENERAL

• 13.1 Expenses : All costs and expenses incurred in connection with the preparation of this Agreement shall be paid by Nobel and all costs and expenses incurred after the date hereof in respect of the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

• 13.2 Time : Time shall be of the essence hereof.

• 13.3 Notices : Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered, telecopied or electronically transmitted to the party to whom it is given or, if mailed, by prepaid registered mail addressed to such party as set out on the first page of this Agreement, or at such other address as the party to whom such writing is to be given shall have last notified to the party giving the same in the manner provided in this clause. Any notice mailed shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing unless at the time of mailing or within five Business Days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy or electronic transmittal. Any notice delivered, telecopied or electronically transmitted to the party to whom it is addressed shall be deemed to have been given and received on the Business Day next following the day it was delivered, telecopied or electronically transmitted.

• 13.4 Governing Law : This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and save and except for matters that are subject to binding decision by an expert as contemplated under Article 13 herein the parties submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

• 13.5 Assignment : The rights of the parties hereunder may not be assigned by any party without the prior written consent of the other party.

• 31 -

• 13.6 Severability : If a court or other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

• 13.7 Further Assurances : The parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereunder, and each party shall provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Closing Date. Without limiting the generality of the foregoing, each of the parties shall co-operate and use their reasonable commercial efforts in good faith to take, or cause to be taken, all reasonable actions, including the preparation of any applications for regulatory approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals required in connection with this Agreement and the Transaction and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under this Agreement and the Transaction, and to complete any of the transactions contemplated by this Agreement, including their obligations under applicable laws.

• 13.8 Enurement : This Agreement and each of the terms and provisions hereof shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

• 13.9 Amendments and Waiver : No modification of or amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties and no waiver of any breach of any term or provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same, and unless otherwise provided, will be limited to the specific breach waived.

• 13.10 Entire Agreement : This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, by and between any of the parties with respect to the subject matter hereof.

• 13.11 Counterparts : This Agreement may be executed in as many counterparts as may be necessary or by facsimile or electronic transmission and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies or copies of electronic transmissions together shall constitute one and the same instrument.

[signature pages follow]

• 32 -

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

NOVO19 CAPITAL CORP.

Per: “ David Mitchell” David Mitchell, Chief Executive Officer

2791419 ONTARIO INC.

Per: “ David Mitchell” David Mitchell, Chief Executive Officer

NOBEL RESOURCES CORP.

Per: “ David Gower” David Gower, Chief Executive Officer

SCHEDULE A

TO THE AMALGAMATION AGREEMENT DATED JANUARY 12, 2021

Intentionally deleted

51605829.4

• 34 -

SCHEDULE B

TO THE AMALGAMATION AGREEMENT DATED 12, 2021

Material Contracts of Novo

1. Transfer Agency and Registrar Agreement between Parkside Resources Corp. (now Novo19 Capital Corp.) and Pacific Corporate Trust Company (now Computershare Trust Company of Canada) dated November 15, 2006.

Material Contracts of Nobel

1. The irrevocable sale, promise and purchase option agreement dated December 14, 2020 by and between Minera Caldera SCM and Mantos Grandes Resources Chile SpA.

2. Engagement letter between Nobel and Clarus Securities Inc. dated December 7, 2020 relating to an offering of up to $5,000,000 in subscription receipts of Nobel.

3. See consulting agreements in Schedule E hereto.

4. 35 -

SCHEDULE C

TO THE AMALGAMATION AGREEMENT DATED JANUARY 12, 2021

Articles of Amalgamation

Attached.

Ontario Corporation Number Numéro de la société en Ontario

For Ministry Use Only À l’usage exclusif du ministère

ARTICLES OF AMALGAMATION STATUTS DE FUSION

Form 4 Business Corporations Act

Formule 4 Loi sur les sociétés par actions

1. The name of the amalgamated corporation is: (Set out in BLOCK CAPITAL LETTERS)

2. Dénomination sociale de la société issue de la fusion: (Écrire en LETTRES MAJUSCULES SEULEMENT) :

orm 4 usiness orporations ct ormule 4 oi sur les ociétés par ctions

ARTICLES OF AMALGAMATION STATUTS DE FUSION 1. The name of the amalgamated corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale de la société issue de la fusion: (Écrire en LETTRES MAJUSCULES SEULEMENT) : 2. The address of the registered office is: Adresse du siège social : 3. Number of directors is: Nombre d’administrateurs : 4. The director(s) is/are: / Administrateur(s) : Postal Code/Code postal ONTARIO First name, middle names and surname Prénom, autres prénoms et nom de famille Address for service, giving Street & No. or R.R. No., Municipality, Province, Country and Postal Code Domicile élu, y compris la rue et le numéro ou le numéro de la R.R., le nom de la municipalité, la province, le pays et le code postal Resident Canadian State ‘Yes’ or ‘No’ Résident canadien Oui/Non Street & Number or R.R. Number & if Multi-Office Building give Room No. / Rue et numéro ou numéro de la R.R. et, s’il s’agit d’un édifice à bureaux, numéro du bureau Name of Municipality or Post Office / Nom de la municipalité ou du bureau de poste Fixed number ORminimum and maximum Nombre fixe OUminimum et maximum NOBEL RESOURCES HOLDING CORP. 36 Lombard Street, Floor 4 Toronto M5C2X3 1 10 David Gower 36 Lombard Street, Floor 4 Toronto, ON M5C 2X3 Yes Lawrence Guy Yes 36 Lombard Street, Floor 4 Toronto, ON M5C 2X3

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© Queen’s Printer for Ontario, 2011 / © Imprimeur de la Reine pour l’Ontario, 2011

5. Method of amalgamation, check A or B

Méthode choisie pour la fusion – Cocher A ou B :

• A - Amalgamation Agreement / Convention de fusion :

• The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below.

or

• Les actionnaires de chaque société qui fusionnne ont dûment adopté la convention de fusion conformément au paragraphe 176(4) de la Loi sur les sociétés par actions à la date mentionnée ci-dessous.

ou

• B - Amalgamation of a holding corporation and one or more of its subsidiaries or amalgamation of subsidiaries / Fusion d’une société mère avec une ou plusieurs de ses fi liales ou fusion de fi liales :

The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below.

Les administrateurs de chaque société qui fusionne ont approuvé la fusion par voie de résolution conformément à l’article 177 de la Loi sur les sociétés par actions à la date mentionnée ci-dessous.

The articles of amalgamation in substance contain the provisions of the articles of incorporation of Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutifs de

and are more particularly set out in these articles. et sont énoncés textuellement aux présents statuts.

Date of Adoption/Approval Names of amalgamating corporations Ontario Corporation Number Date d’adoption ou d’approbation Dénomination sociale des sociétés qui fusionnent Numéro de la société en Ontario Year Month Day année mois jour 2791419 Ontario Inc. 2791419 Nobel Resources Corp. 2772996

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1. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. Limites, s’il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la société.

The Corporation is not restricted by these articles from carrying on any business or businesses or from exercising any power or powers.

1. The classes and any maximum number of shares that the corporation is authorized to issue: Catégories et nombre maximal, s’il y a lieu, d’actions que la société est autorisée à émettre :

The Corporation is authorized to issue an unlimited number of common shares (hereinafter called the "Common Shares").

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1. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:

2. Droits, privilèges, restrictions et conditions, s’il y a lieu, rattachés à chaque catégorie d’actions et pouvoirs des administrateurs relatifs à chaque catégorie d’actions qui peut être émise en série :

The rights of the holders of the Common Shares include the rights:

(a) to vote at all meetings of shareholders

• (b) to receive dividends as and when declared by the directors; and

• (c) to receive the remaining property of the Corporation upon dissolution.

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1. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows: L’émission, le transfert ou la propriété d’actions est/n’est pas restreint. Les restrictions, s’il y a lieu, sont les suivantes :

Securities of the Corporation, other than non-convertible debt securities, shall not be transferred without:

(a) the consent of either:

(i) the directors evidenced by a resolution passed or signed by them and recorded in the books of the Corporation; or

(ii) the holders of a majority in number of the outstanding voting shares of the Corporation, or

(b) where the securities are not shares, the restrictions on transfer contained in the applicable security holders' agreement having been complied with.

1. Other provisions, (if any): Autres dispositions, s’il y a lieu :

None.

1. The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule “A”. Les déclarations exigées aux termes du paragraphe 178(2) de la Loi sur les sociétés par actions constituent l’annexe A.

2. A copy of the amalgamation agreement or directors’ resolutions (as the case may be) is/are attached as Schedule “B”. Une copie de la convention de fusion ou les résolutions des administrateurs (selon le cas) constitue(nt) l’annexe B.

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These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire.

Name and original signature of a director or authorized signing officer of each of the amalgamating corporations. Include the name of each corporation, the signatories name and description of office (e.g. president, secretary). Only a director or authorized signing offi cer can sign on behalf of the corporation. / Nom et signature originale d’un administrateur ou d’un signataire autorisé de chaque société qui fusionne. Indiquer la dénomination sociale de chaque société, le nom du signataire et sa fonction (p. ex. : président, secrétaire). Seul un administrateur ou un dirigeant habilité peut signer au nom de la société .

2791419 Ontario Inc.

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Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
Nobel Resources Corp.
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
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SCHEDULE D

TO THE AMALGAMATION AGREEMENT DATED JANUARY 12, 2021

1. 208,000 broker warrants with an exercise price of $0.10 expiring on October 9, 2022.

2. 60,000 broker warrants with an exercise price of $0.10 expiring on October 22, 2022.

3. 37 -

SCHEDULE E

TO THE AMALGAMATION AGREEMENT DATED JANUARY 12, 2021

1. Independent contractor agreement dated September 1, 2020 between Nobel and 2574919 Ontario Inc.

2. Consulting agreement dated September 1, 2020 between Nobel and Damian Lopez Consulting Professional Corporation

3. Consulting agreement dated September 1, 2020 between Nobel and Gower Exploration Consulting Inc.

4. Consulting agreement dated November 1, 2020 between Nobel and Greg Duras

5. Consulting agreement dated September 1, 2020 between Nobel and North 52[nd] Asset Management Inc.

6. Consulting agreement dated September 1, 2020 between Nobel and Vernon Arseneau

7. Independent contractor agreement dated September 1, 2020 between Nobel and Wanda Roque

8. 38 -

SCHEDULE F

TO THE AMALGAMATION AGREEMENT DATED JANUARY 12, 2021

The mining concessions below located in Caldera, Copiapo Region, Chile.

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