Nordique Resources Inc. - M&A Activity 2021

Execution Version

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made this 22nd day of February, 2021,

BETWEEN:

BOREALIS MINING COMPANY, LLC ,

a Nevada limited liability company,

(hereinafter referred to as the “ Seller ”),

and -

P2 GABBS INC. ,

a Nevada corporation,

(hereinafter referred to as the “ Buyer ”),

and -

P2 GOLD INC. ,

a Canadian corporation,

(hereinafter referred to as “ P2 Gold ”),

WHEREAS the Seller owns, among other things, the Purchased Assets (as defined below) located in the Mammoth Mining District in Nye County, Nevada;

AND WHEREAS the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller, all of the Seller’s right, title and interest in and to the Purchased Assets, all on the terms and conditions set out in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and the mutual agreements in this Agreement, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“ Acquired Permits ” has the meaning set forth in Section 2.1(c);

“ Affiliate ” means, (i) with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the Person specified and (ii) with respect to the Seller, Waterton Precious Metals Fund II Cayman, LP. For purposes hereof, “control” means the

possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, through ownership of voting securities or rights, by contract, as trustee, executor or otherwise;

“ Agreement ” means this asset purchase agreement and all attached Schedules and Exhibits;

“ Applicable Securities Laws ” means the securities legislation in (a) the United States, including the U.S. Securities Act of 1933, and (b) each of the Provinces of British Columbia, Alberta and Ontario, including all rules, regulations, published policy statements and blanket orders thereunder or issued by one or more of the Canadian Securities Regulatory Authorities;

“ Assumed Obligations ” has the meaning set forth in Section 2.3;

“ Business Day ” means any day other than a Saturday, Sunday or a legal holiday on which banking institutions in the State of Nevada, the Province of Ontario or the Province of British Columbia are not required to open;

“ Buyer ” has the meaning set forth in the preamble;

“ Buyer Parties ” means, collectively, the Buyer and P2 Gold;

“ Canadian Securities Regulatory Authorities ” means, collectively, the securities regulatory authorities in each of the Provinces of British Columbia, Alberta and Ontario;

“ Cash Consideration ” has the meaning set forth in Section 2.4(a);

“ Change of Control Transaction ” means a merger, amalgamation, reorganization, business combination, tender offer, exchange offer, take-over bid, statutory arrangement or similar transaction involving P2 Gold or its securities resulting in a change of control of P2 Gold or a sale, transfer, lease or other disposition of all or substantially all of its assets;

“ Claims ” means all rights or causes of action (whether in law or equity), Proceedings, obligations, demands, restrictions, warranties, guaranties, indemnities, consent rights, options, contract rights, rights of recovery, setoff, recoupment, indemnity or contribution, covenants and interests of any kind or nature whatsoever (known or unknown, matured or unmatured, accrued or contingent and regardless of whether currently exercisable), and whether imposed by agreement, understanding, law, equity or otherwise;

“ Closing ” means the completion of the sale to, and purchase by, the Buyer of the Purchased Assets and the assumption by the Buyer of the Assumed Obligations and the completion of all other transactions contemplated by this Agreement which are to occur contemporaneously with the purchase and sale of the Purchased Assets and the assumption of the Assumed Obligations;

“ Closing Date ” means, subject to Section 9.1(d), (i) the date that is five Business Days following satisfaction or waiver of the last of the conditions set out in Section 5.1 and Section 5.2, or (ii) such other date as the Parties may mutually agree in writing as the

date that the Closing shall take place, provided that the Closing Date shall take place no later than the Outside Date;

“ Closing Document ” means any document, agreement, instrument, certificate, conveyance, assignment or deed required to be delivered at or prior to the Closing Time by any of the Parties as provided for in or pursuant to this Agreement;

“ Closing Time ” means 10:00 a.m. (Nevada time) on the Closing Date or such other time on the Closing Date as the Parties may mutually agree in writing that the Closing shall take place;

“ Company Offer ” has the meaning set forth in Section 8.5(a)(ii);

“ Company Offer Notice ” has the meaning set forth in Section 8.5(a)(ii);

“ Company Offer Notice Period ” has the meaning set forth in Section 8.5(a)(ii);

“ Confidentiality Agreement ” means the confidentiality agreement dated January 6, 2021 between the Seller and P2 Gold;

“ Contract ” means any written or oral contract, lease, license, purchase order, sales order or other agreement, arrangement, understanding or commitment that is binding upon a Person or its property;

“ CVR ” means a freely transferable contingent value right to be issued to the Seller, substantially in the form attached hereto as Exhibit 1.1(a);

“ Due Diligence ” has the meaning set forth in Section 2.10;

“ Environmental Laws ” means all applicable Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of Hazardous Materials or activities in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, vegetation or endangered or threatened species); or (b) the use, generation, disposal, reclamation, remediation, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Materials;

“ Equity Financing ” means the financing of P2 Gold of at least Cdn.$10,000,000 by way of one or more private placements and/or public offerings of P2 Shares immediately prior to the Closing Time;

“ Exchange ” means such stock exchange(s) and quotation service(s), if any, as the P2 Shares may be listed or quoted on, as applicable, from time to time;

“ Excluded Assets ” has the meaning set forth in Section 2.2;

“ Exhibits ” means the exhibits attached to and forming part of this Agreement;

“ Governmental Entity ” means any federal, state, provincial, local, municipal, foreign or other (a) government; (b) governmental or quasi-governmental entity of any nature

(including any governmental agency, branch, department, official or entity and any court or other tribunal); (c) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature; or (d) the TSX-V.

“ Hazardous Materials ” means any material, waste, substance, chemical, pollutant or contaminant that is regulated or for which Liabilities or standards of care are imposed under applicable Environmental Laws due to hazardous or toxic properties, including: (a) any type of crude oil, petroleum or petroleum distillate, or fraction or by-product thereof; and (b) all substances falling within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” “radioactive materials,” “hazardous chemicals,” “toxic chemicals,” or “hazardous waste,” as set forth in any applicable Environmental Law;

“ Information ” has the meaning given to such term in the Confidentiality Agreement;

“ Interim Period ” means the period from the date hereof and continuing until the earlier

of the termination of this Agreement and the Closing;

“ Law ” means any federal, state, provincial, local or foreign statute, law, ordinance, regulation, rule, code, Order, principle of common law, judgment or decree enacted, promulgated, issued, enforced or entered by any Governmental Entity or other requirement or rule of law;

“ Letter of Intent ” has the meaning set forth in Section 1.4;

“ Liabilities ” means, as to any Person, adverse Claims, liabilities, commitments, responsibilities, and obligations of any kind or nature whatsoever, direct or indirect, absolute or contingent, whether accrued, vested or otherwise, whether known or unknown and whether or not actually reflected, or required to be reflected, in such Person’s balance sheet or other books and records;

“ Lien ” means any lien (statutory or otherwise), Claim, pledge, option, charge, right of first refusal, hypothecation, encumbrance, royalty, easement, lease or sublease, security interest, right-of-way, encroachment, mortgage, deed of trust, restriction on transferability or other, similar restriction, whether imposed by agreement, Law or otherwise and whether of record or otherwise;

“ Losses ” means, in respect of any matter, all Claims, demands, losses, damages, liabilities, deficiencies, fines, costs and expenses (including all legal and other professional fees and disbursements, interest, assessments, penalties and amounts paid in settlement) and judgments arising directly or indirectly as a consequence of such matter;

“ Minimum Sale Price ” has the meaning set forth in Section 8.5(b)(i);

“ Mining Claims ” has the meaning set forth in Section 2.1(a);

“ Non-Assignable Permit ” has the meaning set forth in Section 8.2(a);

“ Obligated Party ” has the meaning set forth in Section 9.3(b)(i);

“ Order ” means any judgment, order, injunction, writ, ruling, decree, stipulation or award of any Governmental Entity;

“ Ordinary Course ” means any transaction that constitutes an ordinary day-to-day business activity of a Person in accordance with, and materially consistent with, its past business practices;

“ Outside Date ” has the meaning set forth in Section 9.1(d);

“ Payment Shares ” has the meaning set forth in Section 2.4(a)(iii);

“ P2 Gold ” has the meaning set forth in the preamble;

“ P2 Material Adverse Effect ” means any event, change or effect that, when taken individually or together with all other adverse effects, will or would be reasonably likely to have a materially adverse effect on the business, affairs, capitalization, assets, liabilities, results of operations or condition (financial or otherwise) of P2 Gold and its subsidiaries (including, for certainty, the Buyer) (collectively, the “ P2 Group ”), taken as a whole; provided, however, that effects relating to:

(a) changes in general political, regulatory, financial or economic conditions and changes affecting generally the industries and markets in which the P2 Group conducts business;
(b) any fluctuation in interest rates, Canadian and U.S. currency exchange rates;
(c) any fluctuation in commodity prices, including the price of gold;
(d) any natural disaster;
(e) the fact of the pendency of the transactions contemplated by this Agreement and the identity of the Seller;
(f) the adoption or proposed implementation of, or changes in, applicable Laws (including Tax Laws);
(g) any act of terrorism or any outbreak of hostilities, military action or war, riot, protest or similar social disturbance or any escalation or worsening thereof; and
(h) any general outbreaks of sickness or pandemics, including any event, change or effect relating to or caused by the COVID-19 pandemic,

are not P2 Material Adverse Effects and are not to be taken into account in determining whether a P2 Material Adverse Effect has occurred, provided that in the case of (a), (b), (d), and (f) through (h) above such changes or developments do not disproportionately affect the P2 Group, taken as a whole, relative to other comparable companies operating in the industries in which the P2 Group operates;

“ P2 Public Documents ” means all forms, reports, schedules, statements and other documents filed by P2 Gold on The System for Electronic Document Analysis and Retrieval (SEDAR) pursuant to National Instrument 51-102 – Continuous Disclosure

Obligations under Applicable Securities Laws, and including all news releases, financial statements, management’s discussion and analysis, material change reports, information circulars and other continuous disclosure documents since January 1, 2018;

“ P2 Share ” means a common share in the capital of P2 Gold;

“ Parties ” means the Seller and the Buyer Parties collectively, and “ Party ” means any one of them;

“ Permits ” means permits, licences, registrations, certificates of occupancy, approvals, consents, clearances and other authorizations issued by any Governmental Entity;

“ Permitted Liens ” means any one or more of the following: (a) such Liens, imperfections in title, servitudes, easements, rights-of-way or restrictions that are due to zoning or subdivision, entitlement, and other land use Laws or regulations; (b) Liens imposed by or arising from Environmental Laws or regulations of any Governmental Entity; (c) Liens for Taxes which are not delinquent or the validity of which is being contested at the time in good faith by proper legal Proceedings; (d) inchoate Liens claimed or held by any Governmental Entity or a public utility in respect of the payment of Taxes or utilities not yet due and payable; (e) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others arising in the Ordinary Course, provided that such Liens are related to obligations not yet due and payable; (f) Liens that arise exclusively by reason of acts of the Buyer or with the prior written approval of the Buyer; (g) all covenants, conditions, restrictions, easements, charges, rights of way, or other similar encumbrances on title, whether or not filed of record, but excluding royalties or any similar interests; and (h) anything disclosed in that certain title report on the Mining Claims dated February 3, 2021 prepared by Parr Brown Gee & Loveless;

“ Person ” means an individual, a partnership, a joint venture, a corporation, a business trust, a limited liability company, a trust, an unincorporated organization, a joint stock company, a labor union, an estate, a Governmental Entity or any other entity;

“ Personal Property ” has the meaning set forth in Section 2.1(b);

“ Proceeding ” means any Claim, action, arbitration, audit, known investigation (including a notice of preliminary investigation or formal investigation), notice of violation, hearing, litigation or suit (whether civil, criminal or administrative), commenced, brought, conducted or heard by or before any Governmental Entity or arbitrator;

“ Proposed Third Party Sale ” has the meaning set forth in Section 8.5(a);

“ Proposed Third Party Sale Notice ” has the meaning set forth in Section 8.5(a)(i);

“ Purchase Price ” has the meaning set forth in Section 2.4(a);

“ Purchased Assets ” has the meaning set forth in Section 2.1;

“ Reclamation Bonds ” has the meaning set forth in Section 3.7;

“ Replacement Bonds ” has the meaning set forth in Section 8.3;

“ Representative ” means, with respect to any Person, such Person’s and such Person’s Affiliates’ officers, directors, members, managers, employees, agents, representatives and financing sources (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of such Person or its Affiliates);

“ Schedules ” means the schedules attached to this Agreement;

“ Seller ” has the meaning set forth in the preamble;

“ Shareholder ” has the meaning set forth in Section 8.5(a);

“ Tax ” means any and all taxes, assessments, levies, duties or other governmental charge imposed by any Governmental Entity, including any income, alternative or addon minimum, accumulated earnings, franchise, capital stock, environmental, profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, stamp, premium, excise, customs duties, severance, real property, personal property, ad valorem, occupancy, license, occupation, employment, payroll, social security, disability, unemployment, withholding, corporation, inheritance, stamp duty reserve, estimated or other similar tax, assessment, levy, duty (including duties of customs and excise) or other governmental charge of any kind whatsoever, including any payments in lieu of taxes or other similar payments, chargeable by any Tax Authority together with all penalties, interest and additions thereto, whether disputed or not;

“ Tax Authority ” means any Governmental Entity (whether within or outside the United States) competent to impose Tax;

“ Tax Return ” means any and all returns, declarations, reports, documents, claims for refund, or information returns, statements or filings that are required to be supplied to any Tax Authority or any other Person, including any schedule or attachment thereto, and including any amendments thereof;

“ Technical Report ” has the meaning set forth in Section 6.8;

“ Terminating Party ” has the meaning set forth in Section 9.3(b);

“ Termination Payment ” has the meaning set forth in Section 9.2(a);

“ Termination Payment Event ” has the meaning set forth in Section 9.2(a).

“ Transfer Tax ” means any sales, use, transfer, conveyance, documentary transfer, stamp, recording or other similar Tax imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to Tax or interest with respect thereto, including any filing fees to be paid to the Bureau of Land Management or similar state agency, but such term shall not include any Tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein;

“ TSX-V ” means the TSX Venture Exchange; and

“ VWAP ” has the meaning set forth in Section 8.5(b)(ii).

1.2 Rules of Interpretation

In this Agreement:

(a) Consent – Whenever a provision of this Agreement requires an approval or consent and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.
(b) Agreement – The terms “Agreement”, “this Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.
(c) Headings – Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(d) Section References – References to an “Article”, “Section”, “Schedule” or “Exhibit” followed by a number or letter refer to the specified Article, Section, Schedule or Exhibit to this Agreement.
(e) Including – Where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation” and grammatical variations have corresponding meanings.
(f) No Strict Construction – The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
(g) Number and Gender – Words importing the singular include the plural and vice versa and words importing gender include all genders.
(h) Severability – If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner materially adverse to a Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the full extent possible.
(i) Contracts – References to any Contract (including this Agreement) means such Contract as amended, modified, replaced or supplemented from time to time.
(j) Statutory References – References to any statute includes all regulations made pursuant to or in connection with such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, modifies, replaces or supplements any such statute or any such regulation from time to time.
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(k) Time – Time is of the essence of this Agreement.
(l) Time Periods – In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Nevada time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Nevada time) on the next Business Day.
(m) Payments – Unless otherwise indicated, whenever any payment to be made or action to be taken hereunder is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next following Business Day.
(n) Currency – Unless specified otherwise, all statements or references to dollar amounts in this Agreement are to United States dollars.
(o) Knowledge – References in this Agreement to the “knowledge of the Seller” mean the actual knowledge of Jack McMahon, after reasonable inquiry, but without any requirement to make any inquiries of third parties or any Governmental Entity, or to perform any search of any public registry office or system.

1.3 Governing Law and Submission to Jurisdiction; Waiver of Right to Trial by Jury

(a) This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable therein, except insofar as it relates to conveyancing of real property and other matters of local law, in which case the laws of the State of Nevada shall govern.

(b) Each of the Parties irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the courts of the Province of British Columbia over any action or Proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts, and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or Proceeding.

(c) THE PARTIES HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

1.4 Entire Agreement

This Agreement and the Confidentiality Agreement, together with the deeds, bills of sale, conveyances, transfers, assignments, instruments and other covenants contemplated by Section 7.2 and Section 7.3, constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral, including the letter of intent dated January 29, 2021 entered into by the Seller and P2 Gold (the “ Letter of Intent ”). The Parties do not

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intend there to be any terms, conditions, rights, duties, obligations, representations, collateral agreements, waivers, arrangements or understandings between them, whether before or after the date hereof and whether oral, by conduct or otherwise, relating to the transactions provided for in this Agreement except as expressly provided herein or the Confidentiality Agreement or as may be expressly provided in further agreements in writing signed by the Parties.

1.5 Schedules and Exhibits

(a) The following Schedules and Exhibits are attached to and form an integral part of this Agreement:

ement:
Schedule 2.1(a)	-	Mining Claims
Schedule 2.1(b)	-	Personal Property
Schedule 2.1(c)	-	Permits
Schedule 2.6		Purchase Price Allocation
Schedule 3.3	-	Taxes
Schedule 3.7	-	Reclamation Bonds
Schedule 3.8	-	Litigation
Exhibit 2.5	-	Form of Deed

(b) Any matter disclosed in one section or subsection of the Schedules is deemed disclosed for all purposes of the Schedules to the extent this Agreement requires such disclosure.

ARTICLE 2 PURCHASE AND SALE OF THE PURCHASED ASSETS

2.1 Purchase and Sale of the Purchased Assets

Subject to the terms and conditions set forth in this Agreement, the Seller hereby covenants and agrees to sell, transfer, assign, convey and set over to the Buyer, and the Buyer hereby covenants and agrees to purchase and acquire from the Seller, effective as of and from and after the Closing Time, all of the Seller’s right, title and interest in and to the following (and only the following) assets, tangible or intangible, real or personal (collectively, the “ Purchased Assets ”), which, in each case, shall not include the Excluded Assets:

(a) the patented and unpatented mining claims owned by the Seller listed on Schedule 2.1(a) (the “ Mining Claims ”);
(b) the personal property listed on Schedule 2.1(b) (the “ Personal Property ”); and
(c) the Permits set forth on Schedule 2.1(c), (collectively, the “ Acquired Permits ”), subject to obtaining any necessary consents to such assignment or transfer as contemplated by Section 8.2.

2.2 Excluded Assets

The Purchased Assets do not include, and the Seller hereby reserves and excludes from the transactions contemplated by this Agreement, all other property and assets of the Seller, tangible or intangible, real or personal, including for greater certainty the following assets (collectively, the “ Excluded Assets ”):

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(a) all water, water rights (whether vested, certificated, permitted or otherwise, whether or not adjudicated and whether or not with a place of use or point of diversion on the Mining Claims), historical water use rights, statements of claim, statements of claimant, grandfathered rights, water right applications, reservoirs and reservoir rights, ditches and ditch rights, irrigation systems and irrigation rights, wells, well permits and other rights of use and all wells, pumps, pumping stations, machinery and equipment associated therewith, and all shares of stock or similar interest, if any, evidencing reservoir, ditch, irrigation or other water rights or rights of use;
(b) all cash and cash equivalents, bank accounts and securities of the Seller;
(c) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of the Seller;
(d) all insurance policies of the Seller and all rights to applicable claims and proceeds thereunder;
(e) all Tax assets (including duty and Tax refunds and prepayments) of the Seller or any of its Affiliates;
(f) the rights which accrue or will accrue to the Seller under this Agreement;
(g) all Contracts to which the Seller is a party; and
(h) any other properties or assets of the Seller that are not specifically enumerated herein as a Purchased Asset.

2.3 Assumption of Liabilities by the Buyer

Subject to the terms and conditions set forth in this Agreement, the Buyer hereby covenants and agrees to assume, pay, satisfy, discharge, perform and fulfil, effective as of and from and after the Closing Time, when due any and all Liabilities of the Seller and its Affiliates of any nature, kind or character whatsoever (whether known or unknown, accrued, absolute, contingent, determined, determinable or otherwise) arising out of or relating to the Purchased Assets, whether prior to or on or after the Closing and whether or not known or discoverable, including all Liabilities under each of the Mining Claims, the Acquired Permits and the Permitted Liens (collectively, the “ Assumed Obligations ”). To the Seller’s knowledge, the only Assumed Obligations relate to potential liabilities in connection with reclamation costs associated with the Mining Claims.

2.4 Purchase Price

(a) The aggregate purchase price (the “ Purchase Price ”) payable by the Buyer to the Seller for the Purchased Assets shall be satisfied at the Closing Time by the assumption, payment, satisfaction, discharge, performance and fulfillment by the Buyer of the Assumed Obligations and by:

(i) the payment by the Buyer to the Seller of $5,000,000 in cash (the “ Cash Consideration ”), in accordance with Section 2.7;
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(ii) the issuance to the Seller or its designee of 15,000,000 P2 Shares (the “ Payment Shares ”); and
(iii) the issuance to the Seller or its designee of the CVR.

(b) The Seller may designate its designees for purposes of Section 2.4(a)(ii) and Section 2.4(a)(iii) to the Buyer Parties in writing at any time prior to Closing.

2.5 Reservation of Royalty

The Buyer acknowledges and agrees that in conveying the Mining Claims, the Seller shall reserve to itself or its designee in the relevant deeds a 2.0% net smelter returns royalty on all minerals produced from the Mining Claims, using an instrument substantially in the form of the deed attached as Exhibit 2.5.

2.6 Allocation of Purchase Price

(a) The Purchase Price shall be allocated in accordance with Schedule 2.6. After the Closing, the Parties shall make consistent use of the allocation, fair market value specified in Schedule 2.6 for all Tax purposes and in all filings, declarations and reports with all Tax Authorities in respect thereof. In any Proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.

(b) If the Purchase Price allocation set out in Schedule 2.6 is disputed by any Governmental Entity for purposes of applicable Transfer Taxes, the Parties shall determine whether an adjustment to the Purchase Price allocation shall be made so as to satisfy the requirements of such Governmental Entity. Each of the Seller and the Buyer agrees to share such information within its possession and control and cooperate to the extent reasonably necessary or requested to facilitate such Purchase Price allocation hereunder and to obtain the endorsement and approval of such Purchase Price allocation by any Governmental Entity and to permit the transactions contemplated by this Agreement to be properly, timely and consistently reported; provided that nothing contained herein shall require any Party or its Affiliates to contest or to litigate in any forum any proposed deficiency or adjustment by any such Governmental Entity which challenges such Purchase Price allocation. Any adjustment to the Purchase Price allocation in accordance with this Section 2.6(b) shall be final and binding upon the Parties.

2.7 Payment of Purchase Price

The Buyer shall pay the Cash Consideration to the Seller at the Closing Time by wire transfer in accordance with wire transfer instructions delivered by the Buyer to the Seller not later than two Business Days prior to the Closing Date.

2.8 Transfer of Assets and Assumption of Obligations

At the Closing Time, subject to Section 8.2 and Section 8.3, the Seller shall transfer to the Buyer the Purchased Assets and the Buyer shall assume the Assumed Obligations.

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2.9 Risk of Loss and Damage Prior to Closing

The Seller shall bear all risk of loss or damage to, or destruction of, the Purchased Assets until the Closing Time and the Buyer shall bear all such risk of loss from and after the Closing Time.

2.10 Buyer’s Due Diligence

The Buyer acknowledges, agrees and confirms that: (i) it has diligently pursued to completion all due diligence (the “ Due Diligence ”) deemed necessary or desirable by the Buyer in connection with the transactions contemplated by this Agreement; (ii) it is satisfied with the results of its Due Diligence; (iii) notwithstanding any other provisions of this Agreement or the Closing Documents, the Buyer hereby irrevocably waives its right to raise any objection to, or to have or make any Claim regarding, any defect, matter or issue in respect of the Purchased Assets or any other aspect thereof of any nature whatsoever; and (iv) no defaults by any Persons under any Contracts (including any bankruptcy or event of insolvency) or repudiation or termination thereof, or Proceeding for relief therefrom, and no other change adverse to the Purchased Assets or their value, shall entitle the Buyer to terminate this Agreement or to an abatement of the Purchase Price or any other right or remedy whatsoever, the Buyer agreeing to accept the risks of the foregoing. The provisions of this Section 2.10 shall survive and shall not merge on Closing or any termination of this Agreement regardless of the cause of such termination.

2.11 Payment of Taxes on Sale and Transfer

The responsibility for any Transfer Taxes payable in respect of the sale and transfer of the Purchased Assets to the Buyer shall be borne 50% by the Seller and 50% by the Buyer and the parties shall cooperate in paying or causing to be paid when due such amounts to the appropriate Governmental Entity.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to the Buyer Parties as follows and acknowledges that the Buyer Parties are relying upon such representations and warranties in entering into this Agreement.

3.1 Seller Corporate Matters

(a) The Seller is a limited liability company validly existing and in good standing under the laws of the State of Nevada and has the corporate power to own its property, including the Purchased Assets owned or leased by it, to carry on its business as now being conducted by it and to enter into this Agreement and each of the Closing Documents to which it is or will be a party and to perform its obligations hereunder and thereunder. The Seller is duly qualified as a limited liability company to do business in each jurisdiction in which the nature of the Purchased Assets owned by it makes such qualification necessary.

(b) The Seller has all necessary corporate power and capacity to execute and deliver, and to observe and perform its covenants and obligations under, this Agreement and the Closing Documents to which it is or will be a party and has taken all corporate action necessary to authorize the execution and delivery of, and the observance and performance of

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its covenants and obligations under, this Agreement and the Closing Documents to which it is or will be a party. Without limiting the generality of the foregoing, the Seller has taken all corporate action necessary to approve the disposition of the Purchased Assets.

(c) This Agreement has been, and each Closing Document to which the Seller will be a party, when executed and delivered, will be, duly executed and delivered by the Seller and this Agreement constitutes, and each Closing Document to which the Seller will be a party, when executed and delivered, will constitute, a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.

3.2 No Conflicts

The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or result in any breach of any provision of the organizational documents of the Seller, (b) violate any Law applicable to the Seller with respect to the Purchased Assets or (c) result in, or require the creation or imposition of, any Lien on any of the Purchased Assets other than a Permitted Lien.

3.3 Taxes

Except as set forth on Schedule 3.3:

(a) the Seller has filed all income Tax Returns and other material Tax Returns required to be filed, and all such Tax Returns are true, correct and complete in all material respects;
(b) the Seller has paid in full all income Taxes and other material Taxes (whether or not shown on any Tax Return) due and payable with respect to the ownership, maintenance or operation of the Purchased Assets, and the Seller is not currently under audit or examination with respect to any material Taxes;
(c) the Seller has satisfied all withholding Tax requirements that could result in a Lien on the Purchased Assets;
(d) there is no waiver or extension of any statute of limitations with respect to Taxes that could result in a Lien on any of the Purchased Assets; and
(e) no claim for unpaid Taxes that could result in a Lien on any of the Purchased Assets has been made by any Governmental Entity, and there are no pending audits or examinations with respect to any such Taxes.

3.4 Mining Claims

Schedule 2.1(a) sets forth a true and complete list of the Mining Claims and identifies in such schedule which claims are patented and unpatented. To the knowledge of the Seller and except for any Permitted Liens, the Seller owns all of the patented Mining Claims set forth on Schedule 2.1(a) and owns and possesses in compliance with all applicable Laws,

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subject to the paramount title of the United States, all of the unpatented Mining Claims set forth on Schedule 2.1(a), pursuant to valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments. The Seller has not received any written communication alleging that the Seller does not own any of its patented Mining Claims or does not own and possess any of its unpatented Mining Claims. The unpatented Mining Claims are in good standing with respect to the Seller’s payment of the federal annual mining claim maintenance fees required to maintain the unpatented Mining Claims since the Seller’s acquisition of the unpatented Mining Claims on August 17, 2016, and to the Seller’s knowledge the unpatented Mining Claims are in good standing with respect to the payment of such fees by the Seller’s predecessors-in-interest prior to August 17, 2016.

3.5 Compliance with Other Laws and Permits

Schedule 2.1(c) sets forth a true and complete list of all material Permits comprising part of the Purchased Assets issued by any Governmental Entity under any Laws and to which the Seller is a party as of the date hereof. To the knowledge of the Seller, the Seller is in compliance with such Permits and with applicable Laws (including Environmental Laws). To the knowledge of the Seller: (i) each such Permit has been validly issued and is in full force and effect and all applicable appeal periods challenging any such issuance have expired and (ii) subject to all applicable Governmental Entity transfer approval requirements, no such Permit will be subject to suspension, modification, revocation or non-renewal as a result of the transactions contemplated by this Agreement.

3.6 Financial Advisors

No Person acting, directly or indirectly, as a broker, finder or financial advisor for the Seller in connection with the transactions contemplated by this Agreement is entitled to any fee or commission or like payment in respect thereof from the Seller.

3.7 Reclamation Bonds

Schedule 3.7 sets forth a list of all surety bonds, reclamation bonds, guaranties, letters of credit, certificates of deposit, cash deposits and other similar instruments maintained by the Seller and any Affiliate of the Seller with respect to the Purchased Assets (collectively, the “ Reclamation Bonds ”).

3.8 Litigation

Except as set forth on Schedule 3.8, there is no Proceeding pending or threatened against the Seller relating to the Purchased Assets or the Assumed Obligations, subject, however, to any such Proceeding that may have been commenced or filed by others but of which the Seller does not yet have knowledge.

3.9 Intellectual Property

The Seller does not own or license or have the benefit of any licence for any patents, patent rights, trademarks, trade names, service marks, copyrights, know how or other proprietary intellectual property rights that are material to the Purchased Assets.

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3.10 Operational Matters

Seller has conducted its activities with respect to the Mining Claims in accordance with all applicable Laws in all material respects and in a manner consistent with the standards observed by mining companies in the United States. There have been no incidents of material non-compliance with safety Laws in connection with operations or activities at the Mining Claims in the past two years.

3.11 No Other Representations and Warranties

Except for the express representations and warranties contained in this Article 3 (including the related portions of the Schedules), neither the Seller nor any of its Affiliates or Representatives, or any other Person, has made, and does not make, any other express or implied representation or warranty, either written or oral, including any representation or warranty as to the discovery of any valuable minerals within any of the Mining Claims, the factual validity of any of the Mining Claims, the accuracy or completeness of any information provided or made available to any Buyer Party or any of their Representatives or as to the condition, characteristics, fitness for purpose, quantity, quality, value, operability, revenue, profitability or success of the Purchased Assets or the Assumed Obligations, or any representation or warranty arising from statute or otherwise at law.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES

The Buyer Parties jointly and severally represent and warrant to the Seller as follows and acknowledge that the Seller is relying upon such representations and warranties in entering into this Agreement.

4.1 Corporate Matters

(a) The Buyer is a corporation validly existing and in good standing under the laws of the State of Nevada and P2 Gold is a corporation validly existing and in good standing under the laws of the Province of British Columbia, and each Buyer Party has the corporate power to own or lease its property, including in the case of the Buyer to acquire the Purchased Assets, to carry on its business as now being conducted by it and to enter into this Agreement and each of the Closing Documents to which it is or will be a party and to perform its obligations hereunder and thereunder. Each Buyer Party is duly qualified as a corporation or limited liability company, as applicable, to do business in each jurisdiction in which the nature of its business or the property and assets carried on by it, or owned or leased by it, makes such qualification necessary.

(b) Each Buyer Party has all necessary corporate power and capacity to execute and deliver, and to observe and perform its covenants and obligations under, this Agreement and the Closing Documents to which it is or will be a party and has taken all corporate action necessary to authorize the execution and delivery of, and the observance and performance of its covenants and obligations under, this Agreement and the Closing Documents to which it is or will be a party. Without limiting the generality of the foregoing, the Buyer has taken all corporate action necessary to approve the acquisition of the Purchased Assets and the assumption of the Assumed Obligations.

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(c) This Agreement has been, and each Closing Document to which any Buyer Party will be a party, when executed and delivered will be, duly executed and delivered by such Buyer Party, and this Agreement constitutes, and each Closing Document to which any Buyer Party is or will be a party, when executed and delivered, will constitute a legal, valid and binding obligation of such Buyer Party enforceable against such Buyer Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.

4.2 Consents

Except for the approval of the TSX-V for the listing of the Payment Shares, none of the execution, delivery or performance of this Agreement by any Buyer Party will require any material consent of or from, or material filing to be made by such Buyer Party with or to, any Governmental Entity.

4.3 No Conflicts

The execution, delivery and performance of this Agreement by each Buyer Party and the consummation of the transactions contemplated hereby, do not and will not conflict with or result in any breach of any provision of its organizational documents, except as would not result in a P2 Material Adverse Effect on the ability of any Buyer Party to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

4.4 Capitalization

(a) The authorized share capital of P2 Gold consists of an unlimited number of P2 Shares. As of the date of this Agreement, 29,518,331 P2 Shares were issued and outstanding. All outstanding P2 Shares have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Other than as disclosed in the P2 Public Documents and other than the Payment Shares to be issued at the Closing Time, there are no options, warrants or other rights, shareholder rights plans, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by P2 Gold of any shares of P2 Gold or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of P2 Gold.

(b) There are no outstanding contractual obligations of P2 Gold to repurchase, redeem or otherwise acquire any P2 Shares.

(c) No order ceasing or suspending trading in securities of P2 Gold or prohibiting the sale of such securities has been issued and is outstanding against P2 Gold or its directors, officers or promoters and, to the knowledge of P2 Gold, no Proceedings for that purpose have been instituted or are pending, contemplated or threatened under any Applicable Securities Laws or by any other Governmental Entity.

(d) All P2 Shares and the CVR have been issued in compliance with all Applicable Securities Laws.

(e) All Payment Shares issued in accordance with the terms of this Agreement will be duly authorized and validly issued as fully paid and non-assessable, will not be subject to

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any pre-emptive rights, will be issued in compliance with all Applicable Securities Laws and will be approved for listing on the TSX-V.

4.5 Shareholder and Similar Agreements

No Buyer Party is a party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of such Buyer Party, other than the agreements set forth herein with respect to the Payment Shares.

4.6 Public Documents

Since January 1, 2018, P2 Gold has filed with all applicable Governmental Entities true and complete in all material respects copies of the P2 Public Documents that P2 Gold is required to file therewith. The P2 Public Documents at the time filed: (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (b) complied in all material respects with the requirements of Applicable Securities Laws. P2 Gold has not filed any confidential material change report with any Governmental Entity remains confidential.

4.7 Securities Law Matters

(a) P2 Gold is a reporting issuer in each of the Provinces of British Columbia, Alberta and Ontario, is in material compliance with all Applicable Securities Laws therein and is not on the list of reporting issuers in default under Applicable Securities Laws of such provinces.

(b) On the Closing Date, P2 Gold will not be subject to any delisting, suspension of trading in or cease trading or other order that may operate to prevent or restrict trading in the P2 Shares, and no Proceedings will have been initiated or be pending or threatened by any Governmental Entity in relation thereto.

(c) No class of equity securities of P2 Gold (including the P2 Shares) is or is required to be, and as of the Closing Date no class of equity securities of P2 Gold (including the P2 Shares) will be or required to be, registered under section 12 of the U.S. Securities Exchange Act of 1934. P2 Gold is, and as of the Closing Date P2 Gold will be, a “foreign private issuer” as such term is defined in Rule 405 under the U.S. Securities Act of 1933 and Rule 3b-4 under the U.S. Securities Exchange Act of 1934.

4.8 Absence of Certain Changes of Events

Since December 31, 2019:

(a) each Buyer Party has conducted its business only in the Ordinary Course;
(b) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a P2 Material Adverse Effect; and
(c) there has not been any change in the accounting practices used by any Buyer Party, except as disclosed in the P2 Public Documents.
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4.9 Financial Statements

(a) The audited consolidated financial statements for P2 Gold as at and for each of the fiscal years ended on December 31, 2019 and 2018, including the notes thereto and the report by P2 Gold’s auditors thereon, and the unaudited condensed consolidated interim financial statements for P2 Gold as at and for the period ended September 30, 2020 and 2019, including the notes thereto, have been prepared in accordance with IFRS applied on a basis consistent with prior periods and all applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), financial position and results of operations of P2 Gold and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of P2 Gold and its subsidiaries for the respective periods covered thereby. There are no outstanding loans made by P2 Gold to any director or executive officer of P2 Gold or any of its subsidiaries. There has been no material change in P2 Gold’s accounting policies since December 31, 2019.

(b) Since December 31, 2019, neither P2 Gold nor, to P2 Gold’s knowledge, any Representative of P2 Gold has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of P2 Gold or its internal accounting controls, including any complaint allegation, assertion or claims that P2 Gold has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the board of directors of P2 Gold.

4.10 Absence of Undisclosed Liabilities

No Buyer Party has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for: (a) liabilities and obligations that are specifically presented on the balance sheet of P2 Gold as of September 30, 2020 or disclosed in the notes thereto; and (b) liabilities and obligations incurred in the Ordinary Course since September 30, 2020.

4.11 Compliance with Laws

The operations of each Buyer Party have been and are now conducted in compliance in all material respects with all Laws which have been and are now applicable to the business of such Buyer Party, and no Buyer Party has received any notice of any alleged material violation of any such applicable Laws.

4.12 Financial Capability

The Buyer (a) at the Closing will have sufficient funds available (either internal or pursuant to committed financing) to pay the Cash Consideration, (b) at the Closing will have the resources and capabilities (financial or otherwise) to perform its obligations hereunder and (c) has not incurred any obligation, commitment, restriction or liability of any kind that would impair or adversely affect such resources and capabilities.

4.13 Proceedings and Claims

There are, to the knowledge of any Buyer Party, no Proceedings outstanding, pending or threatened against any Buyer Party which would or could reasonably be expected to materially affect any Buyer Party or its business, property or assets or prohibit, restrict or seek

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to enjoin or materially delay or impose material conditions in respect of the transactions contemplated by this Agreement.

4.14 Insolvency

No Buyer Party is insolvent nor has any Buyer Party committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any Proceeding with respect to a compromise or arrangement, taken any Proceeding to have itself declared bankrupt, taken any Proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.

4.15 Financial Advisors

No Person acting, directly or indirectly, as a broker, finder or financial advisor for any Buyer Party in connection with the transactions contemplated by this Agreement is entitled to any fee or commission or like payment in respect thereof from the Seller or any of its Affiliates.

ARTICLE 5 CONDITIONS PRECEDENT

5.1 Conditions of Closing in Favour of the Buyer

The Buyer shall be obliged to complete the Closing only if each of the following conditions precedent has been satisfied, fulfilled or performed in full at or before the Closing Time. Each such condition precedent is for the exclusive benefit of the Buyer, and the Buyer may, in its sole discretion, waive any condition precedent in whole or in part in writing:

(a) all of the representations and warranties of the Seller in Article 3 shall be true and correct in all material respects as of the Closing Time (unless they are expressed to be made only as of an earlier fixed date, in which case they need be true and correct only as of such earlier date), and the Seller shall have delivered to the Buyer a certificate dated as of the Closing Date and signed by an officer of the Seller to that effect;
(b) the Seller shall have observed, satisfied and performed in all material respects all of the obligations, covenants and agreements under this Agreement to be performed by the Seller at or before the Closing Time, and the Seller shall have delivered to the Buyer a certificate dated as of the Closing Date and signed by an officer of the Seller to that effect;
(c) there shall not be pending any Proceeding against the Buyer or the Seller or in respect of the Purchased Assets, brought by any Governmental Entity or any other Person that seeks to prohibit, restrain, modify or invalidate the transactions contemplated by this Agreement and no Order that would prohibit, restrain, modify or invalidate such transactions shall be in effect;
(d) the TSX-V shall have conditionally approved the listing of the Payment Shares on the TSX-V and the Equity Financing; and
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(e) the Equity Financing shall have closed on terms and conditions satisfactory to the Buyer Parties, acting reasonably.

5.2 Conditions of Closing in Favour of the Seller

The Seller shall be obliged to complete the Closing only if each of the conditions precedent has been satisfied, fulfilled or performed in full at or before the Closing Time. Each such condition precedent is for the exclusive benefit of the Seller, and the Seller may, in its sole discretion, waive any condition precedent in whole or in part in writing:

(a) all of the representations and warranties of the Buyer Parties in Article 4 shall be true and correct in all material respects as of the Closing Time (unless they are expressed to be made only as of an earlier fixed date, in which case they need be true and correct only as of such earlier date), except to the extent that such representations and warranties may be affected by events or transactions expressly permitted by this Agreement, and each of the Buyer Parties shall have delivered to the Seller a certificate dated as of the Closing Date and signed by an officer of such Buyer Party to that effect;
(b) each of the Buyer Parties shall have observed, satisfied or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be performed by it at or before the Closing Time, and each of the Buyer Parties shall have delivered to the Seller a certificate dated as of the Closing Date and signed by an officer of such Buyer Party to that effect;
(c) there shall not be pending any Proceeding against the Seller or the Buyer or in respect of the Purchased Assets, brought by any Governmental Entity or any other Person that seeks to prohibit, restrain, modify or invalidate the transactions contemplated by this Agreement and no Order that would prohibit, restrain, modify or invalidate such transactions shall be in effect;
(d) the TSX-V shall have conditionally approved the listing of the Payment Shares on the TSX-V and the Equity Financing; and
(e) the Equity Financing shall have closed.

5.3 Actions to Satisfy Closing Conditions

(a) The Seller shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 5 which are for the benefit of the Buyer, to the extent the same is within its control, and take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated hereby, including using its commercially reasonable efforts to obtain or cooperate with the Buyer Parties to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(b) The Buyer Parties shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 5 which are for the benefit of the Seller, to the extent the same is within its control, and take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or advisable under all applicable

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Laws to complete the transactions contemplated hereby, including using its commercially reasonable efforts to obtain or cooperate with the Seller to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(c) Except as otherwise contemplated by this Agreement, each Party shall, at its own expense, cooperate as necessary or in such manner as the other Party may reasonably request in the making of all necessary filings and applications required in order to obtain any consents and make any necessary filings and applications under all applicable Laws required in connection with the transactions contemplated herein.

ARTICLE 6 PRE-CLOSING COVENANTS OF THE PARTIES

6.1 Conduct of Business of Seller Prior to Closing

During the Interim Period, except as required by applicable Laws or any Governmental Entity, the Seller shall hold, own or lease, as applicable, the Purchased Assets in the Ordinary Course and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, the Seller shall (a) not without the prior written consent of the Buyer, enter into any transaction or refrain from doing any action which, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation hereunder of the Seller; (b) use commercially reasonable efforts to maintain its current right, title and interest in and to the Purchased Assets; and (c) use commercially reasonable efforts to preserve intact the Purchased Assets as currently owned, leased or held by the Seller.

6.2 Access

During the Interim Period, the Seller shall afford the Buyer and its Representatives one site visit to the premises and properties forming part of the Purchased Assets. The Buyer Parties shall jointly and severally indemnify and save harmless the Seller and its Representatives from and against all Losses suffered or incurred by any of them as a result of or arising directly or indirectly out of or in connection with such site visit (including, for certainty, any personal injury occurring in connection with such site visit). The indemnification obligations in this Section 6.2 shall survive and shall not merge on Closing.

6.3 P2 Material Adverse Effect

P2 Gold shall promptly notify the Seller of the occurrence of any P2 Material Adverse Effect after the date hereof.

6.4 Injunctions

If any court of competent jurisdiction or Governmental Entity having jurisdiction over any of the Parties issues any Order before the Closing Time which would prohibit or materially restrict or hinder the Closing, the Parties shall use their respective commercially reasonable efforts to have such Order dissolved, revoked or otherwise eliminated as promptly as possible. If the Order is not rescinded by the Outside Date and provided that such Order is being contested or appealed, the Outside Date shall automatically be extended for a single period of 90 days.

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6.5 Listing Approval

P2 Gold shall obtain approval from the TSX-V for the listing of the Payment Shares on the TSX-V on or before the Closing Date and for the Equity Financing. P2 Gold shall use commercially reasonable efforts to maintain the listing or quotation of the Payment Shares on the trading market on which such securities are then listed and shall comply in all respects with their respective reporting, filing and other obligations under the bylaws or rules of the applicable trading markets. If P2 Gold applies to have the Payment Shares traded on any other trading market, it will then include in such application all of the Payment Shares, and will take such other action as is necessary to cause all of the Payment Shares to be listed or quoted on such other trading market as promptly as possible. P2 Gold shall then take all action reasonably necessary to continue the listing or quotation and trading of the class of securities which comprise the Payment Shares on such trading market and will use commercially reasonable efforts to comply in all respects with its reporting, filing and other obligations under the bylaws or rules of such trading market.

6.6 Confidentiality and Public Announcements

(a) The Buyer Parties acknowledge and agree that the Confidentiality Agreement remains in full force and effect and, in addition, covenant and agree to keep confidential, in accordance with the provisions of the Confidentiality Agreement, Information provided to the Buyer Parties pursuant to this Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the provisions of this Section 6.6(a) shall nonetheless continue in full force and effect.

(b) The Parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the transactions contemplated hereby and, except as required by any applicable Law, neither of them shall issue any such press release or make any such public announcement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

(c) Prior to any public announcement of the transactions contemplated hereby, neither Party shall disclose this Agreement or any aspects of such transactions except to its board of directors, its senior management, its shareholders, its members and managers, its legal, accounting, financial or other professional advisors, or as may be required by any applicable Law or legal process. If any Party or an Affiliate thereof is required to disclose any Information of the other Party to comply with applicable Law (including the rules of any stock exchange) or by any Governmental Entity or legal process having jurisdiction, such Party shall as soon as reasonably practicable, unless prohibited by applicable Law or legal process, provide the other Party with written notice of such requirement so that the other Party may, at its own option and expense, seek an appropriate protective order or other remedy to prevent or restrict the disclosure of the Information. In the event such protective order or other remedy is not obtained, the notifying Party and/or its Representatives, as applicable, shall only disclose to the requesting Person that portion of the Information which it reasonably believes, based on the advice of outside legal counsel, it is required by applicable Law or legal process to disclose.

(d) The provisions of this Section 6.6 shall survive and shall not merge on Closing or any termination of this Agreement.

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6.7 Non-Public Information

After the date of this Agreement, none of the Buyer Parties nor any other Person acting on their behalf will provide the Seller or its agents or counsel with any information that constitutes, or that such Buyer Party reasonably believes constitutes, material non-public information, unless prior thereto the Buyer shall have expressly consented in writing to the receipt of such information.

6.8 Technical Report

Prior to Closing and as soon as reasonably practicable after the date hereof, the Buyer Parties shall, at the expense of the Buyer Parties, cause to be prepared by an independent third party technical consultant a current independent technical report (the “ Technical Report ”) for the Mining Claims prepared in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. The Seller agrees to provide such assistance to the Buyer Parties in connection with the preparation of the Technical Report as may be reasonably requested by the Buyer Parties. The Buyer Parties acknowledge and agree that neither the Seller nor any of its Affiliates or Representatives (a) is or will be the owner of or have any responsibility for the content of the Technical Report or any disclosure therein, (b) make any representation or warranty with respect to the Technical Report or any data, information, statement, representation or conclusion contained therein or (c) shall have any liability or obligation related to the Technical Report or any disclosure therein.

ARTICLE 7 CLOSING ARRANGEMENTS

7.1 Place of Closing

The Closing shall take place electronically on the Closing Date at the Closing

Time.

7.2 Deliveries by the Seller

At the Closing Time, the Seller shall execute and deliver or cause to be executed and delivered to the Buyer (unless delivered previously):

(a) all deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents which are necessary to assign, sell, transfer, convey and set over the Purchased Assets and the Assumed Obligations to the Buyer as contemplated by this Agreement, in such form and content as the Buyer and the Seller, each acting reasonably, may mutually agree (unless otherwise attached as an Exhibit hereto);
(b)
a counterpart of the deed referred to in Section 2.5, executed by the Seller; and
(c) a completed and signed IRS Form W-9, Request for Taxpayer Identification Number and Certification , provided in accordance with Treasury Regulations Section 1.1445-2(b)(2)(v).
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7.3 Deliveries by the Buyer

At the Closing Time, the Buyer Parties shall execute and deliver or cause to be executed and delivered to the Seller (unless delivered previously):

(a) all instruments and other documents which are necessary to pay or satisfy in full the Purchase Price payable by the Buyer to the Seller pursuant to Section 2.4, including (i) delivery of the Cash Consideration, (ii) execution and delivery of the CVR, and (iii) delivery of the Payment Shares, registered in the name of the Seller or its designee;
(b) all deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents which are necessary to assign, sell, transfer, convey and set over the Purchased Assets and the Assumed Obligations to the Buyer as contemplated by this Agreement, in such form and content as the Seller and the Buyer, each acting reasonably, may mutually agree (unless otherwise attached as an Exhibit hereto); and
(c)
a counterpart of the deed referred to in Section 2.5, executed by the Buyer.

7.4 Delivery of Purchased Assets

It shall be a condition of the Closing that all matters of payment and the execution and delivery of documents by any Party to the others pursuant to the terms of this Agreement shall be concurrent requirements and that nothing will be complete at the Closing until everything required as a condition precedent to the Closing has been paid, satisfied, executed and delivered, as the case may be. At the Closing Time, the Seller shall deliver to the Buyer possession of the Purchased Assets, except for the Personal Property, which shall be delivered to the Buyer at the Closing Time or as soon thereafter as reasonably practicable. The Buyer shall record the deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents which are necessary to assign, sell, transfer, convey and set over to the Buyer the Purchased Assets in the Office of the Nye County Recorder, shall file conformed copies of the recorded instruments with the Nevada State Office of the Bureau of Land Management, and deliver conformed copies to the Seller. The Buyer shall also deliver an invoice to the Seller for one-half of the recording fees, Transfer Taxes and notice of transfer filing fees which the Seller shall pay promptly.

ARTICLE 8

ADDITIONAL COVENANTS OF THE PARTIES

8.1 Copies and Access

Notwithstanding anything else in this Agreement, the Seller shall be entitled to make and retain copies of all books and records and such other documentation as is necessary for the purposes of (a) preparing Tax Returns, (b) preparing any other filings required by a Governmental Entity; (iii) record keeping in accordance with its document retention policy, or (iv) enforcing its rights and remedies under this Agreement.

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8.2 Licenses and Permits

(a) To the extent that the rights under any Permit cannot be conveyed to the Buyer on Closing without the prior consent or approval of any Governmental Entity, the Seller shall use its commercially reasonable efforts to ensure that consents or approvals to the assignment of such Permit (the “ Non-Assignable Permit ”) to the Buyer are obtained within 60 days after the Closing. Notwithstanding any provision to the contrary, the obtaining of any such consents or approvals is not a condition precedent to Closing in favour of any Party.

(b) Until such time as any Non-Assignable Permits have been assigned to the Buyer, to the greatest extent permitted by Law, the Seller shall continue to hold such Non-Assignable Permits in trust for the benefit of the Buyer and to provide the benefit of such Non-Assignable Permits to the Buyer, provided that the Buyer fully performs and discharges all obligations of the Seller (and, if applicable, its Affiliates) under any Non-Assignable Permits. To the greatest extent permitted by Law, all Liabilities associated with any Non-Assignable Permits shall be, and shall for all purposes be deemed to be, transferred to the Buyer as of the Closing Date and the Buyer shall thereafter be fully responsible and liable therefor.

8.3 Replacement Reclamation Bonds

Following the Closing, the Buyer shall to use its commercially reasonable efforts to procure substitute guarantees, letters of credit, bonds, security deposits, or other surety obligations and evidence of financial capacity, in each case acceptable to the relevant Governmental Entity, in replacement of the Reclamation Bonds (the “ Replacement Bonds ”). Within 60 days after the Closing, the Buyer shall deliver to the applicable Governmental Entity duly executed Replacement Bonds, and the Buyer shall use its commercially reasonable efforts to cause such agencies to fully and unconditionally release the Seller and its Affiliates from all obligations (past, present and future) relating to the Reclamation Bonds and any liabilities related thereto. If the Reclamation Bonds are not replaced within 60 days of Closing, then the Buyer will provide to the Seller cash, guarantees, letters of credit, bonds, security deposits, or other surety obligations acceptable to the Seller, which the Seller shall hold until the Reclamation Bonds are fully and unconditionally released, and the Seller shall be able to call upon such obligations of the Buyer in the event the Reclamation Bonds are called upon by the relevant Governmental Entity, and the Buyer shall be responsible for prompt reimbursement to the Seller of any amounts called in respect of a Reclamation Bond from and after the Closing and prior to the issuance of the Replacement Bonds.

8.4 Voting of Payment Shares

From the Closing Date until the date which is one year following the Closing Date, the Seller agrees that it will not, and will cause its designee who holds the Payment Shares not to, vote the Payment Shares at any meeting of shareholders of P2 Gold held during such one-year period against the voting recommendations of management of P2 Gold as set forth in the management information circular sent to shareholders of P2 Gold in respect of such meeting; provided, however, that in respect of matters put forth for approval in respect of fundamental changes, acquisitions or financings by P2 Gold and Change of Control Transactions, the Seller (or its designee) shall be entitled to vote the Payment Shares in its sole and absolute discretion.

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8.5 Third-Party Sales

(a) If the Seller or its designee who holds the Payment Shares (in each case, the “ Shareholder ”) desires to sell more than 2.5% of the then outstanding P2 Shares to a Person or Persons that are not Affiliates of the Shareholder (excluding, for greater certainty, any sale of P2 Shares by the Seller or its designee pursuant to a Change of Control Transaction) (a “ Proposed Third Party Sale ”), then:

(i) the Seller shall give written notice thereof by email (the “ Proposed Third Party Sale Notice ”) to P2 Gold, which Proposed Third Party Sale Notice shall specify the Minimum Sale Price, as defined in Section 8.5(b) below, and the total number of P2 Shares proposed to be sold pursuant to the Proposed Third Party Sale; and
(ii) P2 Gold shall have the right to privately place all, but not less than all, of the P2 Shares subject to the Proposed Third Party Sale at a price per P2 Share of no less than the Minimum Sale Price (the “ Company Offer ”), by delivering a written notice thereof (the “ Company Offer Notice ”) no later than ten Business Days (the “ Company Offer Notice Period ”) following receipt of the Proposed Third Party Sale Notice by P2 Gold.
(b) For purposes of this Section 8.5:
(i) “ Minimum Sale Price ” means a price per P2 Share equal to the greater of the 5-day or 30-day VWAP on the Exchange where the majority of the trading volume and value of the P2 Shares occurs, for the five or 30 trading days (as applicable) immediately preceding the date of receipt of the Proposed Third Party Sale Notice by P2 Gold; and
(ii) “ VWAP ” means the volume weighted average trading price of the P2 Shares, calculated by dividing the total value by the total volume of securities traded for the relevant period on the relevant Exchange.

(c) If P2 Gold delivers a Company Offer Notice within the Company Offer Notice Period, P2 Gold shall complete the private placement of P2 Shares subject to the Company Offer no later than ten Business Days following receipt of the Proposed Third Party Sale Notice by P2 Gold and the Shareholder shall sell such P2 Shares to one or more third parties identified by P2 Gold in accordance with the Company Offer. The Shareholder shall not be permitted to abandon the Proposed Third Party Sale and retain all of the P2 Shares that are the subject of the Proposed Third Party Sale Notice. In the event that P2 Gold fails to complete the private placement of P2 Shares subject to the Company Offer as aforesaid, then the Shareholder may sell or transfer the P2 Shares that were the subject of the applicable Proposed Third Party Sale Notice without any restriction or limitation provided the price per P2 Share being sold by the Shareholder is at least equal to 95.0% of the Minimum Sale Price and the other terms of such sale or transfer are not materially less favourable to the Shareholder than those set out in the Proposed Third Party Sale Notice.

(d) If P2 Gold fails to deliver a Company Offer Notice within the Company Offer Notice Period, P2 Gold shall be deemed not to have made a Company Offer and the Shareholder may proceed with the Proposed Third Party Sale without any restriction or limitation provided the price per P2 Share being sold by the Shareholder is at least equal to

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95.0% of the Minimum Sale Price and the other terms of such sale or transfer are not materially less favourable to the Shareholder than those set out in the Proposed Third Party Sale Notice.

(e) If the Shareholder does not complete the Proposed Third Party Sale within 90 days of the date of the Proposed Third Party Sale Notice, the provisions of this Section 8.5 shall again apply.

(f) For greater certainty, nothing in this Section 8.5 shall restrict the Shareholder from proceeding with and closing a Proposed Third Party Sale, provided that the Seller has complied with this Section 8.5.

8.6 Financing

The Buyer Parties covenant and agree that they shall ensure and take all necessary steps to ensure that at Closing the Buyer will have sufficient funds on hand to: (a) pay the Cash Consideration to the Seller in full; and (b) assume, pay, satisfy, discharge and perform the Assumed Obligations, in each case, without resort to any external sources of financing not committed at the date hereof.

8.7 P2 Gold Guarantee

P2 Gold hereby unconditionally and irrevocably guarantees in favour of the Seller and is Affiliates the due and punctual payment and performance by the Buyer of each and every obligation of the Buyer hereunder, including the payment of the Purchase Price. P2 Gold agrees to cause the Buyer or any other Person under P2 Gold’s control to comply with all of such Person’s obligations under or relating to this Agreement and the transactions contemplated hereby.

ARTICLE 9 GENERAL TERMINATION PROVISIONS

9.1 Termination

This Agreement may be terminated at any time prior to Closing:

(a) in writing, by mutual consent of the Parties;
(b) by written notice by the Buyer if any of the conditions set forth in Section 5.1 have not been satisfied or waived by the Outside Date, or if it becomes apparent to the Buyer (acting reasonably) that any such condition cannot be satisfied by the Outside Date and the Buyer does not waive such condition, provided that the right to terminate this Agreement under this Section 9.1(b) shall not be available if the failure of such condition to be satisfied was caused by, contributed to, or resulted from any Buyer Party’s failure to fulfill any of its covenants or obligations or a breach of any of its representations and warranties under this Agreement;
(c) by written notice by the Seller (i) if any of the conditions set forth in 5.2 have not been satisfied or waived by the Outside Date, or if it becomes apparent to the Seller (acting reasonably) that any such condition cannot be satisfied by the Outside Date and the Seller does not waive such condition, provided that the right to terminate this Agreement under this Section 9.1(c) shall not be available
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if the failure of such condition to be satisfied was caused by, contributed to, or resulted from the Seller’s failure to fulfill any of its covenants or obligations or a breach of any of its representations and warranties under this Agreement or (ii) there has occurred a P2 Material Adverse Effect on or after the date of this Agreement that is incapable of being cured on or prior to the Outside Date; or

(d) by written notice by either the Buyer or the Seller if the Closing has not occurred on or before May 21, 2021 (the “ Outside Date ”) (or such later date as the Parties may mutually agree upon in writing), except that the right to terminate this Agreement under this Section 9.1(d) shall not be available to a Party if the failure of the Closing to occur by the Outside Date was caused by, contributed to, or resulted from such Party’s (or, in the case of termination by the Buyer, P2 Gold’s) failure to fulfill any of its covenants or obligations or a breach of any of its representations and warranties under this Agreement.

9.2 Termination Payment and Expense Reimbursement

(a) The Seller shall be entitled to a payment of [ Redacted: Confidential Information ] (the “ Termination Payment ”) if (i) this Agreement is terminated by the Seller pursuant to Section 9.1(c), or (ii) this Agreement is terminated by either the Buyer or the Seller pursuant to Section 9.1(d) (each a “ Termination Payment Event ”).

(b) On the occurrence of a Termination Payment Event, the Termination Payment shall be paid by the Buyer to the Seller by 5:00 p.m. (Toronto time) on the second Business Day following termination by wire transfer in immediately available funds to an account specified by the Buyer.

9.3 Termination Procedure

(a) In the event of the termination of this Agreement pursuant to Section 9.1, this Agreement shall terminate without further action by any Party. If this Agreement is terminated pursuant to Section 9.1:

(i) all Information received by any Party shall be treated in accordance with the Confidentiality Agreement and Section 6.6(a);
(ii) all filings, applications and other submissions made pursuant to this Agreement shall, to the extent practicable, be withdrawn from the Governmental Entity or other Person to which made; and
(iii) the obligations provided for in this Section 9.3(a) shall survive any such termination.

(b) If this Agreement is terminated by the Buyer or the Seller, as applicable, pursuant to Section 9.1(b), Section 9.1(c) or Section 9.1(d) (the “ Terminating Party ”), and except for the payment of a Termination Payment on the occurrence of a Termination Payment Event, if applicable, and except as otherwise provided in this Agreement:

(i) the Terminating Party (and if the Terminating Party is the Buyer, P2 Gold) shall be released from all obligations hereunder if, and to the extent that, the condition or conditions which have not been satisfied were reasonably
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capable of being performed or caused to be performed by the Buyer Parties (where the Terminating Party is the Seller) or the Seller (where the Terminating Party is the Buyer) (the “ Obligated Party ”) and have not been satisfied by reason of a default by the Obligated Party; and

(ii) the Obligated Party shall be released from the obligations hereunder if, and to the extent that, the condition or conditions which have not been satisfied and for which the Terminating Party has terminated this Agreement were reasonably capable of being performed or caused to be performed by the Terminating Party or have not been satisfied by reason of a default by the Terminating Party hereunder.

(c) If this Agreement is terminated pursuant to Section 9.1(a), there shall be no liability or obligation hereunder on the part of any Party.

(d) Nothing in Sections 9.3(b), 9.3(c) or 9.3(d) shall relieve any Party from liability for any breach of or default under this Agreement, including where this Agreement is terminated due to a condition not being satisfied and such non-satisfaction is the result of a breach or default by the Seller or any Buyer Party, as applicable, in which case the Seller will retain all remedies against the Buyer Parties, and vice versa , except as otherwise expressly provided in this Agreement to the contrary. If this Agreement is terminated, the provisions of Section 6.6(a) (Confidentiality) and this Article 9 shall survive such termination and remain in full force and effect, along with any other provisions of this Agreement which expressly or by their nature survive the termination hereof.

ARTICLE 10 GENERAL

10.1 Survival of Covenants

The covenants and obligations of the Buyer Parties and the Seller, as applicable, contained in this Agreement and in all other agreements, documents and certificates delivered pursuant to or contemplated by this Agreement (other than the conditions of closing set out in Article 5 and any provisions that have been fully performed in accordance with their terms at or prior to the Closing Time) shall survive and shall not merge on Closing and shall continue in full force and effect until such covenants and obligations have been fully performed, satisfied or expired in accordance with the terms thereof.

10.2 Disclosures

No representation or warranty is breached by reason of, and no Party is liable to any other Party in respect of, any fact, matter or circumstance:

(a) disclosed in writing with reasonable particularity in or reasonably identifiable on its face in the Schedules or Exhibits to this Agreement; or
(b) disclosed with reasonable particularity in or reasonably identifiable on its face in any document provided by the Seller to the Buyer at least two Business Days prior to the date of this Agreement.
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10.3 Expenses

Except as otherwise expressly provided herein, each Party shall pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement, the Closing Documents and the transactions contemplated herein and therein, whether or not the transactions contemplated by this Agreement are completed, including all fees and expenses of its legal counsel, financial advisors, bankers, investment bankers, brokers, accountants or other Representatives and fees payable to any Governmental Entity.

10.4 Notices

(a) Any notice, consent, waiver, demand, direction or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person (including by prepaid courier), transmitted by email or similar means of recorded electronic communication, or sent by registered mail, charges prepaid, addressed as follows:

(i) if to the Seller:

c/o Waterton Global Resource Management, Inc. Commerce Court West 199 Bay Street, Suite 5050 Toronto, ON M5L 1E2

Attention: [ Redacted: Confidential Information ] [ Redacted: Confidential Information ]

Email: [ Redacted: Confidential Information ] [ Redacted: Confidential Information ]

(ii) if to any Buyer Party:

P2 Gold Inc. 1100-355 Burrard Street Vancouver, BC V6C 2G8

Attention: [ Redacted: Confidential Information ] Email: [ Redacted: Confidential Information ]

(b) Any such notice, consent, waiver, demand, direction or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day), or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice, consent, waiver, demand, direction or other communication hereunder shall be delivered or transmitted by email or similar means of recorded electronic communication as aforesaid.

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(c) Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 10.4.

10.5 Amendments

This Agreement may be amended, modified or supplemented only by the written agreement of all the Parties.

10.6 Waivers

(a) At any time prior to the termination of this Agreement pursuant to Section 9.1, any Party may: (i) extend the time for the performance of any of the obligations or other acts of the other Parties; or (ii) waive compliance with any of the agreements or obligations of the other Parties or with any conditions to its own obligations or acts, in each case, only to the extent such obligations, agreements and conditions are intended for its benefit.

(b) Any extension or waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if such extension, waiver or consent is in writing and signed by the Party giving such extension, waiver or consent, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise of any such right, power or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement.

10.7 Assignment

No Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, to any Person without the prior written consent of the other Parties.

10.8 Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon and enforceable by and against the Parties and, where the context so permits, their respective successors (including any successor by reason of amalgamation, wind-up or statutory arrangement of any Party) and permitted assigns.

10.9 No Third Party Beneficiaries

Nothing in this Agreement or in any Closing Document is intended expressly or by implication to, or shall, confer upon any Person other than the Parties and their Affiliates any rights or remedies of any kind.

10.10 Further Assurances

Each of the Parties shall at all times and from time to time, including at all times from and after the Closing Date, upon any reasonable request of another Party, promptly do, execute, deliver or cause to be done, executed and delivered, all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement, the Closing Documents and such other instruments of sale, transfer, conveyance, assignment,

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confirmation, certificates and other instruments as may be reasonably requested from time to time in order to more effectively sell, transfer, convey, assign and set over the Purchased Assets and assign the Assumed Obligations to the Buyer and to effectuate the transactions contemplated by this Agreement and the Closing Documents and the other documents contemplated herein and therein.

10.11 Specific Performance

The Parties agree that irreparable harm may occur for which money damages would not be an adequate remedy at law in the event that any of the covenants of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to injunctive, specific performance and other equitable relief to prevent breaches or threatened breaches of the covenants contained in this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the parties may be entitled at law or in equity.

10.12 Counterparts

This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be executed on the date first written above. The delivery of an executed counterpart copy of this Agreement by electronic means shall be deemed to be the equivalent of the delivery of an original executed copy thereof.

[The remainder of this page has been intentionally left blank; signature page follows.]

IN WITNESS WHEREOF this Agreement has been executed by the Parties.

BOREALIS MINING COMPANY, LLC

by (Signed) “ Richard Wells ” Name: Richard Wells Title: Authorized Signatory

P2 GABBS INC.

by (Signed) “ Joe Ovsenek ” Name: Joe Ovsenek Title: Director

P2 GOLD INC.