NSJ Gold Corp. - Merger & Acquisition 2021

Execution Version

ARRANGEMENT AGREEMENT

1314992 B.C. LTD.

– AND –

GANFENG LITHIUM CO., LTD.

– AND –

MILLENNIAL LITHIUM CORP.

July 16, 2021

ARTICLE 1 INTERPRETATION.................................................................................................................... 4	ARTICLE 1 INTERPRETATION.................................................................................................................... 4
1.1	Defined Terms ..................................................................................................................... 4
1.2	Certain Rules of Interpretation .......................................................................................... 16
1.3	Schedules ......................................................................................................................... 17
ARTICLE 2 THE ARRANGEMENT ............................................................................................................. 18
2.1	Arrangement ..................................................................................................................... 18
2.2	Interim Order ..................................................................................................................... 18
2.3	The Company Meeting ...................................................................................................... 19
2.4	The Company Circular ...................................................................................................... 20
2.5	Final Order ........................................................................................................................ 21
2.6	Court Proceedings ............................................................................................................ 21
2.7	Company Equity Awards ................................................................................................... 22
2.8	Company Warrants ........................................................................................................... 23
2.9	Broker Options .................................................................................................................. 23
2.10	Effective Date .................................................................................................................... 23
2.11	Escrow .............................................................................................................................. 23
2.12	Payment of Consideration ................................................................................................. 23
2.13	Withholding Taxes............................................................................................................. 24
2.14	Guarantee and Indemnity ................................................................................................. 24
ARTICLE 3 REPRESENTATIONS AND WARRANTIES ............................................................................ 25
3.1	Representations and Warranties of the Company ............................................................ 25
3.2	Representations and Warranties of the Purchaser and the Guarantor ............................ 25
ARTICLE 4 COVENANTS ........................................................................................................................... 26
4.1	Conduct of Business of the Company............................................................................... 26
4.2	Covenants of the Company Relating to the Arrangement ................................................ 30
4.3	Conduct of Business of the Purchaser and the Guarantor ............................................... 32
4.4	Covenants of the Purchaser and the Guarantor Relating to the Arrangement ................. 32
4.5	Regulatory Approvals ........................................................................................................ 33
4.6	Access to Information; Confidentiality ............................................................................... 35
4.7	Public Communications .................................................................................................... 37
4.8	Notice Provisions .............................................................................................................. 37
4.9	Insurance and Indemnification .......................................................................................... 38
4.10	Employment Matters ......................................................................................................... 39
4.11	Transfer of Nominee Shares ............................................................................................. 39
ARTICLE 5 COVENANTS REGARDING NON-SOLICITATION ................................................................ 39
5.1	Non-Solicitation ................................................................................................................. 39
5.2	Notification of Acquisition Proposals ................................................................................. 41
5.3	Responding to an Acquisition Proposal ............................................................................ 41
5.4	Right to Match ................................................................................................................... 42
5.5	Breach by Subsidiaries and Representatives ................................................................... 43
ARTICLE 6 CONDITIONS .......................................................................................................................... 44

6.1	Mutual Conditions Precedent ............................................................................................ 44
6.2	Additional Conditions Precedent to the Obligations of the Purchaser .............................. 44
6.3	Additional Conditions Precedent to the Obligations of the Company ............................... 45
6.4	Satisfaction of Conditions ................................................................................................. 46
ARTICLE 7 TERM AND TERMINATION .................................................................................................... 46
7.1	Term .................................................................................................................................. 46
7.2	Termination ....................................................................................................................... 46
7.3	Effect of Termination/Survival ........................................................................................... 48
7.4	Termination Fees and Payment ........................................................................................ 48
ARTICLE 8 GENERAL PROVISIONS ........................................................................................................ 50
8.1	Amendments ..................................................................................................................... 50
8.2	Expenses .......................................................................................................................... 51
8.3	Notices .............................................................................................................................. 51
8.4	Time of the Essence ......................................................................................................... 52
8.5	Injunctive Relief ................................................................................................................. 52
8.6	Third Party Beneficiaries ................................................................................................... 52
8.7	Waiver ............................................................................................................................... 53
8.8	Entire Agreement .............................................................................................................. 53
8.9	Successors and Assigns ................................................................................................... 53
8.10	Severability ........................................................................................................................ 53
8.11	Governing Law .................................................................................................................. 54
8.12	Further Assurances ........................................................................................................... 54
8.13	Rules of Construction ........................................................................................................ 54
8.14	No Liability ......................................................................................................................... 54
8.15	Counterparts ..................................................................................................................... 54
SCHEDULE A PLAN OF ARRANGEMENT .................................................................................................. 1
SCHEDULE B ARRANGEMENT RESOLUTION......................................................................................... 1
SCHEDULE C COMPANY REPRESENTATIONS AND WARRANTIES .................................................... 1
SCHEDULE D PURCHASER AND GUARANTOR REPRESENTATIONS AND WARRANTIES ............... 1
SCHEDULE E SUPPORT AND VOTING AGREEMENT ............................................................................ 1
SCHEDULE F ESCROW AGREEMENT ..................................................................................................... 1

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of July 16, 2021,

BETWEEN:

1314992 B.C. LTD. , a corporation existing under the laws of British Columbia

(the “ Purchaser ”)

and –

GANFENG LITHIUM CO., LTD. , a corporation existing under the laws of the People’s Republic of China

(the “ Guarantor ”)

and –

MILLENNIAL LITHIUM CORP. , a company existing under the laws of the Province of British Columbia

(the “ Company ”)

WHEREAS the Purchaser wishes to acquire all of the issued and outstanding common shares of the Company in exchange for cash of the Purchaser;

AND WHEREAS the Board has (i) unanimously determined, after receiving financial and legal advice, that the Arrangement is fair to the Company Shareholders and in the best interests of the Company and (ii) resolved to recommend that the Voting Company Securityholders vote in favour of the Arrangement;

AND WHEREAS the Parties intend to carry out the transactions contemplated herein by way of a plan of arrangement under the provisions of the BCBCA;

AND WHEREAS the Purchaser has entered into support and voting agreements with the directors and senior officers of the Company who are holders of Common Shares and/or Company Warrants pursuant to which, among other things, such directors and senior officers have agreed to vote all of the Company Securities held by them in favour of the Arrangement Resolution, on the terms and subject to the conditions set forth in such agreements;

AND WHEREAS the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for;

NOW THEREFORE , in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms . As used in this Agreement, the following terms have the following meanings:

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and any transaction involving only the Company and/or its Subsidiaries, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons (other than the Purchaser or one or more of its Affiliates ), relating to:

(a) any direct or indirect sale or disposition (or any lease, long-term supply agreement, licence or other arrangement having the same economic effect as a sale) of assets of the Company or its Subsidiaries (including any voting or equity securities of the Company or of any of the Company’s Subsidiaries) representing 20% or more of the consolidated assets, or contributing 20% or more of the consolidated revenue or earnings, of the Company and its Subsidiaries taken as whole (in each case based on the consolidated financial statements of the Company most recently filed on SEDAR prior to such offer, proposal or inquiry), or
(b) any direct or indirect acquisition by any Person or group of Persons acting jointly or in concert within the meaning of Securities Laws, of Common Shares (including securities convertible into or exercisable or exchangeable for Common Shares) representing, when taken together with the Common Shares of the Company (including securities convertible into or exercisable or exchangeable for Common Shares) held by any such Person or group of Persons, 20% or more of the Common Shares (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exercisable or exchangeable for Common Shares),
in either case whether by way of take-over bid, tender offer, exchange offer, treasury issuance, plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, share or asset purchase, joint venture, liquidation, dissolution, winding up or other similar transaction involving the Company or its Subsidiaries, and whether in a single transaction or a series of related transactions.

“ Affiliate ” has the meaning ascribed to such term in the BCBCA.

“ Agreement ” means this arrangement agreement, including all schedules annexed hereto, as may be confirmed, amended, supplemented or otherwise modified from time to time in accordance with its terms.

“ Anti-Corruption Laws ” means laws, regulations and rules relating to anti-bribery or anti-corruption including the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), the United States Foreign Corrupt Practices Act of 1977 and any laws, rules, regulations of any relevant jurisdiction covering a similar subject matter.

“ Approved Budget ” means the cash flow projection of the Company through to February 28, 2022 attached as Schedule 1.1(a) to the Company Disclosure Letter.

“ Arrangement ” means an arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan

of Arrangement made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Resolution ” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form of Schedule B.

“ Authorization ” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

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

“ Board Recommendation ” has the meaning specified in Section 2.4(b).

“ Board ” means the board of directors of the Company as constituted from time to time.

“ Broker Options ” mean, collectively, the options granted to Cantor Fitzgerald Canada Corporation, Sprott Capital Partners LP and Mackie Research Capital Corporation to purchase an aggregate of 517,500 units of the Company, with each unit comprised of one Common Share and one half of one Company Warrant, until February 11, 2024 at an exercise price of $4.00.

“ Business Day ” means any day of the year, other than a Saturday, a Sunday or any day on which major banks are closed for business in Vancouver, British Columbia, the People’s Republic of China or Hong Kong or a national holiday in the People’s Republic of China or Hong Kong.

“ Canadian Shareholder ” has the meaning set forth in the Plan of Arrangement.

“ Change in Recommendation ” has the meaning specified in Section 7.2(a)(iv)(B).

“ Closing ” has the meaning specified in Section 2.10(c).

“ Collective Agreements ” means all collective bargaining agreements and union agreements currently applicable to the Company and/or its Subsidiaries which impose any obligations upon the Company and/or its Subsidiaries with respect to any Company Employee.

“ Common Shares ” means the issued and outstanding common shares in the capital of the Company.

“ Company Assets ” means all of the assets, Company Property (real or personal), permits, rights, licenses or other privileges (whether contractual or otherwise) of the Company and the Subsidiaries.

“ Company Circular ” means the notice of the Company Meeting and accompanying management information circular and all information it incorporates by reference, including all schedules, appendices and exhibits to such management information circular, to be sent to the Voting Company Securityholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Company Convertible Securities ” mean, collectively, the Company Options, the Company Warrants, the Company PSUs, and the Company RSUs.

“ Company Disclosure Letter ” means the confidential disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser and the Guarantor with this Agreement.

“ Company Employees ” means all officers and employees of the Company and/or its Subsidiaries, including unionized, non-unionized, part-time, full-time, active and inactive employees.

“ Company Filings ” means all documents publicly filed under the profile of the Company on SEDAR since February 28, 2018.

“ Company Meeting ” means the special meeting of Voting Company Securityholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

“ Company Options ” means the outstanding options to purchase Common Shares issued pursuant to the Company Stock Option Plan.

“ Company Property ” has the meaning ascribed to such term in Paragraph 29 of Schedule C.

“ Company PSU Plan ” means the Company performance share unit plan approved by Company Shareholders on April 20, 2021.

“ Company PSUs ” means the outstanding performance share units issued pursuant to the Company PSU Plan.

“ Company RSU Plan ” means the Company’s cash settled restricted share unit plan approved by the Board on November 2, 2017, as approved by Company Shareholders on January 25, 2018 and as amended.

“ Company RSUs ” means the outstanding restricted share units issued pursuant to the Company RSU Plan.

“ Company Securities ” means, collectively, the Common Shares, the Company RSUs, the Company PSUs, the Company Options, and the Company Warrants.

“ Company Securityholders ” means, collectively, Company Shareholders, holders of Company Options, holders of Company RSUs, holders of Company PSUs and holders of Company Warrants.

“ Company Shareholders ” means the registered or beneficial holders of the Common Shares, as the context requires.

“ Company Stock Option Plan ” means the stock option plan first approved by Company Shareholders on June 22, 2011.

“ Company Warrantholders ” means the holders of Company Warrants.

“ Company Warrants ” means the outstanding warrants to purchase Common Shares issued pursuant to the terms of the Warrant Indenture.

“ Company ” has the meaning specified in the preamble.

“ Competition Act ” means the Competition Act (Canada), R.S.C. 1985, c. C-34, as amended.

“ Confidential Information ” means, in respect of a Party (the “ Disclosing Party ”), all information concerning the Disclosing Party that is made available by the Disclosing Party or any of its Representatives to the other Party (the “ Receiving Party ”) or any of its Representatives, whether in verbal, visual, written, electronic or other form, together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based thereon prepared by the Receiving Party or any of its Representatives; provide, however, that the term “Confidential Information” does not include information which (a) was in the possession of the Receiving Party before it was made available by the Disclosing Party or any of its Representative to the Receiving Party or any of its Representatives; (b) is independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party; (c) is now, or hereafter becomes, available to the public other than as a result of disclosure prohibited by this Agreement; or (d) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under any obligation to the Disclosing Party to keep such information confidential. For greater clarity, as applied to the Company "Confidential Information" includes: (i) information that is embedded in, or related to, exploration, development, testing and test production, reporting on or commercial exploitation of the Pastos Grandes Project or the Company's other properties known as the Cauchari East Project; and (ii) information that would generally be considered confidential in the mining industry; but excludes information which is known generally to the public or the mining industry or which the Company has disclosed in public disclosure documents.

“ Confidentiality Agreement ” means the confidentiality agreement between the Company and the Guarantor dated February 24, 2021.

“ Consideration ” means, (i) in respect of each Common Share, $3.60 in cash, and (ii) in respect each Company Warrant, $0.30 in cash, in each case that the holder is entitled to receive pursuant to and in accordance with the Plan of Arrangement.

“ Constating Documents ” means, in respect of a Party, the articles and notice of articles, articles of incorporation, formation, amalgamation or continuation, as applicable, charters, operating agreements, by-laws or other organizational documents of such Party and all amendments to such articles, charters, operating agreements, by-laws or other organizational documents.

“ Contract ” means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation, arrangement or undertaking (written or oral), together with any amendments and modifications thereto, to which the Company or its subsidiary is a party or by which the Company or its subsidiary is bound.

“ Court ” means the British Columbia Supreme Court, or other court as applicable.

“ Data Room ” means the material contained in each of the virtual data rooms established by the Company in connection with the transaction contemplated hereby as at 5:00 p.m. (PST) on July 15, 2021.

“ Depositary ” means such Person as the Purchaser may appoint to act as depositary for the Common Shares in relation to the Arrangement, with the approval of the Company, acting reasonably.

“ Disclosing Party ” has the meaning specified in the definition of Confidential Information.

“ Dissent Rights ” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“ Effective Date ” means the date upon which the Arrangement becomes effective, as provided in the Plan of Arrangement.

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

“ Employee Plans ” means all health, welfare, supplemental unemployment benefit, post-employment benefit, bonus, profit sharing, stock option, stock appreciation, equity or equity-based, savings, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, termination, severance, change of control, disability, superannuation, pension, supplemental pension or supplemental retirement plans and other employee or director compensation or benefit plans, policies, practices, trusts, funds, agreements, arrangements or undertakings, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, registered or unregistered, and in each case for the benefit of directors or former directors of the Company or its Subsidiaries, Company Employees, former Company Employees, or any spouses, dependents, survivors or beneficiaries of such Persons, which are maintained by or binding upon the Company or its Subsidiaries or in respect of which the Company or its Subsidiaries has any actual or potential liability but, for greater certainty, “Employee Plans” does not include any Collective Agreements.

“ Environmental Laws ” means all applicable Laws relating to worker health and safety, pollution, natural resources, protection of the natural environment or any species that might make use of it or the generation, production, import, export, use, handling, storage, treatment, transportation, disposal or Release of Hazardous Substances, including under common law, and all Authorizations issued pursuant to such applicable Law.

“ Escrow Agreement ” means the escrow agreement dated as of the date hereof among the Purchaser, the Company and the Depositary in the form attached hereto as Schedule F.

“ Expense Reimbursement Amount ” has the meaning specified in Section 7.4(a).

“ Fairness Opinion ” means the opinion of the Financial Advisor to the effect that, as of the date of such opinion, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders (other than the Purchaser).

“ Final Order ” means the final order of the Court made pursuant to section 291(4) of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“ Financial Advisor ” means Sprott Capital Partners LP.

“ Government Official ” means any official, employee, or representative of any Governmental Entity or public international organization, any political party or employee thereof, or any candidate for political office.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision, agent, authority or representative of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, anti-trust, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

“ Guarantor ” has the meaning given to it in the preamble to this Agreement.

“ Hazardous Substances ” means (i) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos, asbestos-containing materials and polychlorinated biphenyls and (ii) any substance that is defined, regulated, prohibited, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“ Intellectual Property ” means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) works of authorship, copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property.

“ Interim Order ” means the interim order of the Court made pursuant to section 291(2) of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting and the voting requirements with respect to the Arrangement Resolution, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“ Investment Canada Act ” means the Investment Canada Act (Canada), R.S.C. 1985, c. 28 (1[st] Supp.), as amended.

“ Investment Canada Act Clearance ” or “ ICA Clearance ” means: either: (a) no notice has been given under subsection 25.2(1) or subsection 25.3(2) of the Investment Canada Act within the prescribed period or, (b) if notice has been given under subsection 25.2(1) or subsection 25.3(2) of the Investment Canada Act, then either the Minister under the Investment Canada Act shall have sent to the Purchaser a notice under paragraph 25.2(4)(a) or paragraph 25.3(6)(b) of the Investment Canada Act, or the Governor in Council shall have issued an order under paragraph 25.4(1)(b) of the Investment Canada Act authorizing the transactions contemplated by this Agreement.

10 -

“ Jurisdictions ” means, collectively, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities and, to the extent that they have the force of law, any policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“ Legal Proceedings ” means any litigation, action, application, suit, investigation, inquiry, hearing, claim, deemed complaint, grievance, civil, administrative, regulatory, criminal or arbitration proceeding or other similar proceeding, before or by any Governmental Entity (including any appeal or review thereof and any application for leave for appeal or review).

“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, lien (statutory or otherwise), or adverse right or claim, or other third party interest or encumbrance of any kind.

“ Matching Period ” has the meaning specified in Section 5.4(a)(ii).

“ Material Adverse Effect ” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets (tangible or intangible), properties, capitalization, financial condition or liabilities (contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from, arising in connection with or related to:

(a) any change or development generally affecting the industries or segments in which the Company and the Subsidiaries operate or carry on their business;
(b) any change or development in currency exchange, interest or inflation rates or in general economic, business, regulatory, political or market conditions or in financial, credit, commodities, securities or capital markets in Canada, the United States or globally;
(c) any adoption, proposal, implementation or change in applicable Law or any interpretation of applicable Law by any Governmental Entity;
(d) any change in IFRS or changes in applicable regulatory accounting requirements applicable to the industries in which it conducts business;
(e) any hurricane, flood, tornado, earthquake or other natural disaster or man-made disaster;
(f) the commencement or continuation of war, armed hostilities, including the escalation or worsening thereof, or acts of terrorism;
(g) the commencement or continuation of an epidemic, pandemic or other outbreak of illness or public health event, including the escalation or worsening thereof;
11 -
(h) the announcement of this Agreement or the transactions contemplated hereby, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company and/or the Subsidiaries with any of its current or prospective employees, customers, shareholders, distributors, suppliers, counterparties, insurance underwriters or partners;
(i) any action taken (or omitted to be taken) by the Company or the Subsidiaries which is required to be taken (or omitted to be taken) pursuant to this Agreement or that is consented to by the Purchaser or the Guarantor in writing;
(j) any matter which (i) has been publicly disclosed in the Company Filings prior to the date of this Agreement or (ii) has been disclosed in the Company Disclosure Letter;
(k) any failure by the Company to meet any analysts’ estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, or any failure by the Company or the Subsidiaries to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations; and
(l) any change in the market price or trading volume of any securities of the Company or any suspension of trading in securities generally or on any securities exchange on which any securities of the Company trade,

provided, however, that (A) with respect to clauses (a) through (g) of this definition, such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company and/or the Subsidiaries operate, in which case such effect may be taken into account in determining whether a Material Adverse Effect in respect of the Company has occurred, and (B) references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred.

“ Material Contract ” means any Contract to which the Company or its Subsidiaries is a party: (i) that relates to any streaming rights, royalty interests or other similar rights or interests in any of the Company; (ii) relating to indebtedness for borrowed money in excess of $2.5 million or pursuant to which the Company or its Subsidiaries has guaranteed the liabilities, obligations or indebtedness of any other Person; (iii) restricting, or which may in the future restrict, the incurrence of indebtedness by the Company or its Subsidiaries (including by requiring the granting of an equal and rateable Lien), the incurrence of any Liens on any properties or assets of the Company or its Subsidiaries, or the payment of dividends or other distributions by the Company or its Subsidiaries; (iv) relating to or providing for the establishment, investment in, organization, formation, or governance of any joint venture, limited liability company or partnership with any other Person; (v) that creates an exclusive dealing arrangement or right of first offer or refusal that is material to the Company and its Subsidiaries taken as a whole, to the benefit of a third party, other than joint operating agreements, bidding agreements and other industry standard agreements entered into in the Ordinary Course; (vi) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $2.5 million; (vii) that limits or restricts, or may in the future limit or restrict, the ability of the Company or the Subsidiaries to acquire any property, to engage in any line of business or to carry on business in any geographic area, or the scope of Persons to whom the Company or its subsidiary may sell products or deliver services; (viii) that constitutes a hedge contract,

12 -

futures contract, swap contract, option contract or similar derivative Contract, in the case of an option, with a gross amount of premium payable at the time of execution (based on the greater of fair market value or actual premium payable) of $2.5 million or more or, in the case of any other transaction, with a gross notional amount of $2.5 million or more; (x) under which the Company or its subsidiary is obligated to make or expects to receive payments in excess of $2.5 million over the remaining term; (xi) with any Governmental Entity; (xii) that constitutes an amendment, supplement, renewal or modification in respect of any of the foregoing; or (xiii) which, if terminated or if it ceased to be in effect, would have a Material Adverse Effect on the Company.

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

“ Minister ” means the Minister of Innovation, Science and Industry and/or other Ministers responsible for the Investment Canada Act.

“ Misrepresentation ” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

“ Notice ” has the meaning specified in Section 8.3.

“ officer ” has the meaning specified in the Securities Act (British Columbia).

“ Ordinary Course ” means, with respect to an action taken by the Company or its Subsidiaries, that such action is consistent with the past practices of the Company or such Subsidiaries, and is taken in the usual and ordinary course of the normal day-to-day operations of the business of the Company or such Subsidiaries; provided, however, that any reasonable action taken by the Company or its subsidiary arising out of or related to any epidemic, pandemic or other outbreak of illness or public health event shall be deemed for the purposes of this Agreement to have been taken by the Company or its subsidiary in the Ordinary Course;

“ Outside Date ” means December 7, 2021, or such later date as may be agreed to in writing between the Parties.

“ Parties ” means the Company, the Purchaser and the Guarantor, and “ Party ” means any one of them.

“ Pastos Grandes Project ” means certain mining concessions existing in the central portion of the Salar de los Pastos Grandes basin covering approximately 14,093 hectares, located in Salta Province, Argentina, over which the Company holds a 100% right, title and interest in, and all associated infrastructure, as further described in the Technical Report and in the Company Disclosure Letter (which includes a map locating all the concessions forming the Pastos Grandes Project).

“ Permitted Liens ” means, in respect of the Company or its Subsidiaries, any one or more of the following:

(a) Liens or deposits for Taxes or charges for electricity, gas, power, water and other utilities (i) which are not yet due and payable or delinquent or (ii) which are being contested in good faith by appropriate proceedings and in respect of which the applicable
13 -

Governmental Entities are prevented from taking collection action during the valid contest of such amounts and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Company in accordance with IFRS;

(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the Company Assets, provided that such Liens are related to obligations not yet due or delinquent, are not registered against title to any Company Assets and in respect of which adequate holdbacks are being maintained as required by applicable Law imposed by any Governmental Entity having jurisdiction over real property;
(c) municipal by-laws, regulations, ordinances, zoning law, building or land use restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property and any other restrictions affecting or controlling the use, marketability or development of real property;
(d) customary rights of general application reserved to or vested in any Governmental Entity to control or regulate any interest in the facilities in which the Company or the Subsidiaries conduct their business, provided that such Liens, encumbrances, exceptions, agreements, restrictions, limitations, contracts and rights (i) were not incurred in connection with any indebtedness, and (ii) do not, individually or in the aggregate, have a material adverse effect on the value or materially impair or add material cost to the use of the subject property;
(e) Liens incurred, created and granted in the Ordinary Course to a public utility, municipality or Governmental Entity in connection with operations conducted with respect to the Company Assets, but only to the extent those Liens relate to costs and expenses for which payment is not yet due or delinquent;
(f) easements, rights of way, restrictions, restrictive covenants, servitudes and similar rights in land including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables, that in each case do not materially adversely impact the use of such property as it is being used on the date of this Agreement;
(g) such other imperfections or irregularities of title or Liens as do not individually or in the aggregate materially detract from the value or materially adversely affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties;
(h) any Liens, other than those described above, that are (i) registered or of record as of the date hereof against title to real property comprising Company Assets in the applicable land registry offices or recording offices, or (ii) registered or recorded, as of the date hereof, against the Company Assets in a public personal property registry, or similar registry systems; and
(i) Liens listed and described in Schedule 1.1(b) of the Company Disclosure Letter.
14 -

“ Person ” includes any individual, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, body corporate, trust, organization, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“ Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with Section 8.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ PRC Approvals ” means, collectively, the approval of: (i) the National Development and Reform Commission of the People’s Republic of China; (ii) the Ministry of Commerce of the People’s Republic of China; (iii) the State Administration of Foreign Exchange of the People’s Republic of China; and (iv) any provincial equivalent of the foregoing organizations, in each case, if and to the extent required under applicable Law.

“ Purchaser Termination Fee Event ” has the meaning specified in Section 7.4(e).

“ Purchaser ” has the meaning specified in the preamble.

“ Real Property Lease ” means any lease, sublease, license, occupancy agreement or other agreement with respect to any real property leased, subleased or licensed by the Company or its Subsidiaries which is material to the Company and its Subsidiaries, taken as a whole.

“ Receiving Party ” has the meaning specified in the definition of Confidential Information.

“ Registrar ” means the person appointed as the Registrar of Companies pursuant to Section 400 of the BCBCA;

“ Regulatory Approval ” means, in respect of a Party, any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case required to be obtained or made by such Party in connection with the Arrangement or otherwise necessary to permit the Parties to complete their obligations under this Agreement.

“ Release ” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the environment.

“ Representatives ” has the meaning specified in Section 5.1(a).

“ Required Approval ” has the meaning specified in Section 2.2(c).

“ Reverse Termination Amount ” has the meaning specified in Section 7.4(d).

“ Securities Authorities ” means the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

15 -

“ Securities Laws ” means the Securities Act (British Columbia) and any other applicable Canadian provincial securities laws, rules and regulations and published policies thereunder.

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval maintained on behalf of the Securities Authorities.

“ Software ” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“ Special Committee ” means the special committee of directors of the Company formed to consider, among other things, the proposed Arrangement.

“ Subsidiaries ” means Proyecto Pastos Grandes S.A., a company incorporated in Argentina and 1139948 B.C. Ltd., a company incorporated in British Columbia.

“ subsidiary ” has the meaning ascribed to such term in the BCBCA.

“ Superior Proposal Notice ” has the meaning specified in Section 5.4(a)(i).

“ Superior Proposal ” means any bona fide written Acquisition Proposal from a Person or group of Persons who is at arm’s length to the Company to acquire not less than all of the outstanding Common Shares (other than the Common Shares beneficially owned by the Person or group of Persons making such Superior Proposal) or all or substantially all of the assets of the Company on a consolidated basis: (i) that did not result from or involve a breach of Article 5, (ii) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person or group of Persons making such proposal; (iii) that is not subject to any financing contingency and in respect of which, to the satisfaction of the Board, acting in good faith, adequate arrangements have been made to ensure that the required funds will be available to effect payment in full for all of the Common Shares or assets, as the case may be; (iv) that is, as at the date the Company provides the Superior Proposal Notice to the Purchaser, not subject to any due diligence or access condition; and (v) in respect of which the Board determines, in its good faith judgment, after receiving the advice of its financial advisors and its outside legal advisors and after taking into account all the terms and conditions of the Acquisition Proposal, that the Acquisition Proposal would, if completed in accordance with its terms (but without assuming away any risk of non-completion), result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(b)).

“ Support and Voting Agreements ” means each of the support and voting agreements dated the date hereof between the Purchaser and each of the directors and senior officers of the Company who are Company Shareholders, substantially in the form of Schedule E.

“ Tax Act ” means the Income Tax Act (Canada) and all regulations made thereunder and all amendments thereto.

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed in respect of Taxes.

16 -

“ Taxes ” means: (a) all taxes, imposts, levies or other assessments of any kind whatsoever imposed by any taxing authority, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, share capital, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes and customs duties; and (b) all interest, penalties, fines, additions to tax or additional amounts imposed in connection with any item described in clause (a) of this definition.

“ Technical Report ” means the technical report dated effective July 29, 2019, authored by Marek Dworzarowski, P.Eng., B.Sc. (Hons), FSAIMM, Michael Rosko, M.Sc. P.G. SME and Peter Ehren, MSc. AusIMM (CP) and titled " Feasibility Study of the Pastos Grandes Project, Salta Province, Argentina " relating to the Company’s Pastos Grandes Project.

“ Termination Amount Event ” has the meaning specified in Section 7.4(b).

“ Termination Amount ” has the meaning specified in Section 7.4(a).

“ Transaction Personal Information ” means the personal information protected under applicable privacy and data protection legislation, including the British Columbia Personal Information Protection Act and the Personal Information Protection and Electronic Documents Act , as amended and replaced from time to time, that is in the control of the Company and which has been, or will be disclosed or conveyed to the Purchaser or Guarantor or any of their Affiliates or representatives by or on behalf of the Company as a result of or in conjunction with the Arrangement, and, for greater certainty, includes all such personal information disclosed to the Purchaser and Guarantor and or their Affiliates prior to the execution of this Agreement.

“ TSXV ” means the TSX Venture Exchange.

“ Voting Company Securityholders ” means, collectively, the Company Shareholders and the Company Warrantholders.

“ Warrant Indenture ” means the warrant indenture between the Company and Computershare Trust Company of Canada, as warrant agent, dated February 11, 2021.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.
(b) Currency. All references to dollars or to $ are references to Canadian dollars, unless otherwise specified.
(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(d) Certain Phrases and References, etc. The words “including”, “includes” and “include” mean “including (or includes or include) without limitation,” and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or
17 -

sum), without duplication, of.” Unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “made available” means copies of the subject materials were included in the Data Room.

(e) Capitalized Terms. All capitalized terms used in any Schedule hereto have the meanings ascribed to them in this Agreement.
(f) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the actual or constructive knowledge of: (i) Graham Harris, Chair of the Company; (ii) Farhad Abasov, President and Chief Executive Officer of the Company; (iii) Max Missiouk, Chief Financial Officer of the Company; (iv) Ian Scarr, Chief Operating Officer and VP-Development and Exploration of the Company; or (v) Peter MacLean, Senior VP-Technical Services of the Company, in each case after making reasonable inquiries of the applicable employees, consultants or directors of the Company or its Subsidiaries, in each case who are currently employed and not absent from work by reason of leave of absence or otherwise, or otherwise engaged by the Company, as applicable, with respect to the matters that are the subject of the representations and warranties.
(g) Accounting Terms. Unless otherwise specified herein, all accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with IFRS.
(h) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or reenacted, unless stated otherwise.
(i) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(j) Time References. References to time are to local time, Vancouver, British Columbia.
1.3 Schedules
(a) The Schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.
(b) The Company Disclosure Letter itself and all information contained in it is Confidential Information of the Company and may not be disclosed by either Party unless (i) it is required to be disclosed pursuant to applicable Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes, or (ii) a
18 -

Party, acting reasonably and in good faith, needs to disclose it in order to enforce or exercise its rights under this Agreement.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

2.2 Interim Order

As soon as reasonably practicable after the date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to section 291 of the BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

(a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;
(b) that the securities of the Company which shall be entitled to be voted by their holders on the Arrangement Resolution shall be the Common Shares and the Company Warrants.
(c) that the required level of approval (the “ Required Approval ”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or by proxy at the Company Meeting, (ii) twothirds of the votes cast on the Arrangement Resolution by Voting Company Securityholders (voting as a single class) present in person or by proxy at the Company Meeting, and (iii) if required by MI 61-101, minority approval in accordance with MI 61101;
(d) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements, shall apply in respect of the Company Meeting;
(e) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement;
(f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(h) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
19 -
(i) that the record date for the Voting Company Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Law; and
(j) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

2.3 The Company Meeting

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

(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Constating Documents and applicable Law as soon as reasonably practicable, and in any event on or before October 8, 2021, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except:
(i) as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled), by applicable Law or by a valid Company Shareholder action (which action is not solicited or proposed by the Company or the Board); or
(ii) as otherwise expressly permitted under this Agreement;
(b) use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution or the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, and at the expense of the Purchaser, using a proxy solicitation services firm acceptable to the Purchaser and, to solicit proxies in favour of the approval of the Arrangement Resolution;
(c) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;
(d) consult with the Purchaser in fixing the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting;
(e) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution;
(f) promptly advise the Purchaser of receipt of any communication (written or oral) from any Company Securityholder in opposition to the Arrangement (other than non-substantive communications) and/or relating to the exercise or purported exercise or withdrawal of Dissent Rights;
20 -
(g) not change the record date for the Voting Company Securityholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting (unless required by applicable Law or the Interim Order);
(h) not waive any failure by any holder of Common Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser; and
(i) at the request of the Purchaser from time to time, the Company shall provide the Purchaser with: (i) a list of the registered Company Shareholders, together with their addresses and respective holdings of Common Shares; (ii) a list of the holders of the Company RSUs, Company PSUs, Company Options, and the Company Warrants, together with their addresses and respective holdings of Company RSUs, Company PSUs, Company Options, and the Company Warrants; and/or (iii) a list of participants and book-based nominee registrants such as CDS& Co., CEDE & Co. and DTC (as applicable), and non-objecting beneficial owners of the Common Shares, together with their addresses and respective holdings of the Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of the Company Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with the Company Shareholders with respect to the Arrangement.

2.4 The Company Circular

(a) Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall promptly prepare and complete the Company Circular together with any other documents required by Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Voting Company Securityholder and other Person as required by the Interim Order and Law, in each case using all reasonable commercial efforts so as to permit the Company Meeting to be held as soon as reasonably practicable as specified in Section 2.3(a).
(b) On the date of mailing thereof, the Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim Order, does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Company Circular related to the Purchaser, the Guarantor and their respective Affiliates that was furnished by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Voting Company Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular shall include: (i) a copy of the Fairness Opinion, (ii) subject to Article 5, a statement that the Board has received the Fairness Opinion and has unanimously, after receiving legal and financial advice, determined that the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser) and that the Arrangement is in the best interests of the Company and recommends that the Voting Company Securityholders vote in favour of
21 -

the Arrangement Resolution (the “ Board Recommendation ”), and (iii) a statement that the directors and senior officers of the Company who are holders of Common Shares or Company Warrants have agreed to vote their Common Shares and Company Warrants, as applicable, in favour of the Arrangement pursuant to the Support and Voting Agreements.

(c) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by them, and agrees that all information relating solely to the Purchaser or Guarantor or any of their respective Affiliates included in the Company Circular must be in a form and content satisfactory to the Purchaser.
(d) The Purchaser and the Guarantor shall provide the Company with, on a timely basis, all information regarding the Purchaser, the Guarantor and their respective Affiliates, as required by applicable Law for inclusion in the Company Circular or in any amendments or supplements to the Company Circular. The Purchaser shall ensure that such information does not contain any Misrepresentation.
(e) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Voting Company Securityholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required.

2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is approved at the Company Meeting in accordance with the terms of the Interim Order, the Company shall promptly take all steps necessary to submit the Arrangement to the Court and diligently pursue an application for the Final Order.

2.6 Court Proceedings

(a) The Purchaser and the Guarantor shall cooperate with and assist the Company in, and consent to the Company, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser or the Guarantor as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser or the Guarantor in connection therewith.
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, and in each case subject to applicable Law, the Company shall:
(i) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(ii) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection
22 -

with pursuing the Interim Order or the Final Order, and give reasonable consideration to all such comments;

(iii) provide legal counsel to the Purchaser with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(iv) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company is advised of the nature of any submissions on a timely basis prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;
(v) ensure that all material filed with the Court in connection with pursuing the Interim Order or the Final Order is consistent in all material respects with this Agreement and the Plan of Arrangement;
(vi) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement;
(vii) if at any time after the issuance of the Final Order and prior to the Effective Date the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser; and
(viii) not file any material with the Court in connection with pursuing the Interim Order or the Final Order or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed, provided that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement.

2.7 Company Equity Awards

(a) The Parties acknowledge that the Company intends to amend the terms of any grant agreements for Company PSUs made pursuant to the Company PSU Plan such that all issued PSUs become vested prior to the Effective Date.
(b) The Company Options, Company RSUs and Company PSUs that are outstanding immediately prior to the Effective Time shall be dealt with in accordance with the Plan of Arrangement.
23 -
(c) The Parties acknowledge, and the Company, Guarantor and Purchaser, as applicable, covenant that no deduction will be claimed by the Company or any person not dealing at arm’s length with the Company in respect of any payment made to a holder of Company Options in respect of the Company Options pursuant to the Plan of Arrangement who is a resident of Canada or who is employed in Canada (both for the purposes of the Tax Act), in computing the Company and such person’s income under the Tax Act, and the Company shall: (i) as applicable, make an election pursuant to subsection 110(1.1) of the Tax Act in respect of the cash payments made in exchange for the surrender of Company Options, and (ii) provide evidence in writing of such election to holders of Company Options.

2.8 Company Warrants

The Company Warrants that are outstanding immediately prior to the Effective Time shall be dealt with in accordance with the Plan of Arrangement.

2.9 Broker Options

The Broker Options that are outstanding immediately prior to the Effective Time shall be dealt with in accordance with the Plan of Arrangement.

2.10 Effective Date

(a) The Effective Date shall occur on the date which is ten Business Days after the date on which all conditions set forth in Section 6.1, Section 6.2 and Section 6.3 have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties. From and after the Effective Time, the Arrangement will have all of the effects provided by applicable Law, including the BCBCA.
(b) At least one Business Day prior to the Effective Date, the Company shall send such documents as may be required in connection with the Arrangement under the BCBCA, to the BC Registrar for endorsement and/or filing (as applicable) by the BC Registrar, to give effect to the Arrangement.
(c) The closing of the Arrangement (the “ Closing ”) will take place electronically or at such other location as may be agreed upon by the Parties.

2.11 Escrow

The Parties acknowledge that the Purchaser has deposited, or caused to be deposited, the Reverse Termination Amount in escrow with the Depositary in accordance with the terms and conditions set out in the Escrow Agreement.

2.12 Payment of Consideration

(a) The Purchaser shall, on or before the Effective Date, deposit, or cause to be deposited, in escrow with the Depositary (the terms and conditions of such escrow to be satisfactory
24 -

to the Parties, acting reasonably) funds which, together with the funds deposited with the Depositary pursuant to Section 2.11, are sufficient to satisfy the aggregate Consideration payable to Company Shareholders as provided in the Plan of Arrangement. The Company shall provide the Purchaser with a written direction specifying the amount required to be deposited pursuant to this Section 2.12 three Business Days prior to the Effective Date.

(b) The Company shall, on or before the Effective Date, deposit, or cause to be deposited, in escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Parties, acting reasonably) sufficient funds to satisfy the aggregate Consideration payable to Company Warrantholders.
(c) The Company and Purchaser shall, on or before the Effective Date, each deliver written direction to the Depositary to combine the funds deposited by the Purchaser pursuant to Sections 2.11 and 2.12(a), and pay out such aggregate total to Company Shareholders pursuant to the Plan of Arrangement.

2.13 Withholding Taxes

The Purchaser, the Company and the Depositary, as applicable, shall be entitled to deduct or withhold from the consideration payable or otherwise deliverable to any Person pursuant to the Arrangement or this Agreement, including Company Shareholders exercising Dissent Rights, and from all dividends, other distributions or other amounts otherwise payable to any former Company Shareholders or former holders of Company Options, Company RSUs, Company PSUs or Company Warrants, such Taxes or other amounts as the Purchaser, the Company or the Depositary is required to deduct or withhold with respect to such payment under the Tax Act or any provision of any other applicable Law, including the tax laws of Argentina. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes are actually remitted to the appropriate taxing authority and any such other amounts deducted or withheld are remitted to the appropriate authority or person in accordance with applicable Law. If any amount is deducted or withheld from a payment made to any Person pursuant to the Arrangement or this Agreement, that Person may request and the Purchaser shall provide or cause the Company or the Depositary to provide all documentation as may reasonably be requested in respect of Taxes so withheld.

2.14 Guarantee and Indemnity

The Guarantor hereby unconditionally and irrevocably guarantees in favour of the Company, as principal and not as surety, the due and punctual performance (and, where applicable, payment) by the Purchaser (and its successors and permitted assigns) of each of its obligations and liabilities under this Agreement and the Plan of Arrangement, as the same may be amended, changed, replaced, settled, compromised or otherwise modified from time to time, and irrespective of any bankruptcy, insolvency, dissolution, winding-up, termination of the existence of or other matter whatsoever respecting the Purchaser or any successor or permitted assignee, including providing the Depositary with sufficient funds under Section 2.11 to pay the aggregate Consideration payable to the Company Shareholders pursuant to the Arrangement and all related or other fees and expenses for which the Purchaser is responsible under the terms of this Agreement (all in accordance with the terms hereof). The Guarantor hereby agrees that the Company shall not have to proceed first against the Purchaser in respect of any such matter before

25 -

exercising its rights under this guarantee against the Guarantor and agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations. The Guarantor hereby waives promptness, diligence, demand, notice of acceptance and any other notice with respect to any of the guaranteed obligations and this Agreement. The Guarantor hereby agrees to indemnify and save the Company and the Company Shareholders harmless from and against all loss, cost, damage, expense, claims and liability which they may at any time suffer or incur in connection with any failure by Purchaser to duly and punctually pay or perform its obligations owed to the Company and/or the Company Shareholders under this Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company

(a) The Company represents and warrants to the Purchaser and the Guarantor that the representations and warranties set forth in Schedule C are true and correct as of the date hereof and acknowledges and agrees that the Purchaser and the Guarantor are relying upon such representations and warranties in connection with the entering into of this Agreement.
(b) The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.
(c) Except for the representations and warranties set forth in this Agreement, neither the Company nor any other Person (i) has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Company, or (ii) has made or makes any representation or warranty to the Purchaser, the Guarantor or any of their respective Representatives, with respect to any financial projection, forecast, guidance, estimates of revenues, earnings or cash flows, budget or prospective information relating to the Company or its subsidiary or their respective businesses or operations.

3.2 Representations and Warranties of the Purchaser and the Guarantor

(a) The Purchaser and the Guarantor jointly and severally represent and warrant to the Company that the representations and warranties set forth in Schedule D are true and correct as of the date hereof and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.
(b) The representations and warranties of the Purchaser and the Guarantor contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.
(c) Except for the representations and warranties set forth in this Agreement, neither the Purchaser nor the Guarantor nor any other Person (i) has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the
26 -

Purchaser or the Guarantor, or (ii) has made or makes any representation or warranty to the Company or any of its Representatives, with respect to any financial projection, forecast, guidance, estimates of revenues, earnings or cash flows, budget or prospective information relating to the Purchaser or the Guarantor or any of their respective Affiliates or their respective businesses or operations.

ARTICLE 4 COVENANTS

4.1 Conduct of Business of the Company

(a) The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Purchaser (which consent may not be unreasonably withheld, conditioned or delayed), (ii) as required or expressly permitted by this Agreement or the Plan of Arrangement, (iii) as required by applicable Law or a Governmental Entity, or (iv) as expressly permitted in the Approved Budget, the Company shall, and shall cause its Subsidiaries to:
(i) subject to clause (ii) below, conduct its business in the Ordinary Course and in accordance with applicable Law;
(ii) implement and comply with the Approved Budget; and
(iii) use commercially reasonable efforts to maintain and preserve its business organization, assets (including, for greater certainty, the Company Assets), goodwill, employment relationships (other than where terminated for cause or by reason of resignation or retirement) and business relationships with other Persons with which the Company or its Subsidiaries have business relations.
(b) Without limiting the generality of Section 4.1(a), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Purchaser (which consent may not be unreasonably withheld, conditioned or delayed), (ii) to the extent permitted by or necessary to implement or comply with the Approved Budget, (iii) as required or expressly permitted by this Agreement or the Plan of Arrangement, (iv) as required by applicable Law or a Governmental Entity, or (v) as disclosed in Schedule 4.1(b) of the Company Disclosure Letter, the Company shall not, and the Company shall cause each of its Subsidiaries not to, directly or indirectly:
(i) amend its Constating Documents;
(ii) split, combine, subdivide or reclassify any shares of its capital stock or other equity interests;
(iii) declare, set aside or pay any dividend or other distribution on any shares of its capital stock or other equity interests (whether in cash, stock or property or any combination thereof), except for dividends or distributions by the Subsidiaries to the Company or the Subsidiaries;
27 -
(iv) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its capital stock or other equity interests or any of its outstanding securities;
(v) issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, except for the issuance of Common Shares issuable upon the exercise of Company Options and Company RSUs outstanding on the date hereof;
(vi) reorganize, arrange, restructure, amalgamate or merge the Company or its Subsidiaries;
(vii) adopt a plan of or resolutions providing for the complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or its Subsidiaries;
(viii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), or commit to acquire, directly or indirectly, any assets, securities, properties, interests or businesses other than those of the Company’s Subsidiaries, or as set out in the Approved Budget;
(ix) sell, pledge, lease, license, encumber (other than a Permitted Lien) or otherwise transfer any assets of the Company or of its Subsidiaries or any interest in any assets of the Company and its Subsidiaries relating to (A) the Pastos Grandes Project, or (B) any other assets, other than assets sold in accordance with the Approved Budget or assets that are obsolete, damaged or destroyed;
(x) make any capital expenditure or commitment to do so which is not provided for in the Approved Budget;
(xi) abandon or fail to diligently pursue any application for any material Authorizations, leases, permits or registrations for the Company or its Subsidiaries or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations of the Company or its Subsidiaries relating to the Pastos Grandes Project;
(xii) except as contemplated herein, allow the Company or its subsidiary to (A) amend or modify in any material respect, or terminate or waive any material right under, any Material Contract, (B) enter into any contract or agreement that would be a Material Contract if in effect on the date hereof, or (C) make any bid or tender after the date of this Agreement which, if accepted, would result in the Company being obligated to enter into a contract that would be a Material Contract if in effect on the date hereof (other than the renewal of a Contract in existence on the date hereof on terms materially consistent with terms in existence on the date hereof);
28 -
(xiii) except in the Ordinary Course, enter into any new Real Property Lease or amend the terms of any existing Real Property Lease;
(xiv) in respect of any Company Assets, waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material Authorization, right to use, lease, Material Contract or Intellectual Property;
(xv) except as contemplated in Section 4.9 and except for renewals in the Ordinary Course, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or its Subsidiaries in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage substantially similar to or greater than the coverage under the terminated, cancelled or lapsed policies are in full force and effect and the Company shall provide notice to the Purchaser in respect thereof;
(xvi) prepay any long term indebtedness before its scheduled maturity or create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof other than indebtedness owing by the Subsidiaries to the Company, or of the Company to the Subsidiaries;
(xvii) make, change or revoke any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person other than advances and capital contributions to the Subsidiaries;
(xviii) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;
(xix) take any action or knowingly permit any inaction or enter into any transaction (other than the transactions contemplated in this Agreement, the Plan of Arrangement and Support and Voting Agreements and actions taken in the Ordinary Course) that could reasonably be expected to have the effect of materially reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Act in respect of the securities of the Subsidiaries and other non-depreciable capital property owned by the Company or its Subsidiaries on the date hereof, upon an amalgamation or winding up of the Company or its Subsidiaries or any of their respective successors;
(xx) make, change or revoke any material Tax election or designation, settle or compromise any material Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into, cancel or modify any material agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any material Tax matter or materially amend or change any of its methods or periods
29 -

of reporting income, deductions or accounting for income Tax purposes except in the Ordinary Course or as may be required by applicable Law;

(xxi) make any material change in the Company’s methods of accounting, except as required by concurrent changes in IFRS or as otherwise required by applicable Law;
(xxii) (A) make, or promise to make, any changes to any Collective Agreement, Employee Plan, written employment agreements and/or any other terms and conditions of employment applicable to any Company Employee, including granting or promising to grant, any general increase in the rate of wages, salaries, benefits, bonuses or other remuneration of any Company Employees or independent contractor or making, or promising to make, any bonus or profit sharing distribution or similar payment of any kind, or adopting, or promising to adopt, or otherwise implement any employee or executive bonus or retention plan or program, except as required by the terms of any Collective Agreement, Employee Plan, written employment agreements or applicable Law and/or offer employment to or hire any new Company Employees (other than any offers of employment or hiring in the Ordinary Course); or (B) announce, implement or effect any reduction in force, lay-off or early retirement program, severance program or other similar program or effort concerning the termination of employment of Company Employees (other than employee terminations in the Ordinary Course);
(xxiii) except as disclosed in the Company Disclosure Letter and except as may be required by applicable Law or the terms of any existing Employee Plan or any Contract (including, for greater certainty, in connection with any termination for cause): (A) increase any severance, change of control or termination pay to (or amend any existing arrangement with) any Company Employee or any director of the Company or its Subsidiaries; (B) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer or senior manager of the Company or, other than in the Ordinary Course, any Company Employee (other than a director or officer or senior manager); (C) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any Company Employee having an annual base salary greater than $350,000 or targeted total annual compensation greater than $500,000; (D) increase compensation, retention or incentive compensation or other benefits payable to any director or officer of the Company or its Subsidiaries or, other than in the Ordinary Course, any Company Employee (other than a director or officer); (E) loan or advance money or other property by the Company or its Subsidiaries to any of their present or former directors, officers or Company Employees; (F) terminate (other than for cause) or encourage the resignation of any Company Employee with an annual base salary greater than $250,000 or targeted total annual compensation greater than $500,000; or (G) increase, or agree to increase, any funding obligation or accelerate, or agree to accelerate, the timing of any funding contribution under any Employee Plan;
30 -
(xxiv) adopt any new material Employee Plan or make any material amendments or improvements to any Employee Plan, except as required by Law;
(xxv) cancel, waive, release, assign, settle or compromise any material claims or rights in respect of the Pastos Grandes Project;
(xxvi) commence, waive, release, assign, settle, compromise or settle any litigation, proceeding or governmental investigation that is material or which imposes material restrictions on the operations of the Company or its Subsidiaries;
(xxvii) make any change to the Approved Budget other than a change that does not: (A) adversely affect the Pastos Grandes Project; or (B) increase the liabilities, costs, proposed expenditures, adjustments to working capital or cash commitments of the Company by more than 10%; or
(xxviii) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

4.2 Covenants of the Company Relating to the Arrangement

(a) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by the Company or its Subsidiaries under this Agreement, cooperate with the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its Subsidiaries to:
(i) use commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) required under the Material Contracts in connection with the Arrangement or (B) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed;
(ii) other than in connection with obtaining the Regulatory Approvals in respect of the Company, which shall be governed by the provisions of Section 4.5, use commercially reasonable efforts, upon reasonable consultation with the Purchaser, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement, provided that neither the Company nor its Subsidiaries will consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval
31 -

of the Purchaser, such approval not to be unreasonably withheld, conditioned or delayed;

(iii) use its commercially reasonable efforts to promptly satisfy all conditions precedent in this Agreement;
(iv) carry out the terms of the Interim Order and the Final Order applicable to the Company and comply promptly with all requirements imposed by applicable Law on the Company or its Subsidiaries with respect to this Agreement or the Arrangement;
(v) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement; and
(vi) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.9 and delivery by each of the Purchaser and the Company and each member of the Board and each manager and officer (as the case may be) of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable efforts to assist in effecting the resignations of each of the Company’s and its Subsidiaries’ respective directors, managers and officers (as the case may be) designated by the Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by the Purchaser.
(b) The Company shall promptly notify the Purchaser of:
(i) the occurrence of any Material Adverse Effect in respect of the Company after the date hereof;
(ii) any notice or other communication from any Person alleging (A) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (B) that such Person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or its Subsidiaries as a result of the Arrangement or this Agreement;
(iii) unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its Subsidiaries in connection with the Arrangement or this Agreement.
32 -

4.3 Conduct of Business of the Purchaser and the Guarantor

The Purchaser and the Guarantor jointly and severally covenant and agree that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Company (which consent may not be unreasonably withheld, conditioned or delayed), (ii) as required or expressly permitted by this Agreement, or (iii) as required by applicable Law or a Governmental Entity, the Purchaser shall not take any action, or refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby.

4.4 Covenants of the Purchaser and the Guarantor Relating to the Arrangement

(a) Subject to the terms and conditions of this Agreement, the Purchaser and the Guarantor shall perform all obligations required to be performed by it under this Agreement, cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, each of the Purchaser and the Guarantor shall:
(i) other than in connection with obtaining the Regulatory Approvals in respect of the Purchaser and the Guarantor, which shall be governed by the provisions of Section 4.5, use its commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;
(ii) vote, or cause to be voted, any Common Shares, directly or indirectly, owned or controlled by the Purchaser or the Guarantor or their respective Affiliates, in favour of the Arrangement Resolution and not exercise Dissent Rights in respect of such Common Shares;
(iii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement;
(iv) carry out the terms of the Interim Order and the Final Order applicable to the Purchaser and comply promptly with all requirements imposed by applicable Law on the Purchaser or with respect to this Agreement or the Arrangement; and
(v) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement.
(b) The Purchaser shall promptly notify the Company of:
33 -
(i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;
(ii) unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iii) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser or the Guarantor, threatened against, relating to or involving or otherwise affecting the Purchaser, the Guarantor or their respective Subsidiaries in connection with this Agreement or the Arrangement.
(c) Prior to the Effective Date, the Purchaser and Guarantor will each:
(i) use and disclose the Transaction Personal Information solely for purposes related to this Agreement and the Arrangement;
(ii) protect the Transaction Personal Information by security safeguards appropriate to the sensitivity of the information; and
(iii) if the Agreement is terminated for any reason, return the Transaction Personal Information to the Company or destroy it, in each case as soon as practicable.
(d) After the Effective Date, the Company, Purchaser and Guarantor will each:
(i) use and disclose the Transaction Personal Information under their respective control solely for the purposes for which it was collected, permitted to be used or disclosed before the Arrangement was completed;
(ii) protect the Transaction Personal Information under such Party’s control by security safeguards appropriate to the sensitivity of the information; and
(iii) give effect to any withdrawal of consent to use or disclose Transaction Personal Information by an individual made in accordance with applicable privacy and data protection legislation.

4.5 Regulatory Approvals

(a) The Purchaser and the Guarantor shall as promptly as possible, prepare and file all necessary documents, notices, registrations, statements, petitions, filings and applications for the ICA Clearance and the PRC Approvals and shall use commercially reasonable efforts to make or obtain the ICA Clearance and the PRC Approvals, and the Parties shall as promptly as possible, prepare and file all necessary documents, registrations, statements, petitions, filings and applications for the other Regulatory Approvals and shall use commercially reasonable efforts to make or obtain all such other Regulatory Approvals, in each case in a timely manner so as to enable the Closing to
34 -

occur as soon as reasonably practicable and, in any event, by no later than the Outside Date, including without limitation promptly responding to any information requests made by any Governmental Entity in connection with any Regulatory Approval.

(b) Without limiting the generality of Section 4.5(a):
(i) within ten Business Days after the date of this Agreement or by such other date as the Parties may reasonably agree, the Purchaser shall prepare and file with the responsible Minister a notification under Part III of the Investment Canada Act in respect of the transactions contemplated by this Agreement; and
(ii) within ten Business Days after the date of this Agreement or by such other date as the Parties may reasonably agree, the Purchaser or Guarantor, as applicable, shall apply to obtain the PRC Approvals;
(c) Subject to applicable Law and except as otherwise provided herein, the Parties will (i) coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 4.5, including providing each other or the other Party’s counsel with advance copies and reasonable opportunity to comment on all notices and information or other correspondence supplied to or filed with any Governmental Entity, and all notices and correspondence received from any Governmental Entity (subject to applicable legal privileges), and (ii) promptly notify the other of any communication from any Governmental Entity in respect of the Arrangement or this Agreement, and shall not make any submissions or filings, respond to any information request, or participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the transactions contemplated by this Agreement unless it consults with the other Party in advance. The Parties will provide each other with copies of any substantive written electronic communication received from Governmental Entities with respect to all applications, filings or other processes related to the Regulatory Approvals and will give each other the opportunity to attend and participate in all substantive meetings, telephone calls or other discussions with Governmental Entities in respect of the Regulatory Approvals. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorney client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients.
(d) The Company shall make available its Representatives, on the reasonable request of the Purchaser and their counsel, to assist the Purchaser in obtaining the ICA Clearance and the PRC Approvals, and other Regulatory Approvals, including by providing input, including on any materials prepared for obtaining the ICA Clearance, and the PRC Approvals, and other Regulatory Approvals, and responding promptly to requests for support (including attendance at meetings), documents, information, comments or input where reasonably requested by the Guarantor and the Purchaser in connection with the ICA Clearance and the PRC Approvals, and other Regulatory Approvals.
35 -
(e) Each Party shall promptly notify the other Party if it becomes aware that any (i) application, filing, document or other submission made in relation to a Regulatory Approval contains a Misrepresentation, or (ii) any Regulatory Approval contains, reflects or was obtained following the submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. In such case, the Company shall, in consultation with and subject to the prior approval of the Purchaser, cooperate in the preparation, filing and dissemination, as applicable, of any such amendment or supplement.
(f) If any objections are asserted by any Governmental Entity under any applicable Law with respect to the transactions contemplated by this Agreement, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with any applicable Law or as not satisfying any applicable legal test under any applicable Law necessary to obtain the Regulatory Approvals, the Parties shall use all reasonable efforts consistent with the terms of this Agreement to resolve or avoid such proceeding so as to allow Closing to occur on or prior to the Outside Date.
(g) The Parties shall use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to take or cause to be taken all actions necessary or advisable on their respective parts to consummate the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement but in any event prior to the Outside Date, including to obtain the ICA Clearance and the PRC Approvals, and other Regulatory Approvals.

4.6 Access to Information; Confidentiality

(a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, the terms of any existing Contracts and any reasonable policies adopted by the Company or its Subsidiaries in connection with any epidemic, pandemic or other outbreak of illness:
(i) the Company shall, and shall cause its Subsidiaries to, give the Purchaser and its representatives reasonable access during normal business hours to its: (A) premises, (B) property and assets (including all books and records and Tax Returns, whether retained internally or otherwise), (C) Contracts, and (D) senior personnel, or other information with respect to the financial condition, assets or business of the Company or the Subsidiaries as the Purchaser may from time to time reasonably request (including without limitation such information as the Purchaser may reasonably request in order to monitor the Company’s implementation of and compliance with the Approved Budget in accordance with Section 4.1(a)(ii); provided that: (1) the Purchaser provides the Company with reasonable prior notice of any request under this Section 4.6(a); (2) access to any materials contemplated in this Section 4.6(a) (other than the materials in the Data Room) shall be provided during the Company’s normal business hours only, and (3) such access does not unduly interfere with the Ordinary Course conduct of the business of the Company or its Subsidiaries;
36 -
(ii) the Company shall use commercially reasonable efforts to, as promptly as practicable after the date hereof, give the Purchaser a complete list of all consultants or independent contractors providing work or services to the Company and its Subsidiaries who were paid in excess of $250,000 in the last twelve-month period or whose contract obligates the Company to pay such consultant or independent contractor in excess of $250,000 in the next twelve month period, together with reasonably detailed information as to the terms and conditions of each such retainer; and
(iii) unless otherwise provided under Section 4.6(a)(ii) of this Agreement, as promptly as practical after the date hereof, the Company shall deliver to the Purchaser copies of all Contracts to which the Company or one of its Subsidiaries is a party or by which they are bound for goods and services having a value of $1 million or greater.
(b) For the purposes of preparing, considering and implementing integration and strategic plans for the Company business to be acquired by the Purchaser, from the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law and any reasonable policies adopted by the Company or its Subsidiaries in connection with any epidemic, pandemic or other outbreak of illness the Company, shall, and shall cause its Subsidiaries to:
(i) permit the Purchaser or its designated representatives not to exceed four persons (the “ Designated Representatives ”) to have access during normal business hours to the Pastos Grandes Project, including the provision of an office or suitable work station and on-site accommodation;
(ii) consult in good faith with, and keep the Purchaser and its Designated Representatives reasonably and periodically apprised, with respect to, all material activities relating to the exploration, permitting, development and maintenance of all of the Company Assets or any other material corporate action, and shall furnish the Purchaser or its Designated Representatives with all information, documents and access, including a copy of the current work plan relating to the Company’s Assets and any modifications or revisions thereto approved by the Company, reasonably requested by the Purchaser or its designated representatives in connection therewith;
(iii) permit the Purchaser or its Designated Representatives to attend and participate in meetings of Pastos Grandes Project mine site management with respect to the project whenever such meetings are held for the purposes of remaining informed as to the status of and any changes thereto of the procedures at the Pastos Grandes Project and any work delivered in connection there with.
(c) Subject to Section 4.6(d) of this Agreement, each Party agrees that it shall hold in confidence all Confidential Information of the other Party and shall not disclose such Confidential Information to any Person other than (i) those of its Representatives who reasonably require access to such Confidential Information in connection with completion or implementation of the transactions contemplated by this Agreement or (ii) to the extent such Party, acting reasonably and in good faith, determines it is necessary to disclose
37 -

such Confidential Information of the other Party in order to enforce or exercise its rights under this Agreement. Before providing access to the Confidential Information of the Disclosing Party to any of its Representatives, the Receiving Party will inform such Representative that such information is subject to this Section 4.6(c) of the contents of this Agreement and shall use its reasonable best efforts to ensure that such Representatives comply with this 4.6(c).

(d) If a Receiving Party is requested to disclose any Confidential Information of a Disclosing Party pursuant to any Legal Proceedings or by any Governmental Entity, the Receiving Party will give the Disclosing Party prompt notice of such request so that the Disclosing Party may seek an appropriate protective order and provide such cooperation in seeking such an order as the Disclosing Party may reasonably request. If the Receiving Party is nonetheless compelled to disclose Confidential Information of the Disclosing Party, the Receiving Party will disclose only that portion of such Confidential Information which the Receiving Party is legally required to disclose.

4.7 Public Communications

The Parties agree to jointly issue a press release with respect to this Agreement as soon as practicable after its due execution. A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing in accordance with applicable Law, including Securities Laws, and if, in the opinion of its outside legal counsel, such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party shall use its reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. Notwithstanding the foregoing, the Company may have discussions with Company Shareholders, financial analysts and other stakeholders relating to this Agreement or the transactions contemplated by it, provided that such discussions are not inconsistent with the most recent press releases, public disclosures or public statements made by the Company or the Purchaser that was approved by all Parties prior to the filing or release, as applicable. The Parties acknowledge that the Company will file this Agreement and a material change report relating thereto on SEDAR.

4.8 Notice Provisions

(a) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date; or
38 -
- (ii) result in the failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.
(b) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.
4.9 Insurance and Indemnification
(a) The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in effect without any reduction in scope or coverage for seven years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date. Alternatively, the Purchaser agrees that prior to the Effective Date, the Company may, at the election of the Company in its sole discretion (and provided that if the Company so elects, the Purchaser and the Company and its Subsidiaries shall not have the obligation referenced in the immediately preceding sentence), purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date on terms and conditions customary for a transaction of this nature and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for seven years from the Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time. From and after the Effective Time, the Company or the Purchaser, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance or adversely affect the rights of the Company’s present and former directors and officers thereunder.
(b) The Purchaser shall cause the Company and its Subsidiaries to honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries, to the extent that they are:
- (i) included in the Constating Documents of the Company or its Subsidiaries, or
- (ii) disclosed in Schedule 4.9(b) of the Company Disclosure Letter, and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than seven years from the Effective Date.
(c) If the Company or its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such
39 -

successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations of the Company and its Subsidiaries set forth in this Section 4.9.

4.10 Employment Matters

(a) The Purchaser agrees that the Company shall continue to honour and comply with the terms of all existing employment, change of control and severance agreements of the Company and its Subsidiaries, complete and correct copies of all of which agreements have been provided to the Purchaser.
(b) From and after the Effective Time, the Purchaser shall cause the Company and its Subsidiaries to comply with all of the obligations of the Company and its subsidiary under employment and other agreements with current or former Company Employees and Employee Plans as are disclosed in the Company Disclosure Letter in accordance with their terms as in effect immediately before the Effective Time, other than Employee Plans that are terminated in accordance with the provisions of the Plan of Arrangement; provided that no provision of this Section 4.10 shall limit or restrict the Company from terminating or amending any Employee Plan in accordance with its terms, nor give any Company Employees any right to continued employment, nor impair in any way the right of the Company or its subsidiary to terminate the employment of any Company Employees.

4.11 Transfer of Nominee Shares

Prior to the Effective Time, the Purchaser will designate a nominee to purchase from Graham Harris all shares of Proyecto Pastos Grandes S.A. held by Graham Harris for a purchase price of $1.00.

ARTICLE 5 COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

(a) Except as expressly provided in this Article 5, the Company shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or of its Subsidiaries (collectively “ Representatives ”) or otherwise, and shall not permit any such Person to:
(i) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or its Subsidiaries) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser or any Person acting jointly or in concert with the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal, provided that the Company may (A) communicate with any Person for the sole purpose of clarifying the terms and conditions of any inquiry, proposal or offer
40 -

made by such Person, (B) advise any Person of the restrictions of this Agreement, and (C) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal;

(iii) make a Change in Recommendation;
(iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days following the announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five-Business Day period); or
(v) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by, and in accordance with, Section 5.3).
(b) The Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser and its respective Affiliates) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal, and in connection with such termination shall:
(i) discontinue access to and disclosure of all information, if any, to any such Person, including any data room and any confidential information, properties, facilities, books and records of the Company or its Subsidiaries; and
(ii) request, and exercise all rights it has to require (A) the return or destruction of all copies of any confidential information regarding the Company or its Subsidiaries provided to any Person other than the Purchaser since January 1, 2020 and (B) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or its Subsidiaries, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with to the extent the Company is entitled.
(c) The Company represents and warrants that, since January 1, 2020, the Company has not waived any confidentiality, standstill or similar agreement or restriction to which the Company or its Subsidiaries is a party, except to permit submissions of expressions of interest solicited prior to the date of this Agreement. The Company covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which the Company or its Subsidiaries is a party, and (ii) neither the Company, nor its Subsidiaries nor any of their respective Representatives will release any Person from, or waive, amend, suspend or otherwise
41 -

modify such Person’s obligations respecting the Company, or its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or its Subsidiaries is a party (it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.1(c)).

5.2 Notification of Acquisition Proposals

If the Company or its Subsidiaries, or any of their respective Representatives, receives or becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to, or that is otherwise in respect of, an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or the Subsidiaries in connection with any proposal that constitutes or would reasonably be expected to lead to, or that is otherwise in respect of, an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or its Subsidiaries, the Company shall:

(a) promptly notify the Purchaser, at first orally, and then as soon as practicable (and in any event within 24 hours) in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all agreements and documents received in respect thereof, from or on behalf of any such Person; and
(b) keep the Purchaser reasonably informed of the status of all developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request, and shall respond as promptly as practicable to the Purchaser’s reasonable questions with respect thereto.

5.3 Responding to an Acquisition Proposal

(a) Notwithstanding Section 5.1, if at any time prior to obtaining the approval of the Voting Company Securityholders of the Arrangement Resolution, the Company receives a bona fide written Acquisition Proposal, the Company may engage in or participate in discussions with such Person regarding such Acquisition Proposal, and may provide such Person copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if:
(i) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal;
(ii) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction;
(iii) prior to providing any such copies, access, or disclosure, the Company enters into a confidentiality and standstill agreement with such Person having terms that are not less onerous than those set out in the Confidentiality Agreement and any
42 -

such copies, access or disclosure provided to such Person shall have already been (or shall reasonably promptly be) provided to the Purchaser;

  - (iv) the Company did not or is not in breach of Section 5.1; and

  - (v) the Company promptly provides the Purchaser with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality agreement referred to in Section 5.3(a)(iii).

(b) Nothing contained in this Article 5 shall prohibit the Board from making disclosure to Company Shareholders as required by applicable Law, including complying with section 2.17 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal.
5.4 Right to Match
(a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the approval of the Voting Company Securityholders of the Arrangement Resolution, the Board may authorize the Company to enter into a definitive agreement with respect to such Acquisition Proposal and make a Change in Recommendation, if and only if:
- (i) the Company has delivered to the Purchaser a written notice of the good faith determination of the Board, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement, together with a copy of the definitive agreement for the Superior Proposal and disclosure of the value, expressed in dollars, that the Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal (collectively, the “ Superior Proposal Notice ”);
- (ii) at least ten Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the Superior Proposal from the Company;
- (iii) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;
- (iv) if the Purchaser has offered to amend this Agreement and the Arrangement under Section 5.4(b), the Board has determined in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(b); and
43 -
(v) prior to or concurrently with entering into such definitive agreement, the Company terminates this Agreement pursuant to Section 7.2(a)(iii)(B) and pays the Termination Amount pursuant to Section 7.4.
(b) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (i) the Board shall review any offer made by the Purchaser under Section 5.4(a)(iii) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) if it would no longer constitute a Superior Proposal, the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser, and the Company and the Purchaser and the Guarantor shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(c) Each successive amendment to any Acquisition Proposal that results in an increase in, or a modification to, the consideration (or value of such consideration) to be received by Company Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall be afforded an additional five-Business Day Matching Period from the date on which the Purchaser received the Superior Proposal Notice.
(d) The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(b) would result in an Acquisition Proposal constituting a Superior Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make reasonable amendments to such press release as requested by the Purchaser and its legal counsel.
(e) If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than 10 Business Days before the Company Meeting, the Company may, and shall at the request of Purchaser, postpone the Company Meeting to a date that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, prior to the Outside Date).

5.5 Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, the Company shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by any of the Company’s Subsidiaries or Representatives shall be deemed to be a breach of this Article 5 by the Company.

44 -

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

(a) Arrangement Resolution. The Arrangement Resolution has been approved and adopted by the Voting Company Securityholders at the Company Meeting in accordance with the Interim Order.
(b) Interim and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.
(c) PRC Approvals. The PRC Approvals have been made, given or obtained, and each such PRC Approval is in force and has not been modified in any material respect.
(d) ICA Clearance. ICA Clearance has been obtained and such ICA Clearance is in force and has not been modified in any material respect.
(e) Illegality. No Law is in effect that makes the completion of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from completing the Arrangement.

6.2 Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Representations and Warranties. All representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Material Adverse Effect on the Company (and, for this purpose, any reference to “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and, in each case, the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
(b) Performance of Covenants. The Company has fulfilled or complied in all material respects with all of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Date, or which have not been
45 -

waived by the Purchaser, and has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(c) Title Opinion. The Company has delivered to the Purchaser a title opinion in respect of the Company Property in form and substance satisfactory to the Purchaser acting reasonably.
(d) Dissent Rights. The aggregate number of Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn shall not exceed 10% of the issued and outstanding Common Shares.
(e) Material Adverse Effect. Since the date of this Agreement, there shall not have occurred a Material Adverse Effect in respect of the Company that has not been cured.

6.3 Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

(a) Representations and Warranties. The representations and warranties of the Purchaser and the Guarantor set forth in this Agreement shall be true and correct in all respects as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impede or materially delay the completion of the Arrangement, and in each case, the Purchaser and the Guarantor has delivered a certificate confirming same to the Company, executed by two senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.
(b) Performance of Covenants. The Purchaser and the Guarantor has fulfilled or complied in all material respects with all of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, or which have not been waived by the Company, and the Purchaser and the Guarantor has delivered a certificate confirming same to the Company, executed by two senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.
(c) Payment of Consideration. Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser shall have complied with its obligations under Section 2.11 and the Depositary will have confirmed to the Company receipt from or on behalf of the Purchaser of the funds.
46 -

6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released upon delivery by the Parties of written confirmation of the Effective Time. For certainty, and notwithstanding the terms of any escrow arrangement entered into between the Purchaser and the Depositary, all funds held in escrow by the Depositary pursuant to Section 2.11 hereof shall be released from escrow upon delivery by the Parties of written confirmation of the Effective Time without any further act or formality required on the part of any person.

ARTICLE 7 TERM AND TERMINATION

7.1 Term

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

7.2 Termination

(a) This Agreement may be terminated prior to the Effective Time by:
(i) the mutual written agreement of the Parties;
(ii) either the Company or the Purchaser (on its own behalf and on behalf of the Guarantor), if:
- (A) the Required Approval is not obtained at the Company Meeting in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(A) if the failure to obtain the Required Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties under this Agreement or the failure of such Party to perform any of its covenants or agreements under this Agreement;
- (B) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the completion of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from completing the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(a)(ii)(B) has used its commercially reasonable efforts to appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or
- (C) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(C) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party or, in the case
47 -

of the Purchaser, by the Purchaser or the Guarantor, to perform any of its covenants or agreements under this Agreement;

(iii) the Company if:
(A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that would cause any condition in Section 6.3(a) Purchaser and Guarantor Representations and Warranties Condition or Section 6.3(b) Purchaser and Guarantor Covenants Condition not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date; provided that the Company is not then in breach of this Agreement so as to cause any condition in Sections 6.1 Mutual Conditions or 6.2 Purchaser Conditions not to be satisfied;
(B) prior to the approval by the Voting Company Securityholders of the Arrangement Resolution, the Board authorizes the Company to enter into a definitive written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal in accordance with Section 5.4 of this Agreement and prior to or concurrently with such termination the Company (or another Person on behalf of the Company) pays the Termination Amount in accordance with Section 7.4 in consideration for the disposition of the Purchaser’s rights under this Agreement; or
(C) subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser does not provide or cause to be provided to the Depositary sufficient funds as required pursuant to Section 2.11;
(iv) the Purchaser, on its own behalf and on behalf of the Guarantor, if:
(A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(a) Company Representations and Warranties Condition or Section 6.2(b) Company Covenants Condition not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date; provided that the Purchaser is not then in breach of this Agreement so as to cause any condition in Sections 6.1 Mutual Conditions or 6.3 Company Conditions not to be satisfied;
(B) the Board or any committee of the Board fails to recommend or withdraws, amends, modifies or qualifies in a manner adverse to Purchaser or publicly proposes or states its intention to do any of the foregoing, or fails to publicly reaffirm (without qualification) within five
48 -

Business Days after having been requested in writing by the Purchaser, acting reasonably, to do so, the Board Recommendation, or takes no position or a neutral position with respect to a publicly announced Acquisition Proposal for more than five Business Days after such Acquisition Proposal’s public announcement (in each case, a “ Change in Recommendation ”); or

(C) there has occurred a Material Adverse Effect in respect of the Company on or after the date of this Agreement that is incapable of being cured on or prior to the Outside Date.
(b) The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(a)(i)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the occurrence of the Effective Time, Section 4.9 and Section 4.10 shall survive; and (b) in the event of termination under Section 7.2, this Section 7.3, 7.4 through to and including Section 8.15, Section 4.9 and Section 4.10 shall survive in accordance with their terms, and provided further that, subject to Section 7.4(i), no Party shall be relieved of any liability for any breach by it of this Agreement prior to such termination.

7.4 Termination Fees and Payment

(a) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, (a) if this Agreement is terminated pursuant to Section 7.2(a)(ii)(A) Failure to Obtain Required Approval, the Company shall pay $500,000 (the “ Expense Reimbursement Amount ”) to the Purchaser as reimbursement for costs and expenses reasonably incurred by or on behalf of the Purchaser in connection with this Agreement and the transactions contemplated hereby, and (b) if a Termination Amount Event occurs, the Company shall pay $10,000,000 U.S. (the “ Termination Amount ”) to the Purchaser in consideration for the disposition of the Purchaser’s rights under this Agreement in accordance with Section 7.4(c).
(b) For the purposes of this Agreement, “ Termination Amount Event ” means the termination of this Agreement:
(i) by the Purchaser, pursuant to Section 7.2(a)(iv)(B) Change in Recommendation;
(ii) by the Company pursuant to Section 7.2(a)(iii)(B) Superior Proposal; or
(iii) by the Company or the Purchaser pursuant to Section 7.2(a)(ii)(A) Failure to Obtain Required Approval if:
49 -
- (A) after the announcement of this Agreement and prior to such termination, an Acquisition Proposal is publicly announced or otherwise publicly disclosed by any Person other than the Purchaser or any of its Affiliates (and such Acquisition Proposal has not expired or been withdrawn at least ten Business Days prior to the date of the Company Meeting); and
- (B) within 12 months following the date of such termination, (X) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is completed, or (Y) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a definitive written agreement in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later completed (whether or not within 12 months after such termination).
(c) The Termination Amount shall be paid by the Company to the Purchaser in consideration for the disposition of the Purchaser’s rights under this Agreement as follows, by wire transfer of immediately available funds to an account designated by the Purchaser:
(i) if a Termination Amount Event occurs due to a termination of this Agreement described in Section 7.4(b)(i), within two Business Days of the occurrence of such Termination Amount Event;
(ii) if a Termination Amount Event occurs due to a termination of this Agreement described in Section 7.4(b)(ii), concurrently with such termination; or
(iii) if a Termination Amount Event occurs due to a termination of this Agreement described in Section 7.4(b)(iii), on the completion of the Acquisition Proposal referred to in Section 7.4(b)(iii).

For purposes of Section 7.4, the term “ Acquisition Proposal ” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to ”50% or more”.

(d) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Purchaser Termination Fee Event occurs, the Purchaser shall pay $16,000,000 U.S. to the Company in accordance with Section 7.4(e) (the “ Reverse Termination Amount ”). Upon the occurrence of a Purchaser Termination Fee Event, the Purchaser and Company shall promptly direct the Depositary to pay the Reverse Termination Amount to the Company within two Business Days following such event.
(e) For the purposes of this Agreement, “ Purchaser Termination Fee Event ” means:
(i) the termination of this Agreement by the Company or the Purchaser, pursuant to Section 7.2(a)(ii)(C) Effective Time not occurring prior to the Outside Date; or
(ii) the termination of this Agreement by the Company pursuant to Section 7.2(a)(iii)(A) Breach of the Agreement;
50 -

in which case the Reverse Termination Amount shall be paid by the Purchaser to the Company within two Business Days following such termination.

(f) For the avoidance of doubt, the Reverse Termination Amount shall not be payable if the Effective Time does not occur on or prior to the Outside Date due to the ICA Clearance, having not been obtained, provided that the Purchaser has performed and complied with its covenants and agreements contained in Section 4.5.
(g) For the avoidance of doubt, in no event shall a Party be obligated to pay the Termination Amount or the Reverse Termination Amount, as the case may be, on more than one occasion.
(h) Each of the Parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement, and that any payment of the Termination Amount or Reverse Termination Amount, as set out in this Section 7.4, is in consideration for the disposition of the applicable Party’s rights under this Agreement which are a genuine pre-estimate of the damages, including opportunity costs, which the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties. The Parties irrevocably waive any right they may have to raise as a defence that any such amounts are excessive or punitive.
(i) The Parties agree that the payment of the Expense Reimbursement Amount, the Termination Amount and the Reverse Termination Amount in the manner provided in this Section 7.4 is the sole and exclusive remedy of the Party to whom such fee is paid in respect of the event giving rise to such payment and the termination of this Agreement, and following receipt thereof, such Party and its Affiliates shall not be entitled to bring or maintain any claim, action or proceeding against the other Party or any of its Affiliates arising out of or in connection with this Agreement (or the termination thereof) or the transactions contemplated herein and neither the Party paying such fee nor any of its Affiliates shall have any further liability with respect to this Agreement or the transactions contemplated hereby to the Party receiving such fee or any of its Affiliates) provided, however, that this limitation shall not apply in the event of fraud or a wilful breach by the other Party receiving such fee or any of its Affiliates of its representations, warranties, covenants or agreements set forth in this Agreement (which breach and liability therefore shall not be affected by termination of this Agreement or any payment of the Termination Amount or Reverse Termination Amount). The Parties shall also have the right to injunctive and other equitable relief in accordance with Section 8.5 to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement.

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written

51 -

agreement of the Parties, without further notice to or authorization on the part of the Company Shareholders and any such amendment may, subject to the Interim Order and the Final Order and applicable Law:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
(c) modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(d) modify any mutual conditions contained in this Agreement.

8.2 Expenses

Except as provided in Section 2.3(b), all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement, including all costs, expenses and fees of the Company incurred prior to or after the Effective Date in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is completed.

8.3 Notices

Any notice, direction or other communication given pursuant to this Agreement (each a “ Notice ”) must be in writing, sent by hand delivery, courier, facsimile or email and is deemed to be given and received: (i) on the date of delivery by hand or courier if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; or (ii) if sent by facsimile (with facsimile machine confirmation of transmission) or email on the date of transmission if it is a Business Day and transmission was made prior to 4:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day, in each case to the Parties at the following addresses (or such other address for a Party as specified by like Notice):

(a) to the Company at:

[Personal Information Redacted]

with a copy to:

Dentons Canada LLP 20[th] Floor, 250 Howe Street Vancouver, BC V6C 3R8 Attention: Gary Sollis Email: [email protected]

(b) to the Purchaser at:

[Personal Information Redacted]

52 -

[Personal Information Redacted]

with a copy to:

Gowling WLG (Canada) LLP Suite 2300, 550 Burrard Street Vancouver BC V6C 2B5 Attention: Linda Hogg Email: [email protected]

Rejection or other refusal to accept, inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

8.4 Time of the Essence

Time is of the essence in this Agreement.

8.5 Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed by a Party in accordance with their specific terms or were otherwise breached by a Party. It is accordingly agreed that each Party shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to specifically enforce compliance with, or performance of, the terms of this Agreement against the other Party 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 a Party may be entitled at Law or in equity.

8.6 Third Party Beneficiaries

(a) Except as provided in Section 2.7(c), Section 4.9 or Section 4.10, which, without limiting such sections’ terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 8.6 as the “ Third Party Beneficiaries ”) and except for the rights of the Company Securityholders to receive the applicable consideration following the Effective Time pursuant to the Arrangement (for which purpose the Company hereby confirms that it is acting as agent on behalf of the Company Securityholders), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.
(b) Despite the foregoing, the Purchaser acknowledges to each of the Third Party Beneficiaries, their direct rights against it under Section 2.7(c), Section 4.9 and Section 4.10 of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his or her heirs and his or her legal representatives, and for such purpose, the Company confirms that it is acting as trustee
53 -

on their behalf, and agrees to enforce such provision on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Third Party Beneficiary.

8.7 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

8.8 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Company, on the one hand, and the Purchaser, on the other hand, have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

8.9 Successors and Assigns

(a) This Agreement becomes effective only when executed by the Company and the Purchaser and the Guarantor. After that time, it will be binding upon and enure to the benefit of the Company, the Purchaser and the Guarantor and their respective successors and permitted assigns.
(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party, provided however that the Purchaser (or any permitted assign of the Purchaser) may, at any time upon giving notice to the Company, assign its rights and obligations under this Agreement without such consent to any Person that is controlled by the Purchaser, provided that; (i) such assignee delivers an instrument in writing confirming that it is bound by and shall perform all of the obligations of the assigning party under this Agreement as if it were an original signatory; and (ii) the Purchaser shall not be relieved of its obligations hereunder.

8.10 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

54 -

8.11 Governing Law

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

8.12 Further Assurances

Each Party hereto shall, from time to time and at all times hereafter, at the request of the other Parties hereto, but without further consideration, do all such further acts and things, and execute and deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

8.13 Rules of Construction

The Parties to this Agreement waive the application of any applicable Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

8.14 No Liability

No director or officer of the Purchaser or the Guarantor shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered on behalf of the Purchaser or the Guarantor under this Agreement. No director or officer of the Company or its Subsidiaries shall have any personal liability whatsoever to the Purchaser or the Guarantor under this Agreement or any other document delivered on behalf of the Company or its Subsidiaries under this Agreement.

8.15 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Signature Page Follows]

55 -

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

1314992 B.C. LTD.

By: “Xioshen Wang” Name: Xiaoshen Wang Title: Director

GANFENG LITHIUM CO., LTD.

By: “Xioshen Wang” Name: Xiaoshen Wang Title: Director

MILLENNIAL LITHIUM CORP.

By: “Farhad Abasov” Name: Farhad Abasov Title: Chief Executive Officer

A-1

SCHEDULE A PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (British Columbia)

1. INTERPRETATION

(a) Definitions: In this Plan of Arrangement, unless the context otherwise requires, the following words and terms and expressions (and all grammatical variations thereof) shall have the meaning hereinafter set out:

“ Affiliate ” has the meaning ascribed to such term in the BCBCA;

“ Amalco ” has the meaning ascribed thereto in Section 3.1(xii);

“ Arrangement Agreement ” means the arrangement agreement dated July 16, 2021 by and among the Company, the Guarantor and the Purchaser to which this Plan of Arrangement is attached as Schedule A, as the same may be supplemented, modified or amended from time to time in accordance with its terms;

“ Arrangement Resolution ” means the resolution approving the Arrangement by an affirmative vote of at least the following majorities (by tabulating the vote in each of the following three manners): (i) 66⅔% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, with each Common Share entitling the Company Shareholder to one vote; (ii) 66⅔% of the votes cast on the Arrangement Resolution by Voting Company Securityholders (voting together as a single class, with each Common Share entitling the Company Shareholder to one vote and each Company Warrant entitling the Company Warrantholder to one vote for each Common Share issuable upon exercise thereof) present in person or represented by proxy at the Company Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting (excluding Common Shares held by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101), which is to be considered at the Company Meeting and is to be substantially in the form and content of Schedule B to the Arrangement Agreement;

“ Arrangement ” means the arrangement under the provisions of Division 5 of Part 9 of the BCBCA, on the terms and conditions set forth in this Plan of Arrangement, subject to any amendment or supplement hereto made in accordance with the Arrangement Agreement and the provisions hereof or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably;

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

“ Business Day ” means any day, other than a Saturday or Sunday, upon which banks in Vancouver, British Columbia, Canada and Hong Kong, China are open for business;

“ Code ” means the Internal Revenue Code of 1986 (United States), as amended;

“ Common Shares ” means the common shares in the capital of the Company;

“ Company ” means Millennial Lithium Corp., a company existing under the laws of the Province of British Columbia;

A-2

“ Company Disclosure Letter ” means the letter dated July 16, 2021 delivered by the Company to the Guarantor and the Purchaser in a form acceptable to the Guarantor and the Purchaser;

“ Company Meeting ” means the special meeting of Voting Company Securityholders, including any adjournment or adjournments or postponement or postponements thereof, to be held in accordance with the Interim Order for the purpose of obtaining approval by Voting Company Securityholders of the Arrangement Resolution;

“ Company Optionholders ” means the holders of outstanding Company Options;

“ Company Options ” means the outstanding options to acquire Common Shares which have been issued pursuant to the Company Stock Option Plan;

“ Company PSU Holders ” means the holders of outstanding Company PSUs;

“ Company PSU Plan ” means the performance share unit plan of the Company as approved by the Company Shareholders on April 20, 2021;

“ Company PSUs ” means the outstanding performance share units to acquire Common Shares listed in the Company Disclosure Letter and which have been issued pursuant to the Company PSU Plan;

“ Company RSU Holders ” means the holders of outstanding Company RSUs;

“ Company RSU Plan ” means the restricted share unit plan of the Company as approved by the board of directors of the Company on November 2, 2017;

“ Company RSUs ” means the outstanding restricted share units to acquire Common Shares listed in the Company Disclosure Letter and which have been issued pursuant to the Company RSU Plan;

“ Company Securities ” means collectively, Common Shares, Company Options, Company RSUs, Company PSUs, Company Warrants and any other shares or securities of any nature heretofore issued by Company from time to time;

“ Company Securityholders ” means collectively, at any time, the Company Shareholders, the Company Optionholders, Company RSU Holders, Company PSU Holders and Company Warrantholders;

“ Company Shareholders ” means the holders of Common Shares;

“ Company Stock Option Plan ” means the stock option plan of the Company as approved by the Company Shareholders on January 17, 2017;

“ Company Warrantholders ” means the holders of Company Warrants;

“ Company Warrants ” means the outstanding warrants to purchase Common Shares issued by the Company as disclosed in the Company Disclosure Letter and issued pursuant to the terms of the Warrant Indenture;

“ Consideration ” means, collectively, the Share Consideration and the Warrant Consideration.

“ Court ” means the Supreme Court of British Columbia;

A-3

“ Depositary ” means any trust company, bank or financial institution agreed to in writing between the Purchaser and the Company for the purpose of, among other things, exchanging certificates representing Common Shares for the Cash Consideration in connection with and in conformity to the Arrangement;

“ Dissent Procedures ” means the procedures set forth Division 2 of Part 8 of the BCBCA, as may be modified by the Interim Order, and Section 4 of this Plan of Arrangement, which are required to be taken by a Company Shareholder to exercise the right of dissent in respect of Common Shares in connection with the Arrangement;

“ Dissent Rights ” means the rights of dissent of Company Shareholders in respect of the Arrangement Resolution as defined in Section 4 hereof;

“ Dissent Shares ” has the meaning ascribed thereto in Section 3(a)(iii).

“ Dissenting Company Shareholder ” means a Company Shareholder who has duly exercised a Dissent Right in strict compliance with the Dissent Procedures;

“ Effective Date ” means the date that the Purchaser and the Company agree upon in writing as the Effective Date;

“ Effective Time ” means the time on the Effective Date that the Purchaser and the Company agree upon in writing as the Effective Time;

“ Encumbrance ” means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

“ Final Order ” means the final order of the Court approving the Arrangement, as such order may be amended by the Court (with the consent of both the Purchaser and the Company, each acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Purchaser and the Company, each acting reasonably) on appeal;

“ Former Company Shareholders ” means a registered Company Shareholder immediately prior to the Effective Time or any person who surrenders to the Depositary certificates representing Common Shares duly endorsed for transfer in accordance with the provisions set forth in the Letter of Transmittal, in each case other than a Dissenting Shareholder, the Guarantor, the Purchaser or an Affiliate of the Guarantor or Purchaser;

“ Former Company Warrantholders ” means a registered Company Warrantholder immediately prior to the Effective Time or any person who surrenders to the Depositary certificates representing Company Warrants in accordance with the provisions set forth in the Letter of Transmittal;

“ Guarantor ” means Ganfeng Lithium Co., Ltd., a company existing under the laws of People’s Republic of China;

“ Interim Order ” means the interim order of the Court in a form acceptable to the Purchaser and the Company, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, supplemented or varied by the Court (with the consent of the Purchaser and the Guarantor, each acting reasonably);

A-4

“ Letter of Transmittal ” means the letter of transmittal contemplated pursuant to which Company Shareholders and Company Warrantholders are required to deliver certificates representing Common Shares and Company Warrants, respectively, and other documents as may be reasonably required by the Depositary, in order to receive the consideration payable to them pursuant to the Arrangement;

“ Merger ” has the meaning ascribed thereto in Section 3.1(xii);

“ MI 61-101 ” means Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators;

“ Person ” means any individual, corporation, firm, partnership (including, without limitation, a limited partnership), sole proprietorship, syndicate, joint venture, trustee, trust, any unincorporated organization or association, any government or instrumentality thereof and any tribunal;

“ Purchaser ” means 1314992 B.C. Ltd., a subsidiary of the Guarantor, existing under the laws of British Columbia;

“ Registrar ” means the person appointed as the Registrar of Companies pursuant to Section 400 of the BCBCA;

“ Share Consideration ” means $3.60 in cash;

“ subsidiary ” has the meaning ascribed to such term in the BCBCA.

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

“ Voting Company Securityholder ” means, collectively, the Company Shareholders and the Company Warrantholders;

“ Warrant Consideration ” means $0.30 in cash; and

“ Warrant Indenture ” means the warrant indenture between the Company and Computershare Trust Company of Canada, as warrant agent, dated February 11, 2021.

(b) Interpretation Not Affected by Headings. The headings contained in this Plan of Arrangement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. The terms “ this Plan of Arrangement ”, “ hereof ”, “ herein ”, “ hereto ”, “ hereunder ” and similar expressions refer to this Plan of Arrangement and not to any particular article, section, subsection, paragraph, subparagraph, clause or sub-clause hereof and include any agreement or instrument supplementary or ancillary hereto.
(c) Date for any Action. If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.
(d) Number and Gender. In this Plan of Arrangement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders and neuter.
(e) References to Persons and Statutes. A reference to a Person includes any successor to that Person. A reference to any statute includes all regulations made pursuant to such

A-5

statute and the provisions of any statute or regulation which amends, supplements or supersedes any such statute or regulation.

(f) Currency. Unless otherwise stated in this Plan of Arrangement, all references herein to amounts of money are expressed in lawful money of Canada.
(g) Governing Law. This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
(h) Time. Time shall be of the essence in every matter or action contemplated hereunder.

2. ARRANGEMENT AGREEMENT

This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement. At the Effective Time, the Arrangement shall be binding upon the Guarantor, the Purchaser, the Company, the Depositary and the registered and beneficial holders of the Common Shares.

If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

3. THE ARRANGEMENT

(a) The Arrangement. At the Effective Time, the following shall occur and shall be deemed to have occurred in the following order without any further act or formality, and in each case, unless otherwise specifically provided for in this Section 3(a), effective as at two-minute intervals starting at the Effective Time:
(i) Notwithstanding the terms of the Company Stock Option Plan or any agreements or other arrangements relating to the Company Options:
- (1) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be assigned and transferred to the Company by the holder thereof in exchange for a cash payment from the Company equal to the amount (if any) by which the Share Consideration exceeds the exercise price of such Company Option, and such Company Option and the Company Stock Option Plan shall immediately be cancelled;
- (2) with respect to each Company Option assigned and transferred to the Company pursuant to this Section 3(a)(i), the holder of such Company Option will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration (if any) such holder is entitled to receive pursuant to this Section 3(a)(i) and the name of the holder thereof will be removed from the applicable securities register of the Company with respect to such Company Options; and
- (3) the Company Stock Option Plan and all agreements relating to Company Options will be terminated and of no further force and effect.
(ii) Notwithstanding the terms of the Company RSU Plan or any agreements or other arrangements relating to the Company RSUs:

A-6

(1) each Company RSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be cancelled in exchange for a cash payment from the Company equal to the Share Consideration;
(2) with respect to each Company RSU cancelled pursuant to this Section 3(a)(ii), the holder of such Company RSU will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration such holder is entitled to receive pursuant to this Section 3(a)(ii)) and the name of the holder thereof will be removed from the applicable securities register of the Company with respect to such Company RSU; and
(3) the Company RSU Plans and all agreements relating to Company RSUs will be terminated and of no further force and effect.
(iii) Notwithstanding the terms of the Company PSU Plan or any agreements or other arrangements relating to the Company PSUs:
(1) each Company PSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be cancelled in exchange for a cash payment from the Company equal to the Share Consideration;
(2) with respect to each Company PSU cancelled pursuant to this Section 3(a)(iii), the holder of such Company PSU will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration such holder is entitled to receive pursuant to this Section 3(a)(iii)) and the name of the holder thereof will be removed from the applicable securities register of the Company with respect to such Company PSU; and
(3) the Company PSU Plans and all agreements relating to Company PSUs will be terminated and of no further force and effect.
(iv) Notwithstanding the terms of the Company Warrants or the Warrant Indenture or other arrangements relating to the Company Warrants:
(1) each Company Warrant outstanding immediately prior to the Effective Time shall be and shall be deemed to be cancelled in exchange for a cash payment from the Company equal to the Warrant Consideration;
(2) with respect to each Company Warrant cancelled pursuant to this Section 3(a)(iv), the holder of such Company Warrant will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the consideration such holder is entitled to receive pursuant to this Section 3(a)(iv)) and the name of the holder thereof will be removed from the applicable securities register of the Company with respect to such Company Warrants; and
(3) the Company Warrants and the Warrant Indenture will be terminated and of no further force and effect.
(v) Notwithstanding the terms of the Broker Options, each Broker Option outstanding immediately prior to the Effective Time shall be and shall be deemed to be

A-7

cancelled without consideration therefor and the right to exercise such Broker Options, as evidence by any certificate or other documentation, shall be terminated.

(vi) Each Common Share held by a Dissenting Company Shareholder (for certainty, being a Company Shareholder who has strictly complied with the Dissent Procedures and is ultimately entitled to be paid for its Common Shares) (“ Dissent Shares ”) will be deemed to be transferred by the holder thereof without any further act or formality on its part, free and clear of any Encumbrance, to the Purchaser and thereupon each Dissenting Company Shareholder shall have the rights set out in Section 4:
(1) Each such Dissenting Company Shareholder shall cease to have any rights as a Company Shareholder other than the right to be paid fair value for such shareholder’s Common Shares in accordance with Section 4;
(2) Each such Dissenting Company Shareholder’s name shall be removed from the central securities register of the Company in respect of such Common Shares as at the Effective Time maintained by or on behalf of the Company; and
(3) Such Common Shares shall be cancelled in the register of Common Shares maintained by or on behalf of the Company.
(vii) Each issued and outstanding Common Share shall be, and shall be deemed to be, transferred to, and acquired by, the Purchaser (free and clear of any Encumbrance) in exchange for the Share Consideration.
(viii) Each Former Company Shareholder shall cease to be a holder of the Common Shares so transferred and the name of such Former Company Shareholder shall be removed from the register of Company Shareholders maintained by or on behalf of the Company as it relates to the Common Shares so transferred, and the Purchaser shall become the holder of the Common Shares so transferred and shall be added to the register of Company Shareholders maintained by or on behalf of the Company.
(ix) Any and all Company Securities (other than the Common Shares held by the Guarantor and its Affiliates) that represent or that may be exercised for, or converted into, shares or other securities of the Company shall be fully and finally cancelled and terminated at the Effective Time, and the holders thereof shall have no further rights or entitlements thereunder.
(x) The Company shall, make an election to cease to be a “public corporation” under paragraph (c) of the definition of “public corporation” contained in subsection 89(1) of Tax Act.
(xi) The capital of the Common Shares shall be reduced to $1.00 without any repayment of capital in respect thereof.
(xii) at 4:00 p.m. on the Effective Date or such later date as designated by the Company and the Purchaser, the Company and the Purchaser shall merge (the " Merger ") to form one corporate entity (" Amalco ") with the same effect as if they had amalgamated under Section 269 of the BCBCA except that the separate legal existence of the Company shall not cease and the Company shall survive the Merger as Amalco notwithstanding the issue by the Registrar of a certificate of

A-8

amalgamation and the assignment of a new incorporation number to Amalco. The Merger is intended to qualify as an amalgamation for the purposes of subsection 87(1) of the Tax Act;

(xiii) without limiting the generality of Section 3(a)(xii), the separate legal existence of the Purchaser shall cease without the Purchaser being liquidated or wound up; the Company and the Purchaser will continue as one company; and the properties and liabilities of the Purchaser will become the properties and liabilities of the Company; and
(xiv) from and after the Effective Date, at the time of the step contemplated in Section 3(a)(xii):
(1) the name of Amalco shall be “Millennial Lithium Corp.”
(2) Amalco will continue to own and hold all property of the Company and will own and hold all of the property of the Purchaser and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such Merger, and all liabilities and obligations of the Company will continue to be liabilities and obligations of Amalco and all liabilities and obligations of the Purchaser will continue to be liabilities and obligations of Amalco, in each case, whether arising by contract or otherwise, and such liabilities may be enforced against Amalco to the same extent as if such obligations had been incurred or contracted by it;
(3) all rights, contracts, permits and interests of the Company and the Purchaser will continue as rights, contracts, permits and interests of Amalco as if the Company and the Purchaser continue and, for greater certainty, the Merger will not constitute a transfer or assignment of the rights or obligations of either of the Company or the Purchaser under any such rights, contracts, permits and interests;
(4) any existing cause of action, claim or liability to prosecution will be unaffected;
(5) a civil, criminal or administrative action or proceeding pending by or against either the Purchaser or the Company may be continued by or against Amalco;
(6) a conviction against, or ruling, order or judgment in favour of or against either the Purchaser or the Company may be enforced by or against Amalco;
(7) Amalco shall be authorized to issue an unlimited number of common shares without par value;
(8) the Notice of Articles and Articles of Amalco shall be substantially in the form of the Notice of Articles and Articles of the Company;
(9) the first annual general meeting of Amalco will be held within 18 months from the Effective Date;
(10) the first directors of Amalco following the Merger shall be the individuals who were directors of the Purchaser immediately prior to the Effective Time;

A-9

(11) the first officers of Amalco following the Merger shall be the individuals, if any, who were officers of the Purchaser immediately prior to the Effective Time;
(12) the capital of the common shares of Amalco will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the shares of the Purchaser immediately prior to the Merger; and
(13) the Merger shall not constitute an acquisition of property of the Company or the Purchaser by the other pursuant to the purchase of property or as a result of the distribution or winding-up of the Company or the Purchaser,

it being expressly provided that the events provided for in this Section 3(a) will be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

(b) Fractional Cash Consideration. Any Consideration owing to a Former Company Shareholder or Former Company Warrantholder, as applicable, shall be rounded up to the next whole cent.

4. RIGHTS OF DISSENT

Registered Company Shareholders may exercise dissent rights with respect to Common Shares held by such Dissenting Shareholders (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 4; provided that the written notice setting forth the objection of such registered Company Shareholders to the Arrangement Resolution must be received by the Company not later than 5:00 p.m. (Vancouver time) on the day that is two Business Days immediately preceding the date of the with respect to the Common Shares pursuant to and in the manner set forth Division 2 of Part 8 of the BCBCA as modified by the Interim Order and this Section 4; Notwithstanding subsection 242 of the BCBCA, any Company Shareholder seeking to exercise Dissent Rights must deliver to the Company a written objection to the Arrangement by 5:00 p.m., Vancouver time, on the Business Day that is two Business Days prior to the date of the Company Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Company Shareholder who duly exercises its Dissent Rights in accordance with this Section 4, shall be deemed to have transferred all Common Shares held by such Dissenting Company Shareholder and in respect of which Dissent Rights have been validly exercised, to the Purchaser, free and clear of all Encumbrances, as provided in Section 3(a)(vi) and if such Dissenting Company Shareholder:

(a) is ultimately entitled to be paid fair value for its Common Shares, such Dissenting Company Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3(a)(vi); (ii) will be entitled to be paid the fair value of such Common Shares by the Company, which fair value, notwithstanding anything to the contrary contained in section 245 of the BCBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Company Shareholder had not exercised its Dissent Rights in respect of such Common Shares; or
(b) ultimately is not entitled for, for any reason, to be paid fair value for such Common Shares, such Dissenting Company Shareholder shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall

A-10

be entitled to receive the Share Consideration that such Dissenting Company Shareholder would have received pursuant to the Arrangement if such Dissenting Company Shareholder had not exercised its Dissent Rights.

In no case shall the Guarantor, the Purchaser, or the Company be required to recognize Dissenting Company Shareholders or a Dissenting Company Shareholder at and after the Effective Time as a legal or beneficial holder of Common Shares for any purpose, and the names of such Dissenting Company Shareholders shall be removed from the share register of the Company at the Effective Time and the Purchaser shall be recorded as the registered holder of such Common Shares. In addition, in no circumstances shall Company Optionholders, Company RSU Holders, Company PSU Holders or Company Warrantholders be entitled to exercise Dissent Rights in respect of any Company Options, Company RSUs, Company PSUs or Company Warrants, respectively.

5. DELIVERY OF CONSIDERATION

(a) Deposit.
(i) At or prior to the Effective Time, the Purchaser shall deposit or cause to be deposited with the Depositary, for the benefit of the Former Company Shareholders cash in an amount equal to the aggregate Share Consideration payable to Former Company Shareholders pursuant to Section 3 hereof.
(ii) At or prior to the Effective Time, the Company shall deposit or cause to be deposited with the Depositary, for the benefit of the Former Company Warrantholders cash in an amount equal to the aggregate Warrant Consideration payable to Former Company Warrantholders pursuant to Section 3 hereof.
(iii) On the Effective Date, the Company shall pay the amounts, net of applicable withholdings and other source deductions, to be paid to Company Optionholders pursuant to Section 3(a)(i)(1) hereof, either (i) pursuant to the normal payroll practices and procedures of the Company; or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company is not practicable for any such holder, by bank draft or certified cheque (delivered to such holder of Company Options, as applicable, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options).
(iv) On the Effective Date, the Company shall pay the amounts, net of applicable withholdings and other source deductions, to be paid to Company RSU Holders pursuant to Section 3(a)(ii)(1) hereof either (i) pursuant to the normal payroll practices and procedures of the Company; or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company is not practicable for any such holder, by bank draft or certified cheque (delivered to such holder of Company RSUs, as applicable, as reflected on the register maintained by or on behalf of the Company in respect of the Company RSUs).
(v) On the Effective Date, the Company shall pay the amounts, net of applicable withholdings and other source deductions, to be paid to Company PSU Holders pursuant to Section 3(a)(iii)(1) hereof either (i) pursuant to the normal payroll practices and procedures of the Company; or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company is not practicable for any such holder, by bank draft or certified cheque (delivered to such holder of Company PSUs, as applicable, as reflected on the register maintained by or on behalf of the Company in respect of the Company PSUs).

A-11

(b) Letter of Transmittal. The Depositary will forward to each Voting Company Securityholder, at the address of such Voting Company Securityholder as it appears on the register for Common Shares or Company Warrants, as applicable, a Letter of Transmittal and instructions for obtaining delivery of the Cash Consideration and/or Warrant Consideration.
(c) Entitlement to Consideration.
(i) The Purchaser and the Company shall cause the Depositary, as soon as practicable following the later of the Effective Date and the date of deposit with the Depositary of a duly completed Letter of Transmittal and the certificates representing the Common Shares and/or Company Warrants or other documentation as provided in the Letter of Transmittal, to:
- (1) forward or cause to be forwarded by first class mail (postage prepaid) to the Former Company Shareholders and Former Company Warrantholders at the address specified in the Letter of Transmittal;
- (2) if requested by the Former Company Shareholders or Former Company Warrantholders in the Letter of Transmittal, make available at the Depositary for pick-up by the Former Company Shareholders or Former Company Warrantholders, as applicable; or
- (3) if the Letter of Transmittal neither specifies an address nor contains a request as described in (2) above, forward or cause to be forwarded by first class mail (postage prepaid) to the Former Company Shareholders or Former Company Warrantholders at the address of such Former Company Shareholders or Former Company Warrantholders, as applicable, as shown on the share register or warrant register maintained by the Company as at the Effective Time,

a cheque representing the cash payment payable to such Former Company Shareholders or Former Company Warrantholders.

(ii) No Former Company Shareholder shall be entitled to receive any consideration with respect to the Common Shares other than the cash payment, which they are entitled to receive in accordance with this Plan of Arrangement and, for certainty, no Former Company Shareholder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.
(iii) No Former Company Warrantholder shall be entitled to receive any consideration with respect to the Company Warrants other than the cash payment, which they are entitled to receive in accordance with this Plan of Arrangement and, for certainty, no Former Company Warrantholder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.
(iv) After the Effective Time and until surrendered as contemplated by Section 5(c)(i) hereof, each certificate that immediately prior to the Effective Time represented one or more Common Shares or one or more Company Warrants shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration respectively, to which the holder of such certificate is entitled to receive in accordance with Section 5(c)(i) hereof. After the Effective Time, certificates or agreements formerly representing Company Options, Company Warrants, Company RSUs and Company PSUs prior to the Effective Time shall cease to represent such securities and shall represent only the right to receive the amount specified in Section 3 hereof, as applicable, in accordance with the terms

A-12

of the Arrangement.

(d) Other Company Securities. At the Effective Time, each and every certificate, document, agreement or other instrument, if any, formerly representing any and all other Company Securities that represents or may be exercised for, or converted into, shares or other securities of the Company shall be and shall be deemed to be cancelled, void and of no further force and effect without any further authorization, act or formality.
(e) Lost Certificates. In the event that any certificate which immediately prior to the Effective Time represented one or more Common Shares or Company Warrants which were exchanged for Cash Consideration or Warrant Consideration, respectively, in accordance with Sections 3 and 5 hereof shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the Cash Consideration or Warrant Consideration which such Company Shareholder or Company Warrantholder, respectively, is entitled to receive in accordance with Sections 3 and 5 hereof. When authorizing such delivery of certificates or cash which such Company Shareholder or Company Warrantholder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the Company Shareholder or Company Warrantholder to whom cash is to be delivered shall, as a condition precedent to the delivery of such consideration, give a bond satisfactory to the Guarantor, the Purchaser, the Company and the Depositary in such amount as the Guarantor, the Purchaser, the Company and the Depositary may direct, or otherwise indemnify the Guarantor, the Purchaser, the Company and the Depositary in a manner satisfactory to the Guarantor, the Purchaser, the Company and the Depositary, against any claim that may be made against the Guarantor, the Purchaser, the Company or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the by-laws of the Guarantor, the Purchaser, and the Company, as the case may be.
(f) Termination of Rights. Any certificate formerly representing Common Shares that is not deposited, with all other documents as provided in this Section 5 on or before the sixth anniversary of the Effective Date, shall cease to represent any claim or interest of any kind or nature against the Guarantor, the Purchaser, the Company or the Depositary.
(g) Withholding Rights. The Guarantor, the Purchaser, the Company and the Depositary shall be entitled to deduct and withhold from any consideration payable to any Company Securityholder pursuant to Section 3 hereof and from all dividends or other distributions otherwise payable to any Company Securityholder such amounts as the Guarantor, the Purchaser, the Company or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the Code or any provision of any applicable federal, provincial, or foreign tax law, including the tax laws of Argentina, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Company Securityholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

6. AMENDMENT

(a) Amendment.
(i) The Guarantor, the Purchaser and the Company reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that any amendment, modification or supplement must be approved by the Purchaser and the Company in a written document which is filed with the Court and, if made following the Company

A-13

Meeting, then approved by the Court, and communicated to the Company Securityholders, in the manner required by the Court (if so required).

(ii) Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by the Company and the Purchaser, may be made at any time prior to or at the Company Meeting, with or without any other prior notice or communication and, if so proposed and accepted by Persons voting at the Company Meeting (other than as may be required under the Interim Order) shall become part of this Plan of Arrangement for all purposes.
(iii) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will be effective only if it is consented to by the Company and the Purchaser and, if required by the Court, by the Company Securityholders.
(iv) Notwithstanding the foregoing provisions of this Section 6, no amendment, modification or supplement of this Plan of Arrangement may be made prior to the Effective Time except in accordance with the terms of the Arrangement Agreement.

7. Further Assurances

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

B-1

SCHEDULE B

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the “ Arrangement ”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “ BCBCA ”) involving Millennial Lithium Corp. (the “ Company ”), pursuant to the arrangement agreement among the Company, Ganfeng Lithium Co., Ltd. and 1314992 B.C. Ltd. dated July 16, 2021, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “ Arrangement Agreement ”), as more particularly described and set forth in the management information circular of the Company dated [  ] (the “ Circular ”) and all transactions contemplated thereby, are hereby authorized, approved and adopted.
The plan of arrangement of the Company, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the “ Plan of Arrangement ”), the full text of which is set out in Appendix [  ] to the Circular, is hereby authorized approved and adopted.
The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved.
The Company is authorized and directed to apply for a final order from the British Columbia Supreme Court (the “ Court ”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the holders of common shares of the Company (the “ Company Shareholders ”) and the holders of common share purchase warrants of the Company (the “ Company Warrantholders ”) or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered, without further notice to or approval of the Company Shareholders or Company Warrantholders: (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.
Any one director or officer of the Company be and is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement.
Any one or more directors or officers of the Company is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, whether under corporate seal of the Company or not, all such agreements, forms waivers, notices, certificate, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving full force and effect to the foregoing resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of the Company, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

B-2

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

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

C-1

SCHEDULE C

COMPANY REPRESENTATIONS AND WARRANTIES

Organization and Qualification. The Company and the Subsidiaries is a corporation or other entity duly incorporated, formed or organized, as applicable, validly existing and, except as disclosed in Schedule 3.1(1) of the Company Disclosure Letter, in good standing (or equivalent) under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. The Company and the Subsidiaries are each duly qualified, registered, licensed or otherwise authorized to carry on business and, except as disclosed in Schedule 3.1(1) of the Company Disclosure Letter, are in good standing in each jurisdiction in which the character of its assets and properties, whether owned, leased, licensed or otherwise held, or the nature of its activities make such qualification, registration, licensing or other authorization necessary, and has all Authorizations required to own, lease and operate its properties and assets and to conduct its business as now owned and conducted, except as to the extent that any failure of the Company or the Subsidiaries to be so qualified, registered, licenced or authorized or to possess such Authorizations could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company.
Corporate Authorization. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Company of its obligations under this Agreement and the completion of the Arrangement and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the completion of the Arrangement and the other transactions contemplated hereby and thereby other than approval by the Voting Company Securityholders in the manner required by the Interim Order and Law and approval by the Court.
Execution and Binding Obligation. This Agreement has been executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Applicable Law relating to or affecting creditors’ rights generally, to general principles of equity and to the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
Board Recommendation. The Board has: (i) unanimously approved the Arrangement and the other transactions contemplated herein and authorized the entering into of this Agreement, the execution thereof, and the performance of its provisions by the Company; (ii) determined, based in part on the Fairness Opinion, that the Arrangement is fair to the Company Shareholders (other than the Purchaser) and that the Arrangement is in the best interests of the Company; and (iii) recommended that the Voting Company Securityholders vote in favour of the Arrangement Resolution.
Opinion of Financial Advisor. The Board has received the Fairness Opinion and such Fairness Opinion has not been withdrawn or modified as of the date of this Agreement.

C-2

Governmental Authorization. The execution, delivery and performance by the Company of its obligations under this Agreement and the completion of the Arrangement and the other transactions contemplated hereby and thereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Company or by its Subsidiaries other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order; (iii) any filings or approvals required with the TSXV, and under the BCBCA or Canadian Securities Laws; and (iv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity contemplated in Section 4.5, or which, if not obtained, either individually or in the aggregate would not, and either individually or in the aggregate, could not reasonably be expected to, have a Material Adverse Effect on the Company or a material impact on the ability of the Company to complete the Arrangement and other transactions contemplated herein.
Non-Contravention. Other than as disclosed in Schedule 3.1(7) of the Company Disclosure Letter, the execution and delivery of this Agreement and the Completion of the Arrangement and the other transactions contemplated herein do not and will not:
(a) contravene, conflict with, or result in any violation or breach of the Company’s Constating Documents or the organizational documents of the Subsidiaries;
(b) assuming compliance with the matters referred to in Paragraph 6 above, contravene, conflict with or result in a violation or breach of any Law applicable to the Company or the Subsidiaries, or any of their respective properties or assets;
(c) except under the agreements as disclosed in Schedule 3.1(7)(c) of the Company Disclosure Letter, allow any Person to exercise any rights, require any consent or notice under or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or the Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Material Contract or any material Authorization to which the Company or the Subsidiaries is a party or by which the Company or the Subsidiaries is bound; or
(d) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or the Subsidiaries.
Restrictions. There are no agreements, covenants, undertakings or other commitments of or on behalf of the Company or its Subsidiaries under which the completion of the Arrangement or other transactions contemplated herein would: (i) have the effect of imposing restrictions or obligations on the Company or any its Subsidiaries; (ii) give a third party a right to terminate any permit or agreement with respect to the Pastos Grandes Project; or (iii) impose restrictions on the ability of the Company or its Subsidiaries to pay any dividends or make other distributions to its shareholders.
Licenses and Authorizations. Each of the Company and its Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which its business is presently carried on, including without limitation, in respect of the Subsidiaries, the applicable Law of Argentina, and each of the Company and its Subsidiaries

C-3

holds all necessary licences, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, to enable its business to be carried on as presently conducted and its property and assets to be owned, leased and operated, and the same are validly existing and in good standing and none of the same contain or is subject to any term, provision, condition or limitation which has or may have a Material Adverse Effect or which may adversely change or terminate such licence, permit, approval, consent, certification, registration or authorization by virtue of the completion of the transactions contemplated hereby.

Subsidiaries.
(a) The following information with respect to the Subsidiaries is accurately set out in Schedule 3.1(10)(a) of the Company Disclosure Letter: (i) its name; (ii) its issued and authorized capital; (iii) the percentage of equity owned directly or indirectly by the Company; (iv) the name of and the percentage owned by registered holders of capital stock or other equity interests; and (v) its jurisdiction of incorporation, organization, formation, or governance.
(b) Except as disclosed in Schedule 3.1(10)(b) of the Company Disclosure Letter, the Company is, directly or indirectly, the registered and beneficial owner of all of the outstanding common shares or other equity interests in the Subsidiaries, free and clear of all Liens, all such shares or other equity interests so owned by the Company have been validly issued and are fully paid and non-assessable, as the case may be, and no such shares or other equity interests: (i) have been issued in violation of any Law or any preemptive or similar rights; or (ii) are subject to pre-emptive rights, rights of first refusal or similar rights created by statute, the Subsidiaries’ organizational documents or any agreement binding upon the Company or the Subsidiaries. Except for the shares or other equity interests owned by the Company or the Subsidiaries, directly or indirectly, neither the Company nor the Subsidiaries is the registered or beneficial owner of any equity interest of any kind in, voting debt of, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other Person.
(c) The Subsidiaries is the only subsidiary of the Company that is material (based on the requirements for disclosure of Subsidiaries in an Annual Information Form set out in National Instrument 51-102 – Continuous Disclosure Obligations ).
Capitalization . The authorized capital of the Company consists of an unlimited number of Common Shares without par value. As of the date of this Agreement:
(a) 97,811,400 Common Shares are issued and outstanding as validly issued and fully paid and non-assessable common shares in the capital of the Company and the Company has no other shares of any kind issued and outstanding;
(b) Company Options entitling the Company Optionholders to acquire an aggregate of 9,779,000 Common Shares are issued and outstanding;
(c) Company RSUs entitling the Company RSU Holders to acquire an aggregate of 2,000,000 Common Shares are issued and outstanding;

C-4

(d) Company PSUs entitling the Company PSU Holders to acquire an aggregate of 2,000,000 Common Shares; and
(e) Company Warrants entitling the Company Warrantholders to acquire an aggregate of 4,312,500 Common Shares are issued and are outstanding.

Schedule 3.1(11) of the Company Disclosure Letter sets out with respect to the Company Options, Company RSUs and Company Warrants, the holders thereof, the exercise prices, the dates they vested or will vest (if applicable) and the expiry dates, as applicable. No securities issued by the Company from the date of its incorporation to the date hereof have been issued in violation of any pre-emptive rights or similar privileges.

Except for the Company Options, the Company RSUs and the Company Warrants and the agreements related thereto as disclosed in the Company Disclosure Letter, there are no issued and outstanding Company Convertible Securities and no agreements, options, rights, warrants, rights of conversion or pre-emption or other rights pursuant to which the Company or its Subsidiaries is or may become obligated:

(i) to issue any securities of the Company or its Subsidiaries, or securities exercisable, convertible or exchangeable, directly or indirectly, into any securities of the Company or its Subsidiaries;
(ii) to create any additional class of securities of the Company or its Subsidiaries; or
(iii) to sell, transfer, assign, pledge, mortgage or in any way dispose of or encumber any securities of the Company or its Subsidiaries in favour of any Person.

All outstanding securities of the Company (including the Common Shares, Company RSUs, the Company PSUs, the Company Warrants, and the Company Options) have been issued in compliance, in all material respects, with all Canadian Securities Laws and other applicable securities laws and all securities of the Company to be issued upon exercise of any Company Convertible Securities will be issued in compliance with all Canadian Securities Laws and other applicable securities laws.

There are no issued, outstanding or authorized notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Common Shares on any matter except as required by Law.

Shareholders’ and Similar Agreements. There are no shareholders’ agreements to which the Company or its Subsidiaries is a party and, to the knowledge of the Company, no pooling agreement, voting trust agreement or similar agreement is in force or effect that in any manner affects the ownership or voting of or control or direction over any of the securities of the Company or its Subsidiaries other than the Support and Voting Agreements.
Bankruptcy or Insolvency Proceedings. Neither the Company nor the Subsidiaries has made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof nor has any petition for a receiving order been presented in respect of it. Neither the Company nor the Subsidiaries has initiated any Legal Proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution and, to the

C-5

knowledge of the Company, no such Legal Proceedings have been threatened by any other Person. No receiver has been appointed in respect of the Company or the Subsidiaries or any of their respective property or assets and no execution or distress has been levied upon any of their respective property or assets and, to the knowledge of the Company, no such Legal Proceedings have been threatened by any other Person.

14. Securities Law Matters.

(a) The Company is a “reporting issuer” or the equivalent under Canadian Securities Laws in each of the Jurisdictions and is not noted in default of any such Canadian Securities Laws. The Common Shares are listed and posted for trading on the TSXV and the Company is in material compliance with all the rules and policies of the TSXV;
(b) As at the date hereof, the Company has not taken any action to cease to be a reporting issuer in any of the Jurisdictions nor has the Company received notification from any Governmental Entity or Securities Authority to revoke the reporting issuer status of the Company, and no delisting, suspension of trading or cease trade or other restriction in respect of any securities of the Company is pending or, to the knowledge of the Company, contemplated or threatened (other than any delisting of the Common Shares following completion of the Arrangement); and
(c) Since January 1, 2020, the Company has filed all material documents and information required to be filed by it under Canadian Securities Laws. The Company Filings do 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 and at the time they were made, not misleading, in each case as of the date of such Company Filings. All of the Company Filings, as of their respective dates (and as of the dates of any amendments thereto), complied as to both form and content in all material respects with the requirements of Canadian Securities Laws. The Company has not filed any confidential material change report with any securities regulatory authority that at the date hereof remains confidential. There is no material fact concerning the Company required to be disclosed under Canadian Securities Laws which has not been disclosed in the Company Filings filed on or before the date hereof, and (other than relating to the matters contemplated in this Agreement) the Company is not in possession of undisclosed material facts.
Auditors. The auditors of the Company who audited the Company’s financial statements for the fiscal years ended February 28, 2021 and February 29, 2020 and who provided their audit report thereon are independent public accountants in accordance with the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia. There has not been any “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators, as amended) with the present or, to the Company’s knowledge, former auditors of the Company.
Absence of Certain Changes. Since February 28, 2021, other than in respect of the transactions contemplated in this Agreement and other than as disclosed in the Company Filings:
(a) no Material Adverse Effect has occurred with respect to the Company;

C-6

(b) there has not occurred any change, event, occurrence, effect or circumstance that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect in respect of the Company;
(c) the Company and its Subsidiaries have carried on their respective businesses in the Ordinary Course and there has been no transaction entered into by the Company or the Subsidiaries which is material to the Company and the Subsidiaries, taken as a whole, other than in the Ordinary Course of business and as contemplated hereunder;
(d) there has been no material change in the capital or long term debt of the Company and the Subsidiaries, taken as a whole;
(e) other than as disclosed in the Company Disclosure Letter, there has not been any acquisition or sale by the Company of any interest in its Subsidiaries or any material property or assets;
(f) there has not been any incurrence, assumption or guarantee by the Company or its Subsidiaries of any debt for borrowed money, any creation or assumption by the Company or its Subsidiaries of any Lien, or any making by the Company or its Subsidiaries of any loan, advance or capital contribution to or investment in any other Person, except as disclosed in the Company Disclosure Letter;
(g) the Company has not effected any material change in its accounting methods, principles or practices;
(h) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Common Shares;
(i) other than as disclosed in the Company Disclosure Letter, there has not been any material increase in or modification of the compensation payable to or to become payable by the Company or its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of Company Options pursuant to the Company Stock Option Plan, Company RSUs pursuant to the Company RSU Plan and Company PSUs pursuant to the PSU Plan) to, for or with any of such directors, officers, employees or consultants; and
(j) neither the Company nor its Subsidiaries has adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other Benefit Plans.
Absence of Undisclosed Liabilities. There are no material liabilities or obligations of the Company or of the Subsidiaries of any type whatsoever, whether accrued, contingent or absolute, other than liabilities or obligations: (a) reflected or reserved against the audited consolidated financial statements of the Company for the year ended February 28, 2021, 2020 (including any notes or schedules thereto and related management’s discussions and analysis); (b) that have not had, and would not reasonably be expected to have, a Material Adverse Effect in respect of

C-7

the Company; (c) incurred in connection with this Agreement; or (d) otherwise set out in Schedule 3.1(17) of the Company Disclosure Letter.

Long-Term and Derivative Transactions. Neither the Company nor its Subsidiaries has any material obligations or liabilities, direct or indirect, vested or contingent in respect of any rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions or currency options or production sales transactions having terms greater than 90 days or any other similar transactions (including any option with respect to any of such transactions) or any combination of such transactions.
Related Party Transactions . Except as set out in Schedule 3.1(19) of the Company Disclosure Letter, neither the Company nor its Subsidiaries is indebted to any director, officer, employee or agent of, or independent contractor to, the Company, its Subsidiaries or any of their respective Affiliates (except for amounts due in the Ordinary Course as salaries, bonuses, director’s fees, under Employee Plans or amounts owing under any contracting agreement with any such independent contractor or the reimbursement of Ordinary Course expenses). Other than as set out in Schedule 3.1(19) of the Company Disclosure Letter, to the knowledge of the Company, there are no Contracts (other than employment arrangements or independent contractor arrangements) between the Company or its Subsidiaries, on the one hand, and any shareholder, officer or director of the Company, any of its Subsidiaries or any of its Affiliates.
Material Contracts .
(a) Schedule 3.1(20)(a) of the Company Disclosure Letter sets out a complete and accurate list of all Material Contracts as of the date of this Agreement.
(b) True and complete copies of the Material Contracts have been disclosed in the Data Room and, except as disclosed in Schedule 3.1(20)(b) of the Company Disclosure Letter, no such Contract has been rescinded, terminated or materially modified outside of the Ordinary Course; provided that, where a Material Contract includes competitively or commercially sensitive information, the Company may disclose in the Data Room a redacted version of the Material Contract that removes the competitively or commercially sensitive information and also provide a complete, non-redacted version of the Material Contract to the Purchaser’s external legal counsel on an external legal counsel only basis but only if the provision of such version to the Purchaser’s external legal counsel would not violate any applicable Law or confidentiality or non-disclosure obligation pursuant to a Contract of the Company or the Subsidiaries.
(c) To the knowledge of the Company, each Material Contract is a legal, valid, and binding obligation of the Company or the Subsidiaries of the Company, as applicable, and in full force and effect and is enforceable by the Company or the Subsidiaries of the Company, as applicable, in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and to general principles of equity).
(d) Except as disclosed in Schedule 3.1(20)(d) of the Company Disclosure Letter, the Company and the Subsidiaries has performed in all material respects all respective

C-8

obligations required to be performed by them to date under the Material Contracts and neither the Company nor the Subsidiaries is in material breach or default under any Material Contract, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default by the Company or the Subsidiaries.

(e) Except as disclosed in Schedule 3.1(20)(e) of the Company Disclosure Letter, neither the Company nor the Subsidiaries knows of, or has received any notice (whether written or oral) of, any material breach or default under nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a material breach or default under any such Material Contract by any other party to a Material Contract.
(f) Except as disclosed in Schedule 3.1(20)(f) of the Company Disclosure Letter, neither the Company nor the Subsidiaries has received any notice (whether written or oral), that any party to a Material Contract intends to cancel, rescind, terminate or otherwise adversely modify or not renew its relationship with the Company or the Subsidiaries and, to the knowledge of the Company, no such action has been threatened.
Financial Statements. The Company’s financial statements:
(a) have been prepared in accordance with IFRS and applicable Law applied on a basis consistent with those of the preceding fiscal year;
(b) are in all material respects consistent with the books and records of the Company and its Subsidiaries; and
(c) present fairly, in all material respects, the operations, assets, liabilities, cash flows, transactions and financial condition of the Company and the Subsidiaries on a consolidated basis as at the dates and for the periods indicated in such financial statements.
Corporate Records. The financial books, records and accounts of the Company and the Subsidiaries, in all material respects:
(a) have been maintained in accordance with IFRS on a basis consistent with prior years;
(b) accurately and fairly reflect the material transactions and dispositions of the assets of the Company and its Subsidiaries; and
(c) accurately and fairly reflect the basis for their financial statements.
Taxes.
(a) Except as disclosed in Schedule 3.1(23)(a) of the Company Disclosure Letter, the Company and the Subsidiaries has duly and timely filed all material Tax Returns required to be filed by them prior to the date hereof and all such Tax Returns are complete and correct in all material respects.

C-9

(b) Except as disclosed in Schedule 3.1(23)(b) of the Company Disclosure Letter, the Company and the Subsidiaries has paid on a timely basis all material amounts of Taxes which are due and payable, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Company in accordance with IFRS.
(c) Except as disclosed in Schedule 3.1(23)(c) of the Company Disclosure Letter, no material deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted with respect to Taxes of the Company or the Subsidiaries, and neither the Company nor the Subsidiaries is a party to any material action or proceeding for assessment or collection of Taxes and no such event has been asserted or threatened in writing against the Company or the Subsidiaries, or any of their respective assets.
(d) No claim has been made by any Governmental Entity in a jurisdiction where the Company or the Subsidiaries does not file Tax Returns that the Company, or the Subsidiaries, is or may be subject to material Tax by that jurisdiction and neither the Company the Subsidiaries carries on business in a jurisdiction in which it does not file a Tax Return in respect of income.
(e) There are no Liens (other than Permitted Liens) with respect to Taxes upon any of the assets of the Company or the Subsidiaries.
(f) Except as disclosed in Schedule 3.1(23)(f) of the Company Disclosure Letter, each of the Company and the Subsidiaries has withheld, deducted or collected all material amounts required to be withheld, deducted or collected by it on account of Taxes, has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so, and complied in all material respects with all applicable Laws relating to reporting of such Taxes.
(g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any material claim for, or the period for the collection or assessment or reassessment of Taxes due from the Company or the Subsidiaries, for any taxable period and no request for any such waiver or extension is currently pending.
(h) Neither the Company nor the Subsidiaries is a party to or bound by (A) any agreement with a taxing authority or (B) any obligation under any Tax sharing, Tax allocation, Tax indemnity or similar agreement or arrangement (other than a customary commercial agreement not primarily related to Taxes), or (C) any agreement (other than a customary commercial agreement not primarily related to Taxes) under which the Company or the Subsidiaries could be (1) liable for any material Taxes or other claims of any party or (2) required to make payments with respect to any Tax benefits (whether actual Tax benefits or deemed Tax benefits) or Tax assets, including transaction tax benefits arising from a prior transaction.
(i) The Company and the Subsidiaries has complied in all material respects with the intercompany transfer pricing provisions of each applicable Law relating to Taxes, including the contemporaneous documentation and disclosure requirements thereunder.

C-10

(j) The Company and its subsidiaries are resident in the jurisdiction in which they are formed.
(k) None of the Company Subsidiaries are “taxable Canadian property” (as defined in the Income Tax Act) of any Company security holder.
Transfer Agent. Computershare Investor Services Inc. has been duly appointed as transfer agent and registrar for the Common Shares.
Broker Fees . Other than as set out in Schedule 3.1(25) of the Company Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement, based upon any arrangement made by or on behalf of the Company or the Subsidiaries, which would make the Company or the Subsidiaries liable for any fees or commissions.
Compliance with Laws. Except in connection with the matters as disclosed in Schedule 3.1(26) of the Company Disclosure Letter, the Company and the Subsidiaries are, and, to the knowledge of the Company, since January 1, 2019 have been, in compliance with all applicable Laws, and neither the Company nor the Subsidiaries are, to the knowledge of the Company, under any investigation with respect to, have been charged or to the knowledge of the Company threatened to be charged with, or have received notice of, any violation or potential violation of any Law or a disqualification by a Governmental Entity except, in each case, as would not reasonably be expected to have a Material Adverse Effect in respect of the Company.
Litigation.
(a) Except as set out in Schedule 3.1(27) of the Company Disclosure Letter, there are no pending or to the knowledge of the Company, threatened actions, suits, claims, proceedings or investigations, against or affecting the Company or the Subsidiaries or affecting any of their respective properties or assets, including the Pastos Grandes Project, before any Governmental Entity or before or by any Person or before any arbitrator of any kind which, individually or in the aggregate, would prevent or hinder the consummation of the Arrangement or other transactions contemplated herein or which, individually or in the aggregate, involve the possibility of any judgement or liability which would be reasonably expected to have a Material Adverse Effect on the Company.
(b) Except as set out in the Company Disclosure Letter, there are no pending, or to the knowledge of the Company, threatened, actions, suits, claims or proceedings, against or affecting the Company or the Subsidiaries, relating to the geographical areas relevant to the Pastos Grandes Project.
Environmental Matters. Except as set forth in Schedule 3.1(28) of the Company Disclosure Letter:
(a) the Company and the Subsidiaries are, and since January 1, 2019 have been, in compliance, in all material respects, with all Environmental Laws;
(b) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company, neither the Company nor the Subsidiaries has released, and, to the knowledge of the Company, no other Person has

C-11

released, any Hazardous Substances in violation of Environmental Laws on, at, in, under or from any real property currently owned or leased by the Company or the Subsidiaries or, to the knowledge of the Company, real property previously owned or leased by the Company or the Subsidiaries;

(c) there are no pending material claims or, to the knowledge of the Company, threatened claims, against the Company or the Subsidiaries, arising out of any Environmental Laws;
(d) the Company is not aware of, nor has it received: (i) any order or directive from a Governmental Entity which relates to environmental matters that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company; or (ii) any written regulatory demand or notice with respect to the material breach of any Environmental Law applicable to the Company or the Subsidiaries or the Company Assets;
(e) the Company and the Subsidiaries are in possession of, and in compliance with, all material Authorizations required by Environmental Laws to own, lease and operate the Company Assets and to conduct their respective businesses, as now conducted; and
(f) the Company has made available to the Purchaser copies of all material environmental reports relating to the currently and formerly owned and leased real property that are within the possession or control of the Company or the Subsidiaries.

Notwithstanding any provision in this Agreement to the contrary, this Paragraph 26 of Schedule C contains the exclusive representations and warranties in respect of Environmental Laws, Hazardous Substances or any other environmental matters or conditions, liabilities or losses relating to Environmental Laws, Hazardous Substances or any other environmental matters.

Interest in Properties and Mineral Rights. Section 3.1(29) of the Company Disclosure Letter sets forth an accurate description of all of the real properties owned by the Company or the Subsidiaries (collectively, the “ Company Property ”) and all material mineral interests and rights (including any mineral claims, mining claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Laws or otherwise) of the Company and the Subsidiaries (collectively, the “ Company Mineral Rights ”). Except as disclosed in Schedule 3.1(29) of the Company Disclosure Letter:
(a) Other than the Company Property and the Company Mineral Rights set out in the Company Disclosure Letter, neither the Company nor the Subsidiaries owns or has any interest in any material real property or any material mineral interests and rights.
(b) The Company or the Subsidiaries, as applicable, is the sole legal registered and recorded owner and beneficial owner, or the licensee or lessee, of all right, title and interest in and to the Company Property and the Company Mineral Rights, free and clear of any Liens, other than the Permitted Liens, with good and marketable title thereto.
(c) All of the Company Mineral Rights have been duly, validly and timely registered, located and recorded and otherwise granted in compliance with applicable Law and are comprised of valid and subsisting Company Mineral Rights.

C-12

(d) The Company Mineral Rights are valid and in good standing under applicable Law and, to the knowledge of the Company, all work required to be performed and filed in respect of the Company Property and the Company Mineral Rights has been performed and filed, all Taxes, rentals, fees, expenditures and other payments required to be made in respect thereof have been paid or incurred and all filings in respect thereof have been made. As of the date hereof, there are no outstanding debts in relation to the Company Mineral Rights.
(e) All material reports and other documentation required by applicable Law to be filed by any of the Company or the Subsidiaries in connection with the Company Property and the Company Mineral Rights have been duly and timely filed, in all material respects, and contained all required material information at such time.
(f) There is no material adverse claim against or challenge to the title to or ownership of the Company Property or any of the Company Mineral Rights.
(g) The Company or the Subsidiaries has the exclusive right to deal with the Company Property and the Company Mineral Rights.
(h) Other than Taxes and interests of Governmental Entities, no Person other than the Company and the Subsidiaries has any interest in the Company Property or any of the Company Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(i) There are no back-in rights, earn-in rights, purchase options, rights of first refusal or similar provisions or rights which would affect the interest of the Company or the Subsidiaries in the Company Property or any of the Company Mineral Rights.
(j) There are no material restrictions on the ability of the Company or the Subsidiaries to use, transfer or exploit the Company Property or any of the Company Mineral Rights, except pursuant to applicable Law.
(k) Neither the Company nor the Subsidiaries has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Company or the Subsidiaries in any of the Company Property or any of the Company Mineral Rights.
(l) No Company Property or Company Mineral Rights are subject to any expropriation proceeding by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of the Company, is there any intent or proposal to give any such notice or to commence any such proceeding.
(m) The Company and the Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences operations from landowners or Governmental Entities permitting the use of land by the Company and the Subsidiaries, and other interests that are required to exploit the Company Mineral Rights based on current operations and, to the knowledge of the Company, no third party or group holds any such rights that would be required by the Company to develop the Company Property or any of the Company Mineral Rights.

C-13

(n) To the knowledge of the Company, all agreements required to be entered into or secured in respect of the Company Property or as required by the Company Mineral Rights have been duly, validly and timely entered into or secured by the Company or the Subsidiaries, including but not limited to all required agreements with the real property owners and persons who have lawful possession of the real property.
(o) All mines located in or on the Company Property, or lands pooled or unitized or otherwise used in connection therewith, which have been abandoned by the Company or the Subsidiaries have been abandoned in all material respects in accordance with good mining practices and in compliance in all material respects with all applicable Laws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Filings without omission of information necessary to make the disclosure not misleading.
Mineral Reserves and Resources. The proven and probable mineral reserves and mineral resources for the Pastos Grandes Project, as set forth in the Company Filings, were prepared in all material respects in accordance with sound mining, engineering, geosciences and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves, estimated mineral resources or mineralized material of the Company or Subsidiaries, or any of their material joint ventures, taken as a whole, from the amounts most recently set forth in the Company Filings.
No Expropriation. No property or asset of the Company or Subsidiaries has been taken or expropriated by any Governmental Entity nor, to the knowledge of the Company, has any Governmental Entity given notice of or commenced any proceeding to take or expropriate any such property or asset, since January 1, 2018.
NI 43-101 Technical Reports. Since January 1, 2018, the Company has duly and timely filed all technical reports required by NI 43-101 to be filed with the Securities Authorities and all such technical reports have been prepared and disclosed in accordance with the requirements of, and in compliance with, NI 43-101, including Form 43-101 F1. There has been no change of which the Company is or should be aware that would disaffirm, misrepresent or change any material aspect of the Technical Report or that would require the filing by the Company of a new technical report under NI 43-101 and applicable Securities Laws. All of the material assumptions contained in the Technical Report are reasonable and appropriate. The Technical Report was prepared by, or under the supervision of, a qualified person within the meaning of NI 43 -101.
Work Programs. Except as provided for in the Approved Budget, the Company has not entered into any joint venture or work program or made any other commitment or undertaking of any nature for the Company.
Operational Matters. Other than as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company:
(a) any and all operations of the Company and its Subsidiaries and, to the knowledge of the Company, any and all operations by third parties, on or in respect of the Company Property, have been conducted in compliance with reasonable and prudent international mining industry practices and applicable Laws;

C-14

(b) with respect to the Pastos Grandes Project, the expenditures set forth in the Approved Budget are sufficient to enable the Company and its Subsidiaries to remain in good standing with respect to all applicable Laws, Authorizations, obligations and commitments until February 28, 2022; and
(c) except as provided for in the Approved Budget, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms neither the Company nor any of its Subsidiaries is under any obligation to incur further expenditures under any Material Contract, Law or Authorization.
Title and Rights re: Other Assets. The Company and its Subsidiaries have good and valid title to all material properties and assets (in addition to the Company Property and Company Mineral Rights) reflected in the Company’s audited consolidated financial statements as at and for the fiscal year ended February 28, 2021, or as described in the revised annual information form for the year ended February 29, 2020 filed on January 21, 2021 of the Company or valid leasehold or licence interests in all material properties and assets not reflected in such financial statements but used by the Company or Subsidiaries, free and clear of all material Liens, other than the Permitted Liens, and, there are no back-in rights, earn-in rights, purchase options, rights to first refusal or similar provisions or rights which would affect the interest of the Company or its Subsidiaries in any of the foregoing material properties and assets. No Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Company or its Subsidiaries of any of the material assets of the Company or its Subsidiaries other than with the Company or as described or contemplated in this Agreement.
Exploration Information. The Company has provided the Purchaser with access to full and complete copies of all exploration information and data relating to the Company Property (to the extent such information and data is material) requested by the Purchaser, and which is owned by, or within the possession or control of, the Company or its Subsidiaries, including, without limitation and in each case to the extent material, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Company Mineral Rights or the Company Property which are owned by, or within the possession or control of, the Company, or its Subsidiaries and, to the knowledge of the Company and the Company has the right to use all such information, data reports and studies.
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company considers to be appropriate in light of the business in which they engage, the stage of its development and standard industry practices, and the Company and the Subsidiaries have no reason to believe that they will not be able to renew their existing insurance coverage as and when such coverage expires or obtain similar coverage from similar insurers as may be necessary to continue their business at a similar cost to that of their existing coverage;

38. Employee Matters.

(a) All written employment agreements of senior management of the Company and the Subsidiaries have been made available in the Data Room and such agreements are listed in Schedule 3.1(38)(a) of the Company Disclosure Letter.

C-15

(b) Schedule 3.1(38)(b) of the Company Disclosure Letter identifies with reference to one or more documents in the Data Room a complete list of the following information in respect of the Company Employees:
(i) Employee number;
(ii) Whether they are employed by the Company or the Subsidiaries;
(iii) Position/title, classification or job band;
(iv) Employment status (e.g. full-time, part-time, temporary, casual, seasonal, co-op student, non-union, unionized (and if unionized, the specific Collective Agreement which governs their employment));
(v) Total annual remuneration, including a breakdown of hourly rate of pay or salary and applicable Employee Plans;
(vi) Regular or standard hours of work per day and per week;
(vii) Annual vacation entitlement and number of vacation days accrued and unused; and
(viii) Original hire date or, for unionized employees, seniority date.
(c) The Company and the Subsidiaries are in material compliance with all terms and conditions of all Laws respecting employment, including pay equity, employment equity, employment standards, labour, human rights, privacy, workers’ compensation and occupational health and safety, and, except as disclosed in Schedule 3.1(38)(c) of the Company Disclosure Letter, there are no material pending or outstanding contractual, statutory, civil law and/or common law claims, demands, actions, applications, complaints, investigations, proceedings or orders under any such Law and to the knowledge of the Company there is no basis for such claims except as disclosed in Schedule 3.1(38)(c) of the Company Disclosure Letter.
(d) All amounts due or accrued for all salary, wages, bonuses, commissions and benefits under Employee Plans, taxes, deductions and remittances and/or other similar accruals have either been paid or properly accrued and are accurately reflected in the books and/or records of the Company or the Subsidiaries.
(e) Except as disclosed in Schedule 3.1(38)(e) of the Company Disclosure Letter, neither the execution and delivery of this Agreement, shareholder or other approval of this Agreement nor the consummation of the transactions contemplated by this Agreement could, either alone or in combination with another event, (i) entitle any employee, director, officer or independent contractor of the Company or the Subsidiaries to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company or the Subsidiaries to transfer or set aside any assets to fund any material benefits under any Employee Plan, (iv) otherwise give rise to any material liability under any Employee Plan, (v) limit or restrict the right to merge, materially amend, terminate or transfer the assets of

C-16

any Employee Plan on or following the Effective Time, (vi) require a “gross-up,” indemnification for, or payment to any individual for any taxes imposed under Section 409A or Section 4999 of the Internal Revenue Code of 1986, as amended or any other tax, or (vii) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code.

(f) Except as disclosed in Schedule 3.1(38)(f) of the Company Disclosure Letter, to the knowledge of the Company, neither the Company nor the Subsidiaries is subject to any material claim for wrongful dismissal, constructive dismissal or any other material claim, complaint or litigation relating to employment, discrimination or termination of employment of any current or former Company Employee or relating to any failure to hire a candidate for employment.
(g) The Company and the Subsidiaries are each properly registered with the applicable workplace safety and insurance board or workers’ compensation board, as applicable. To the knowledge of the Company, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation or plan.
(h) There are no material charges pending with respect to the Company or the Subsidiaries under applicable occupational health and safety legislation (“ OHSL ”). To the knowledge of the Company, the Company and the Subsidiaries have each complied in all material respects with the material terms and conditions of OHSL, as well as any orders issued under OHSL and there are no appeals of any material orders under OHSL currently outstanding.
Employee Plans.
(a) Schedule 3.9(39)(a) of the Company Disclosure Letter lists all material Employee Plans. The Company has disclosed true, correct and complete copies of all such Employee Plans as amended, together with all related material documentation in respect of each Employee Plan, including funding, trust and investment management agreements, insurance contracts, service agreements, award agreements, summary plan descriptions, consultants’ reports, actuarial reports, valuations, annual information returns, financial statements and asset statements and material correspondence with any Governmental Entity, for each of the last three years; and
(b) Except as disclosed in Schedule 3.9(39)(b) of the Company Disclosure Letter and except as required by Law, no Employee Plan provides for retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person, and none of the Company or its Subsidiaries has any obligation to provide such benefits.
Intellectual Property. The Company and the Subsidiaries own or possess the right to use all material patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and rights necessary for the conduct of their respective businesses, and, to the knowledge of the Company, no claim to the contrary or any challenge by any other Person to the rights of the Company or the Subsidiaries with respect to the foregoing. The Company’s business, including that of the Subsidiaries, as now conducted

C-17

does not infringe or conflict with patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other intellectual property or franchise right of any Person. No claim has been made against the Company or the Subsidiaries alleging the infringement by the Company or the Subsidiaries of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any Person.

No Collateral Benefits . Except as disclosed in Schedule 3.1(41) of the Company Disclosure Letter, to the knowledge of the Company, no “related party” of the Company (as such term is defined in MI 61-101) will receive a “collateral benefit” (as such term is defined in MI 61-101) as a consequence of the Arrangement and the other transactions contemplated by this Agreement.
Sufficient Funds. The Company has sufficient funds available to pay (i) such consideration as is applicable in respect of the Company Options, Company PSUs, Company RSUs and Company Warrants, and (ii) the Termination Amount, if and as applicable.
Ownership of Purchaser Shares. As of the date hereof neither the Company nor its Subsidiaries, whether alone or together with any person under common control with the Company or its Subsidiaries or a person acting jointly or in concert with any of them, directly or indirectly, beneficially own or exercise control or direction over any securities of the Purchaser nor do they have any options, rights or entitlements to acquire any securities of the Purchaser.
Board Approval. The Board after consultation with the financial and legal advisors, has unanimously: (i) determined that the Consideration to be received by the Company Shareholders pursuant to the Arrangement is fair to such holders and that the Arrangement is in the best interests of the Company; (ii) resolved to unanimously recommend that the Voting Company Securityholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations.
Anti-Bribery and Corruption. The Company and its Subsidiaries have operated and are currently operating in full compliance with all applicable Laws (including all applicable anti-bribery and corruption Laws), other than non-compliance or violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company or its Subsidiaries.
Competition Act . The aggregate value of the assets in Canada of the Company and its Subsidiaries do not exceed $120 million and the annual gross revenue from sales in, from or into Canada do not exceed $5 million, in each case as determined in accordance with the Competition Act and the Notifiable Transactions Regulations promulgated thereunder.

D-1

SCHEDULE D

PURCHASER AND GUARANTOR REPRESENTATIONS AND WARRANTIES

Organization and Qualification. The Purchaser and the Guarantor is a corporation or other entity duly incorporated, formed or organized, as applicable, validly existing and in good standing (or equivalent) under the laws of the jurisdiction of its incorporation, organization or formation, as applicable.
Corporate Authorization. The Purchaser and the Guarantor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the completion of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and the Guarantor and no other corporate proceedings on the part of the Purchaser and the Guarantor are necessary to authorize this Agreement or the completion of the Arrangement and the other transactions contemplated hereby.
Board Approval. The board of directors of the Purchaser and the Guarantor has approved the Arrangement and the execution and performance of this Agreement.
Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and the Guarantor, and constitutes a legal, valid and binding agreement of the Purchaser and the Guarantor enforceable against them in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
Governmental Authorization. The execution, delivery and performance by the Purchaser and the Guarantor of their respective obligations under this Agreement and the completion of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Purchaser or the Guarantor or by any of their respective Subsidiaries other than regulatory approvals (including the PRC Approvals), and the ICA Clearance.
Non-Contravention. The execution, delivery and performance by the Purchaser and the Guarantor of their respective obligations under this Agreement and the completion of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both):
(a) contravene, conflict with, or result in any violation or breach of the Purchaser’s or the Guarantor’s Constating Documents or the organizational documents of any of their respective Subsidiaries; or
(b) assuming compliance with the matters referred to in Paragraph 5 above, contravene, conflict with or result in a violation or breach of any Law applicable to the Purchaser or the Guarantor or any of their respective Subsidiaries.
Litigation. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or to the knowledge of the Purchaser or the Guarantor, threatened, against

D-2

or involving the Purchaser or the Guarantor, or any of their respective Affiliates, by or before any Governmental Entity nor is the Purchaser or the Guarantor or any of their respective Affiliates subject to any outstanding judgement order, writ, injunction or decree that, in either case, individually or in the aggregate, is reasonably likely to prevent or materially delay consummation of the Arrangement or the transactions contemplated hereby.

Share Ownership . The Purchaser, the Guarantor and their respective Affiliates and persons acting jointly and in concert with the Purchaser, the Guarantor and their respective Affiliates, do not beneficially own or exercise control or direction over any Common Shares or other securities of the Company as of the date of this Agreement.
Connected Transaction. Neither the Purchaser nor any of their Affiliates is a party to any connected transaction to the Arrangement within the meaning of MI 61-101.
WTO investor. The Purchaser is a “WTO investor” as such term is defined in the Investment Canada Act .
Sufficient Funds. The Guarantor has, and the Purchaser will have at the Effective Time, sufficient available funds to satisfy the aggregate Consideration payable to Company Shareholders. The Purchaser acknowledges and agrees that the obligations of the Purchaser and the Guarantor hereunder are not subject to any conditions regarding the Purchaser’s, the Guarantor’s or any other Person’s ability to obtain financing for the Arrangement and the other transactions contemplated by this Agreement.
Competition Act . The aggregate value of the assets in Canada of the Purchaser and its affiliates do not exceed C$275 million and the annual gross revenue from sales in, from or into Canada of the Purchaser and its affiliates do not exceed C$395 million, in each case as determined in accordance with the Competition Act and the Notifiable Transactions Regulations promulgated thereunder.

E-1

SCHEDULE E

SUPPORT AND VOTING AGREEMENT

THIS AGREEMENT is made as of July [  ] , 2021.

BETWEEN

[Name of Shareholder]

(the “ Shareholder ”),

AND

1314992 B.C. Ltd.

a corporation existing under the laws of British Columbia

(the “ Purchaser ”)

Recitals

A. The Shareholder is the legal and beneficial owner of common shares (“ Common Shares ”) in the capital of Millennial Lithium Corp. (the “ Company ”), as described more particularly on Schedule A hereto (together with any additional Common Shares acquired by the Shareholder at any time after the date hereof, the “ Subject Shares ”).
B. The Purchaser and the Company are concurrently herewith entering into an arrangement agreement (the “ Arrangement Agreement ”) contemplating an arrangement under Section 288 of the Business Corporations Act (British Columbia) pursuant to which, among other things, the Purchaser will acquire all of the Common Shares (the “ Transaction ”).
C. The Shareholder has agreed to vote or cause to be voted the Subject Shares in favour of the Arrangement Resolution on the terms and subject to the conditions set forth herein.
D. In consideration of the respective covenants and agreements of the parties herein contained 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 DEFINED TERMS

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to such terms in the Arrangement Agreement.

E-2

ARTICLE 2 COVENANTS OF THE SHAREHOLDER

2.1 The Shareholder hereby covenants and agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 6:
(i) not option for sale, offer, sell, transfer, assign, exchange, gift, dispose of, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, or any right or interest therein (legal or equitable), to any Person or agree to do any of the foregoing, other than (i) pursuant to the Arrangement Agreement, (ii) to an affiliate of the Shareholder, or (iii) if the Shareholder is an individual, (A) to any member of the Shareholder’s immediate family or to a trust for the benefit of the Shareholder or any member of the Shareholder's immediate family or (B) upon the death of the Shareholder;
(ii) except to the extent contemplated by this Agreement, not grant or agree to grant any proxy, power of attorney or other right to vote the Subject Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of the shareholders of the Company or give consents or approval of any kind with respect to any of the Subject Shares;
(iii) not exercise the voting rights attaching to the Subject Shares in respect of any proposed action by the Company in a manner which would reasonably be expected to prevent or materially delay the successful completion of the Transaction or the other transactions contemplated by the Arrangement Agreement;
(iv) not make any statements which may reasonably be construed as being opposed to the Transaction or the other transactions contemplated by the Arrangement Agreement or any aspect thereof and to not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying the Transaction or the other transactions contemplated by the Arrangement Agreement or any aspect thereof, including not exercise any securityholder rights or remedies available at common law or pursuant to applicable Securities Laws; and
(v) not exercise any Dissent Rights.
2.2 Notwithstanding any other provision of this Agreement, the Purchaser hereby agrees and acknowledges that the Shareholder is bound hereunder solely in its capacity as a securityholder of the Company and that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in his or her capacity as a director or officer of the Company. Without limiting the foregoing, the Purchaser acknowledges and agrees that the Shareholder may take any action in his or her capacity as a director or officer of the Company to discharge such Shareholder’s fiduciary duties as a director and/or officer of the Company under applicable Law or that is permitted by the Arrangement Agreement and any such action by the Shareholder shall not constitute a violation of this Agreement.

E-3

ARTICLE 3 AGREEMENT TO VOTE

3.1 The Shareholder hereby covenants and agrees from the date hereof until the termination of this Agreement pursuant to Article 6:
(i) to vote or to cause to be voted the Subject Shares at the Company Meeting (or any adjournment or postponement thereof) in favour of the Arrangement Resolution and any other matter necessary for the consummation of the Transaction;
(ii) to vote or cause to be voted the Subject Shares against any Acquisition Proposal and/or any matter that would reasonably be expected to materially delay, prevent or frustrate the successful completion of the Transaction at any meeting of the shareholders of the Company called for the purposes of considering same; and
(iii) no later than five Business Days prior to the date of the Company Meeting, to deliver or cause to be delivered to the transfer agent of the Company designated in the Company Circular a duly executed proxy or proxies directing the holder of such proxy or proxies to vote the Subject Shares in favour of the Arrangement Resolution and/or any other matter necessary for the consummation of the Transaction, with such proxy or proxies naming as proxyholder those individuals as may be designated by the Company in the Company Circular and such proxy or proxies shall not be revoked without the prior written consent of the Purchaser or unless this Agreement is terminated pursuant to Article 6.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

4.1 The Shareholder represents and warrants as follows and acknowledges that the Purchaser is relying upon these representations and warranties in connection with the entering into of this Agreement and the Arrangement Agreement:
(i) the Shareholder has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his, her or its obligations hereunder;
(ii) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;
(iii) the Shareholder has the right to vote all of the Subject Shares and all of the Subject Shares shall, immediately prior to the Effective Time, be beneficially owned by the Shareholder with good and marketable title thereto, free and clear of any and all Liens;
(iv) the Shareholder is not party to any agreement for the sale, disposition, transfer or voting of any of the Subject Shares, except this Agreement;

E-4

(v) none of the execution and delivery by the Shareholder of this Agreement or the performance of its obligations hereunder will result in a material breach of (i) any agreement or instrument to which the Shareholder is a party or (ii) any Law or any judgment, decree, order or award of any Governmental Entity, except in each case as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder; and
(vi) as of the date hereof, the Subject Shares and the securities set forth on Schedule A are the only Common Shares and securities exercisable or convertible into or exchangeable for Common Shares of the Company owned by the Shareholder.

The representations and warranties of the Shareholder set forth in this Article 4 shall not survive the completion of the Transaction and will expire and be terminated on the date that this Agreement is terminated in accordance with Article 6.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

5.1 The Purchaser represents and warrants as follows and acknowledges that the Shareholder is relying upon these representations and warranties in connection with the entering into of this Agreement:
(i) the Purchaser has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder;
(ii) this Agreement has been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the Shareholder, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; and
(iii) none of the execution and delivery by the Purchaser of this Agreement or the performance of its obligations hereunder will result in a material breach of (i) any agreement or instrument to which the Purchaser is a party or (ii) any Law or any judgment, decree, order or award of any Governmental Entity, except in each case as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Purchaser to perform its obligations hereunder.

The representations and warranties of the Purchaser set forth in this Article 5 shall not survive the completion of the Transaction and will expire and be terminated on the date that this Agreement is terminated in accordance with Article 6.

E-5

ARTICLE 6 TERMINATION

6.1 This Agreement shall be terminated upon the earliest of:
(i) the date upon which the Shareholder and the Purchaser mutually agree to terminate this Agreement;
(ii) the date, if any, on which the Purchaser (i) decreases the amount of consideration per Common Share, Company Option, Company PSU or Company RSU payable pursuant to the Plan of Arrangement, or (ii) otherwise amends the Arrangement Agreement or Plan of Arrangement in a manner that is adverse to the interests of the holders of Common Shares, Company Options, Company PSUs or Company RSUs;
(iii) the termination of the Arrangement Agreement in accordance with its terms; or
(iv) the Effective Time.
6.2 In the event that this Agreement is terminated pursuant to Section 6.1, this Agreement shall be of no further force or effect and there shall be no liability on the part of any party. Notwithstanding anything else contained herein, such termination shall not relieve any party from liability for any breach of this Agreement by the party prior to such termination.

ARTICLE 7 DISCLOSURE

7.1 The Shareholder (a) consents to the details of this Agreement being set out in the Company Circular in respect of the Transaction and this Agreement being made publicly available, including by filing on SEDAR, as may be required pursuant to applicable Securities Laws, and (b) consents to and authorizes the publication and disclosure by the Purchaser and the Company of its identity and holding of Subject Shares and the nature of its commitments and obligations under this Agreement in any press release, the Company Circular in respect of the Transaction or any other disclosure document in connection with the Transaction and any transactions contemplated by the Arrangement Agreement. Except as contemplated by the immediately preceding sentence and as otherwise required by applicable Law or by any Governmental Entity or in accordance with the requirements of any stock exchange, no party shall make any public announcement or statement with respect to this Agreement without the approval of the other, which shall not be unreasonably withheld or delayed. A copy of this Agreement may be provided to the Company.

ARTICLE 8 GENERAL

8.1 Each of the parties hereto shall, from time to time hereafter and upon any reasonable request of the other, 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.
8.2 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

E-6

8.3 This Agreement shall be 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. 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.
8.4 Each of the parties hereto agrees with the others that: (i) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (ii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement; and (iii) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy.
8.5 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 conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not irremediably affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled according to their original tenor to the extent possible.
8.6 No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
8.7 This Agreement may be executed and delivered in any number of counterparts, with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

SIGNED, SEALED & DELIVERED ) in the presence of: ) ) ) ) ) Witness )

[Name of Shareholder]

1314992 B.C. LTD.

By: Name: [  ] Title: [  ]

Schedule A

Ownership of Securities

Name of Shareholder:	[]
Common Shares beneficially owned:	[]
Registered holder (if different than beneficial owner):	[]
Company Options held:	[]
Company RSU’s held;	[]
Company PSU’s held:	[]
Other securities beneficially owned that are exercisable or exchangeable for, or convertible into, Common Shares:	[]

SCHEDULE F

ESCROW AGREEMENT

ESCROW AGREEMENT (the “ Agreement ”) dated as of July 16, 2021,

BY AND AMONG:

MILLENNIAL LITHIUM CORP. , a company incorporated under the laws of Province of British Columbia (“ Millennial ”);

AND : 1314992 B.C. LTD. , a company incorporated under the laws of the Province of British Columbia (“ GFL ”); (Millennial and GFL are herein collectively referred to as the “ Companies ”);

AND: COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company licensed to carry on business in all provinces in Canada (the “ Escrow Agent ” or “ Computershare ”).

WHEREAS the Companies and Ganfeng Lithium Co., Ltd. have concurrently herewith entered into an Arrangement Agreement dated as of July 16, 2021 (the “ Arrangement Agreement ”) that provides, among other things, that GFL will acquire all of the issued and outstanding shares in the capital of Millennial, the whole upon and subject to the terms and conditions contained in the Arrangement Agreement;

WHEREAS the Arrangement Agreement contemplates that an amount equal to the Escrow Amount (as defined below) shall be deposited in escrow with the Escrow Agent, to be held and distributed by the Escrow Agent on the terms and conditions set forth herein;

WHEREAS the Companies wish to appoint the Escrow Agent to act as escrow agent in connection with the Arrangement Agreement; and

WHEREAS the foregoing recitals are representations and statements of fact made by the Companies and not by the Escrow Agent;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT , in consideration of the foregoing recitals, the covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

==> picture [8 x 8] intentionally omitted <==

Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned to them in the Arrangement Agreement. For the purposes of this Agreement, the following terms shall have the following meanings:

==> picture [13 x 11] intentionally omitted <==

“Arrangement Agreement” has the meaning specified in the preamble.

==> picture [13 x 11] intentionally omitted <==

“Business Day” means any day (prior to 4:30 p.m.), other than a Saturday or a Sunday, when Canadian chartered banks are open for regular business in the City of Vancouver, British Columbia, Canada.

==> picture [13 x 11] intentionally omitted <==

“Claim” means any claim by Millennial for payment of the Reverse Termination Amount pursuant to Section 7.4(d) of the Arrangement Agreement.

==> picture [13 x 11] intentionally omitted <==

“Claim Notice” has the meaning specified in Section 7(a).

==> picture [9 x 9] intentionally omitted <==

==> picture [9 x 8] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

“Dispute Notice” has the meaning specified in Section 7(b).

==> picture [11 x 10] intentionally omitted <==

“Escrow Amount” means the Reverse Termination Amount (as defined in the Arrangement Agreement), for greater clarity, being the sum of US$16,000,000 which has been deposited with the Escrow Agent hereunder, plus (i) any amounts on account of interest credited thereon in accordance with Section 4, less (ii) any amounts deducted by the Escrow Agent as provided for in Section 4 and less (iii) any amounts deducted or paid pursuant to Sections 6 or 7 hereof or any amounts otherwise paid pursuant to this Agreement .

==> picture [13 x 10] intentionally omitted <==

“Escrow Period Termination Date” means December 21, 2021, or such other date as may be agreed to in writing by the Companies and confirmed in a written joint notice given by the Companies to the Escrow Agent at least five (5) Business Days prior to December 21 2021.

==> picture [13 x 11] intentionally omitted <==

“FATCA” has the meaning specified in Section 17(i).
Appointment of Escrow Agent. The Companies hereby appoint the Escrow Agent to act as agent on their behalf pursuant to this Agreement, and the Escrow Agent hereby accepts such appointment on the terms and conditions of this Agreement.
Delivery of the Escrow Amount. GFL confirms that it has remitted to the Escrow Agent the Escrow Amount, being initially the sum of US$16,000,000, by way of wire transfer payable to the Escrow Agent in its capacity as escrow agent hereunder. Acknowledgement of receipt by the Escrow Agent shall be made in a separate document.

Placement of Escrow Amount.

==> picture [13 x 11] intentionally omitted <==

Until released in accordance with this Agreement, the Escrow Amount shall be recorded in the segregated internal trust account records of the Escrow Agent, which account record shall be designated in the name of the Companies, and the Escrow Amount shall be deposited in one or more trust accounts, such accounts to be denominated in United States dollars, to be maintained by the Escrow Agent in the name of the Escrow Agent at one or more banks listed in Schedule A to this Agreement (each such bank, an “Approved Bank”). Of the amount of interest, if any, earned by the Escrow Agent on such deposited monies, the Escrow Agent shall credit to the Escrow Amount an amount that is equal to 0.50 percent less than the average 90 day US TBill rate. Such calculated amount shall be credited by the Escrow Agent to the Escrow Amount within three (3) Business Days of each month-end. The Escrow Agent may retain the remaining amount of interest, if any, that was earned on such deposited monies for its own use and benefit. GFL shall be entitled to the interest, if any, credited in accordance with section 4 for the period from the date of deposit hereunder to the Closing Date under the Amalgamation Agreement or Escrow Period Termination Date, whichever occurs first, as set out in a written joint direction from the Companies. Millennial shall be entitled to the interest, if any, credited in accordance with section 4 for the period after the Escrow Termination Date if it is entitled to the Escrow Amount. In the event GFL is entitled to the return of the Escrow Amount, interest, if any, credited in accordance with section 4 for the period after the Escrow Period Termination Date shall be credited to GFL. Notwithstanding the foregoing, (i) in no event will the Escrow Agent be obligated to pay or credit any amount on account of interest that exceeds the amount of interest earned from the Approved Bank(s) on the Escrow Amount, as determined by the Escrow Agent; and (ii) if an account at any Approved Bank into which the Escrow Amount or any part thereof has been deposited bears a negative interest rate or there is otherwise any fee or other charge assessed on the account or in respect of the amount of cash on deposit, the cost, as determined by the Escrow Agent, shall be deducted from the Escrow Amount.

==> picture [13 x 11] intentionally omitted <==

All amounts held by the Escrow Agent pursuant to this Agreement shall be held by the Escrow Agent for the Companies and the delivery of the Escrow Amount to the Escrow Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts

held by the Escrow Agent pursuant to this Agreement are at the sole risk of the Companies and, without limiting the generality of the foregoing, the Escrow Agent shall have no responsibility or liability for any diminution of the Escrow Amount that may result from any deposit made with an Approved Bank pursuant to this Section 4, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The parties hereto acknowledge and agree that the Escrow Agent will have acted prudently in depositing the Escrow Amount at any Approved Bank, and that the Escrow Agent is not required to make any further inquiries in respect of any such bank.

==> picture [9 x 9] intentionally omitted <==

==> picture [9 x 8] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

At any time and from time to time, the Companies shall be entitled to direct the Escrow Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrow Amount that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Escrow Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the parties hereto acknowledge and agree that such specified amount remains at the sole risk of the Companies prior to and after such withdrawal.
Authorized Disbursements. The Escrow Agent is hereby authorized to disburse funds out of monies constituting the Escrow Amount, only in accordance with Sections 6 or 7. Prior to any final release of the Escrow Amount, the Escrow Agent shall be entitled to deduct from the Escrow Amount any amounts owing to it in respect of outstanding fees, disbursements and interest thereon and any applicable fees to be charged for the final release, notwithstanding that the party to whom the Escrow Amount is to be released is not responsible for the outstanding fees and expenses payable to the Escrow Agent.
Release from Escrow. Subject to Section 7 hereof, the Escrow Amount shall be released or returned by the Escrow Agent as follows:

==> picture [13 x 11] intentionally omitted <==

two Business Days following the receipt of a written joint notice from the Companies substantially in the form attached hereto as Schedule B, in the event of release, or Schedule C in the event of return of Escrow Funds, as applicable, the Escrow Agent shall pay from the Escrow Amount to the Person or Persons specified in such notice the amount specified therein;

==> picture [13 x 10] intentionally omitted <==

in accordance with Section 7 hereof; or

==> picture [13 x 11] intentionally omitted <==

on the Business Day following the Escrow Period Termination Date, the Escrow Agent will pay the Escrow Amount to GFL in accordance with the banking instructions to be provided to the Escrow Agent by GFL prior thereto, without any notice or further action by the Companies. For greater certainty, the Escrow Amount shall not be released or paid under this paragraph if a Claim Notice been received by the Escrow Agent pursuant to Section 7.

Claim Notice; Dispute Notice.

==> picture [13 x 11] intentionally omitted <==

Claim Notice. If Millennial determines that it has a Claim, it shall give a written notice of such determination to the Escrow Agent and to GFL no later than two Business Days prior to the Escrow Period Termination Date, setting out the basis of the Claim (a “Claim Notice”);

Upon receipt of a Claim Notice, the Escrow Agent shall promptly notify GFL in writing that it has received a Claim Notice, including a copy thereof, and shall hold the Escrow Amount until (i) it disburses the Escrow Amount in accordance with Section 7(c); or (ii) is otherwise jointly instructed by the Companies in writing pursuant to Section 6;

==> picture [13 x 11] intentionally omitted <==

Dispute Notice. If GFL wishes to dispute the Claim under the Claim Notice, GFL shall, within twenty (20) days of receipt of the Claim Notice from the Escrow Agent, send a signed written notice concurrently to both the Escrow Agent and to Millennial stating such dispute and summarizing the basis for such dispute (a “Dispute Notice”);

If the Escrow Agent receives a Dispute Notice within the requisite time, it shall take no further action pursuant to such Claim Notice until receipt by it of a final and binding determination by a court or arbitration panel of competent jurisdiction or alternatively, receipt by it of written instructions signed by the Companies. The Escrow Agent shall have no duty to inquire as to the truth of any statements made in a Claim Notice or Dispute Notice nor shall the Escrow Agent have a duty to confirm receipt by the Companies, as the case may be, of such Claim Notice or Dispute Notice; and

==> picture [9 x 9] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

No Dispute Notice. If no Dispute Notice is received by the Escrow Agent within twenty (20) days after delivery by the Escrow Agent of the related Claim Notice to GFL in accordance with Section 7, then the Escrow Agent shall pay forthwith to Millennial the Escrow Amount.
No Limitation. Millennial’s rights and recourses against GFL and Ganfeng Lithium Co., Ltd. for payment of the Reverse Termination Amount under the Arrangement Agreement shall not be replaced, limited or deemed to be waived, in whole or in part, by the exercise of Millennial’s rights and recourses under this Agreement or any other terms and conditions of this Agreement except to the extent of any payment made by the Escrow Agent to Millennial pursuant hereto following delivery of a Claim Notice in respect of a Claim.

Responsibility and Rights of Escrow Agent; Indemnification.

==> picture [13 x 11] intentionally omitted <==

The Companies acknowledge and agree that the Escrow Agent acts hereunder as an escrow agent only and (i) shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it (including, without limitation, the Arrangement Agreement, Claim Notice or Dispute Notice), for the form or execution of such instruments, for the identity, authority or right of any person or party executing or depositing such instruments or for determining or compelling compliance therewith, and shall not otherwise be bound thereby; (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent and the Escrow Agent will have no duty or responsibility arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party; (iii) shall not be required to take notice of any default or to take any action with respect to such default involving any expense or liability, unless notice in writing of such default is formally given to the Escrow Agent, and unless it is indemnified and funded, in a manner satisfactory to it, against such expense or liability; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof; and, (v) may employ and consult counsel satisfactory to it, including in-house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.

==> picture [13 x 11] intentionally omitted <==

The Escrow Agent may employ such counsel, accountants, engineers, appraisers, other experts, agents, agencies and advisors as it may reasonably require for the purpose of discharging its duties under this Agreement, and the Escrow Agent may act, or not act, and shall be protected in acting, or not acting, in good faith on the opinion or advice or on information obtained from any such parties and shall not be responsible for any

misconduct on the part of any of them. The reasonable costs of such services shall be added to and be part of the Escrow Agent’s fee hereunder.

==> picture [13 x 11] intentionally omitted <==

==> picture [13 x 10] intentionally omitted <==

==> picture [11 x 10] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

==> picture [10 x 10] intentionally omitted <==

The Escrow Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment.
No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability in the performance of its duties or the exercise of any of its rights or powers.
The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything that it may do or refrain from doing in connection herewith, except for its own gross negligence or bad faith.
The Escrow Agent shall incur no liability with respect to the delivery or non-delivery of any cash whether delivered by hand, wire transfer, certified or registered mail or bonded courier.
The forwarding of a cheque by the Escrow Agent will satisfy and discharge the liability for any cash amounts due to the extent of the sum or sums represented thereby (plus the amount of any tax deducted or withheld as required by law) unless such cheque is not honoured on presentation; provided that in the event of non-receipt of such cheque by the payee, or loss or destruction thereof, the Escrow Agent upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.
Millennial shall pay all of the costs and expenses reasonably incurred by the Escrow Agent in the course of its services hereunder, in connection with the administration of the escrow created hereby or in the performance or observance of its duties hereunder; covered by the remuneration are included, without limitation, all out-of-pocket expenses and disbursements incurred or made by the Escrow Agent in the administration of its services and duties created hereby, in excess of its compensation for normal services or not (including the reasonable fees and disbursements of its outside counsel and other outside advisors required for discharge of its duties hereunder). Any amount owing under this Section and unpaid thirty (30) days after request for such payment will bear interest from the expiration of such thirty (30) days at a rate per annum equal to the then current rate charged by the Escrow Agent, payable on demand. GFL shall have no obligation to top up the Escrow Amount, not exceeding the ordinary course fees charged by the Escrow Agent. The Escrow Agent shall be entitled, without further notice, to draw down on the Escrow Amount in order to effect payment of any fees, costs or expenses pursuant to this Agreement, and may sell, liquidate, convey or otherwise dispose of any investment, or convert any amount of currency into another currency, for such purpose. It is understood that currency exchange rates fluctuate on an ongoing basis and that the exchange rate used by the Escrow Agent for any such conversion will be based on the then prevailing market rate.
The Companies shall jointly and severally indemnify the Escrow Agent and its affiliates, their successors and assigns, and each of their directors, officers, employees and agents (the “Indemnified Parties”) and save them harmless against all actions, proceedings, liability, claims, damages, costs and expenses (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising from the performance of the Escrow Agent’s duties hereunder or in connection with the Escrow Agent’s appointment hereunder (unless arising from the Escrow Agent’s gross negligence or bad faith) and including any action or liability brought against or incurred by the

Indemnified Parties in relation to or arising out of any breach by the Companies. This indemnity shall survive the resignation or removal of the Escrow Agent and the termination or discharge of this Agreement.

==> picture [13 x 9] intentionally omitted <==

==> picture [10 x 10] intentionally omitted <==

Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Escrow Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

==> picture [13 x 11] intentionally omitted <==

Notwithstanding any other provision of this Agreement, any liability of the Escrow Agent shall be limited to direct damages sustained by a party to this Agreement, and shall be limited, in aggregate, to any one or more parties, to the amount of its annual fees collected under this Agreement.

==> picture [10 x 11] intentionally omitted <==

The Escrow Agent does not have any interest in the Escrow Amount but is serving as escrow agent only and is not a debtor of the parties hereto in respect of the Escrow Amount.

==> picture [16 x 10] intentionally omitted <==

The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing, and signed by the parties hereto and if its duties herein are affected, unless it shall have given its prior written consent thereto.

==> picture [13 x 11] intentionally omitted <==

The Escrow Agent accepts the duties and responsibilities under this Agreement as agent, and no trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as trustee.

==> picture [13 x 11] intentionally omitted <==

The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document (including, but not limited to a Claim Notice or Dispute Notice), including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow under this Agreement.

==> picture [13 x 11] intentionally omitted <==

Following the release by the Escrow Agent of all of the Escrow Amount, this Agreement shall terminate and the Escrow Agent shall have no further duties and obligations under this Agreement.

==> picture [13 x 11] intentionally omitted <==

The Escrow Agent shall not be liable for any failure to act upon any Claim Notice, Dispute Notice, joint direction of the parties or any other notice or communication, or failure to act upon same in a timely manner, unless any such failure is attributable to its gross negligence, bad faith or wilful misconduct.

==> picture [11 x 11] intentionally omitted <==

This Section 9 shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Escrow Agent.
Dispute Resolution. It is understood and agreed that should any dispute arise with respect to the delivery, ownership, right of possession and/or disposition of the Escrow Amount, or should any claim be made upon the Escrow Agent or the Escrow Amount by a third party, the Escrow Agent, upon receipt of notice of such dispute or claim, is authorized and shall be entitled (at its sole option and election) to retain in its possession without liability, all or any of said Escrow Amount until such dispute shall have been settled either by the mutual written agreement of the parties involved or by a final order, decree or judgment of a court or arbitrator of competent jurisdiction, the time for perfection of an appeal of such order, decree or judgment having expired. A copy of any such settlement or final order, decree or judgment of a court or arbitrator of competent jurisdiction shall be delivered to the Escrow Agent by the Companies forthwith upon receipt thereof. The Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any

legal proceedings which relate to the Escrow Amount.

==> picture [13 x 8] intentionally omitted <==

Arbitration. Any disputes with respect to this Agreement shall be resolved by arbitration and any party may demand by written notice to the other party that the matter be submitted to arbitration. The notice shall set out the reasons for the dispute and reasonable details to support the dispute. Each of the Companies shall cooperate in completing any arbitration as expeditiously as possible, the procedure to commence no later than thirty (30) days from the date the notice was sent, and the arbitrator may hire such experts as may appear to be appropriate. All of the costs and expenses of the arbitration shall be borne equally by the Companies. Any award rendered by the arbitrator shall be final and binding on the parties.
Resignation of Escrow Agent; Successor by Merger

==> picture [13 x 11] intentionally omitted <==

Resignation, removal and delivery. The Escrow Agent may at any time resign or be removed as such, subject to this Section 12, by delivering written notice of resignation to the other parties to this Agreement or by being served with a written notice of removal jointly executed by the Companies, and by delivering the Escrow Amount to any successor escrow agent designated by the Companies, or by a court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the earlier to occur of (the “Resignation Date”): (i) the appointment of a successor escrow agent as aforesaid or by a court of competent jurisdiction; or (ii) the day which is 30 days after the date of delivery of the Escrow Agent’s written notice of resignation to the other parties hereto, or such shorter notice as the parties accept as sufficient. If the Escrow Agent has not received written notice of the designation of a successor escrow agent by the Resignation Date, the Escrow Agent’s sole responsibility after such time shall be to retain and safeguard the Escrow Amount until receipt of written notice of the designation of a successor escrow agent hereunder or pursuant to a final non-appealable order of a court of competent jurisdiction. If a successor escrow agent has not been appointed within 90 days of the date of the delivery of its written notice of resignation, the Escrow Agent shall deliver the Escrow Amount (less any portion thereof previously distributed in accordance with this Agreement) to the legal counsel designated by the Companies and all of the Escrow Agent’s duties and obligations under this Agreement shall thereupon cease immediately. Failing such designation by the Companies, the Escrow Agent shall deliver such Escrow Amount to the British Columbia Supreme Court whereupon this Agreement shall terminate and the Escrow Agent shall have no further duties and obligations under this Agreement. The Companies, acting together, shall have power at any time to remove the existing Escrow Agent and to appoint a successor escrow agent.

==> picture [13 x 11] intentionally omitted <==

Deduction of fees. If the Escrow Agent resigns or is removed pursuant to this Section 12, the Escrow Agent shall be entitled, prior to delivery to any party of the Escrow Amount, to deduct any amounts owing to it in respect to outstanding fees, disbursements and interest thereon whereupon this Agreement shall terminate and the Escrow Agent shall have no further duties and obligations under this Agreement (other than obligations in respect of matters prior to the effective date of such resignation).

==> picture [13 x 11] intentionally omitted <==

Incapacity. If the Escrow Amount is to be released hereunder to a party who has become bankrupt, has gone into liquidation or has otherwise become incapable of performing their rights and responsibilities under this Agreement, the Escrow Agent shall forthwith deliver the Escrow Amount, less any amounts owing to it in respect to outstanding fees, disbursements and interest thereon, to the British Columbia Supreme Court. If all of the parties hereunder have become bankrupt, have gone into liquidation or have otherwise become incapable of performing their rights and responsibilities under this Agreement, the Escrow Agent shall forthwith deliver the Escrow Amount, less any amounts owing to it in respect to outstanding fees, disbursements and interest thereon, to the British Columbia Supreme Court and provide written notice to the Companies of the disposition

of such Escrow Amount. Upon such delivery of the Escrow Amount, this Agreement shall terminate and the Escrow Agent shall have no further duties and obligations.

==> picture [13 x 9] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

Incapacity of Escrow Agent. In the event of the Escrow Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Companies acting together, shall forthwith appoint a successor escrow agent; failing such appointment by the Companies, the retiring Escrow Agent, acting alone, may apply, at the expense of the Companies, to a justice of the British Columbia Supreme Court on such notice as such justice may direct, for the appointment of a successor escrow agent; but any successor escrow agent so appointed by the Court shall be subject to removal as aforesaid by the Companies, acting together.

==> picture [13 x 11] intentionally omitted <==

Transfer and delivery; fees. Any successor escrow agent appointed under any provision of this Section 12 shall be a corporation authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the applicable legislation for any other jurisdiction, in such other jurisdictions. On any such appointment, the successor escrow agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Escrow Agent hereunder. At the request of the Companies or the successor escrow agent, the retiring Escrow Agent, upon payment of the amounts, if any, due to it pursuant to this Agreement, including any amounts owing to it in respect to outstanding fees, disbursements and interest thereon, shall duly assign, transfer and deliver to the successor escrow agent all property and money held, and all records kept, by the retiring Escrow Agent hereunder or in connection herewith.

==> picture [11 x 11] intentionally omitted <==

Succession. Any corporation into or with which the Escrow Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Escrow Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Escrow Agent shall be the successor to the Escrow Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a successor escrow agent hereunder.

Tax Reporting.

==> picture [13 x 10] intentionally omitted <==

The Companies agree that, for tax reporting purposes, all interest or other taxable income earned from the investment of the Escrow Amount in any tax year shall (i) to the extent such interest is distributed by the Escrow Agent to any person or entity pursuant to the terms of this Agreement during such tax year, be allocated to such person or entity, and (ii) otherwise be allocated to GFL in the taxation year that it was earned, notwithstanding that no such amount has been distributed.

==> picture [13 x 10] intentionally omitted <==

Upon the execution of this Agreement, the Companies shall provide, as applicable, the Escrow Agent all necessary certified tax identification numbers and all other forms, documents and information that the Escrow Agent may request in order to fulfill any tax reporting function (the “Tax Information”). If the Tax Information is not received at closing or if subsequent updates or changes are required, the Companies shall submit such updated Tax Information to the Escrow Agent no later than December 31[st] of the then current taxation year, it being understood that any such updates or changes to the Tax Information submitted after December 31[st] of the then current taxation year will incur additional fees for the Companies.

Anti-money Laundering.

==> picture [13 x 11] intentionally omitted <==

Each party to this Agreement (in this paragraph referred to as a “representing party”), other than the Escrow Agent, hereby represents to the Escrow Agent that any account to be opened by, or interest to be held by, the Escrow Agent in connection with this

Agreement, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Escrow Agent a Declaration, in the Escrow Agent’s prescribed form or in such other form as may be satisfactory to it, as to the particulars of such third party.

==> picture [13 x 8] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

The Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Escrow Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Escrow Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days’ written notice to the other parties to this Agreement, provided (i) that the Escrow Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Escrow Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.
Privacy. The parties acknowledge that the Escrow Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

==> picture [13 x 10] intentionally omitted <==

to provide the services required under this agreement and other services that may be requested from time to time;

==> picture [13 x 11] intentionally omitted <==

to help the Escrow Agent manage its servicing relationships with such individuals;

==> picture [13 x 11] intentionally omitted <==

to meet the Escrow Agent’s legal and regulatory requirements; and

==> picture [13 x 10] intentionally omitted <==

if Social Insurance Numbers are collected by the Escrow Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Each party acknowledges and agrees that Computershare may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which Computershare shall make available on its website, www.computershare.com, or upon request, including revisions thereto. Computershare may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Further, each party agrees that it shall not provide or cause to be provided to Computershare any personal information relating to an individual who is not a party to this agreement unless that party has assured itself that such individual understands and has consented to the aforementioned terms, uses and disclosures.

==> picture [13 x 8] intentionally omitted <==

Notices. Except as otherwise expressly provided herein, all notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given if (a) personally delivered, (b) sent by facsimile transmission, (c) sent by email or transmitted as a scanned or pdf attachment to an email, (d) sent by courier by a reputable national overnight courier service, or (e) sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address, facsimile number or email set forth below, or at such other address, facsimile number or email as such party may specify by written notice to the other party hereto:

to Millennial at:

Millennial Lithium Corp.

Suite 300 – 1455 Bellevue Avenue West Vancouver, BC V7T 1C3

Attention: Personal Information Redacted Email: Personal Information Redacted

And with a copy to:

Dentons Canada LLP

20[th] Floor, 250 Howe Street Vancouver, BC V6C 3R8

Attention: Gary Sollis Email: [email protected]

to GFL at:

1314992 B.C. Ltd. Building #26, 4088 Luoshan Road Pudong District Shanghai 201204 China

Attention: Personal Information Redacted Tel: Personal Information Redacted Email: Personal Information Redacted Attention: Personal Information Redacted Tel: Personal Information Redacted Email: Personal Information Redacted

And with a copy to:

Gowling WLG (Canada) LLP

Suite 2300, 550 Burrard Street Vancouver, BC V6C 2B5

Attention: Linda J. Hogg Email: [email protected]

to the Escrow Agent at:

Computershare Trust Company of Canada

3[rd] Floor, 510 Burrard Street Vancouver, BC V6C 3B9

Attention: General Manager, Corporate Trust Department Email: [email protected]

and any such communication shall be deemed to have been validly and effectively given and received on the date of delivery (if personally delivered or sent by courier) or on the date of transmission by facsimile or email, if such date is a Business Day and otherwise on the next

Business Day, or on the third Business Day following the day on which the same is sent by certified or registered mail. Any party to this Agreement may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to such party at its changed address.

==> picture [13 x 8] intentionally omitted <==

Miscellaneous.

==> picture [13 x 11] intentionally omitted <==

The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

==> picture [13 x 11] intentionally omitted <==

Unless the context shall otherwise require, the singular shall include the plural and vice versa, and each pronoun in any gender shall include all other genders.

==> picture [13 x 11] intentionally omitted <==

This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart by facsimile, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been executed and delivered by all of the parties. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

==> picture [13 x 11] intentionally omitted <==

This Agreement or any provision hereof may be amended or waived only by written instrument duly signed by the party against whom such amendment or waiver is sought to be enforced.

==> picture [13 x 11] intentionally omitted <==

No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver be binding unless executed in writing by the party to be bound by the waiver.

==> picture [11 x 11] intentionally omitted <==

No failure on the part of the Companies to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right.

==> picture [13 x 11] intentionally omitted <==

If one or more of the provisions hereof shall for any reason be held to be invalid, illegal or unenforceable in any respect under applicable law, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and the remaining provisions hereof shall remain in full force and effect.

==> picture [13 x 11] intentionally omitted <==

This Agreement is for the sole and exclusive benefit of the parties hereto, and nothing in this Agreement, express or implied, is intended to confer or shall be construed as conferring upon any other person any rights, remedies or any other type or types of benefits.

==> picture [10 x 11] intentionally omitted <==

The Companies shall provide the necessary information requested by the Escrow Agent to satisfy its “Know Your Client”, Foreign Account Tax Compliance Act (“FACTA”), Common Reporting Standard, and anti-terrorism and anti-money laundering obligations and internal procedures.

==> picture [10 x 11] intentionally omitted <==

No party may assign its rights hereunder without the prior written consent of the other parties, except that Purchaser may assign this Agreement in conjunction with a permitted assignment of the Arrangement Agreement provided such assignment shall not relieve Purchaser of its obligations under the Arrangement Agreement or this Agreement.

==> picture [13 x 11] intentionally omitted <==

This Agreement shall enure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.

==> picture [13 x 9] intentionally omitted <==

==> picture [10 x 11] intentionally omitted <==

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

==> picture [16 x 11] intentionally omitted <==

All references herein to money amounts are to lawful money of United States of America. The Escrow Agent shall have no obligations with respect to tax reporting other than to deliver the required annual statement of interest earned.

==> picture [13 x 10] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

The Schedules attached to this Agreement shall, for all purposes of this Agreement, form an integral part of it. This Agreement shall override the Schedules attached hereto to the extent of any inconsistency.

==> picture [13 x 11] intentionally omitted <==

Any reference to time of day or date means the local time or date in City of Vancouver, British Columbia, Canada.
Force Majeure. Except for the payment obligations of the Companies contained herein, none of the parties shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, strikes, lockouts, riots, terrorism, acts of war, epidemics, pandemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.
Day Not A Business Day. Whenever any payment shall be due, any period of time shall begin or end, any calculation is to be made or any other action is to be taken on, or as of, or from a period ending on, a day other than a Business Day, such payment shall be made, such period of time shall begin or end, and such other actions shall be taken, as the case may be, on, or as of, or from a period ending on, the next succeeding Business Day.

(SIGNATURE PAGE FOLLOWS)

C-1

IN WITNESS WHEREOF , the parties hereto have executed this Agreement to be effective as of the date first above written.

MILLENNIAL LITHIUM CORP.

By: Authorized Signing Officer Name: Title:

1314992 B.C. LTD.

By: Authorized Signing Officer Name: Xiaoshen Wang Title: Director

COMPUTERSHARE TRUST COMPANY OF CANADA

By: Brian Howarth Corporate Trust Officer, Corporate Trust

By: Jennifer Lesley Wong professional, Corporate Trust

(Signature Page to Escrow Agreement)

C-1

SCHEDULE A Approved Banks

Bank	Relevant S&P Issuer Credit Rating (as at July 2nd, 2021)
Bank of America NA	A+
Bank of Montreal	A+
The Bank of Nova Scotia	A+
Bank of Tokyo-Mitsubishi UFJ	A
BMO Harris Bank	A+
BNP Paribas	A+
Canadian Imperial Bank of Commerce	A+
Citibank NA	A+
National Australia Bank Limited	AA-
Santander UK Plc	A
Societe Generale	A

C-1

SCHEDULE B Form of Notice of Release

Date: , 20

TO: Computershare Trust Company of Canada (“ Escrow Agent ”)

Pursuant to Section 6(a) of the Escrow Agreement entered into as of July 16, 2021 by and among Millennial Lithium Corp. (“ Millennial ”), 1314992 B.C. Ltd. (“ GFL ”) and the Escrow Agent (the “ Escrow Agreement ”), you are hereby instructed to release and pay the Escrow Amount (as defined in the Escrow Agreement) to [  ] .

Bank Name :	[banking information to be provided at the time of the release]
Canadian Routing Code:
SWIFT Code:
Bank Number :
Transit Number :
Beneficiary Name :
Beneficiary Address :
Beneficiary Account No. :
Further instructions:

MILLENNIAL LITHIUM CORP.

By: Authorized Signing Officer Name: Title:

1314992 B.C. LTD.

By:

Authorized Signing Officer Name: Title:

F-1

SCHEDULE C Form of Notice of Return

Date: , 20

TO: Computershare Trust Company of Canada (“ Escrow Agent

Pursuant to Section 6(a) of the Escrow Agreement entered into as of July 16, 2021 by and among Millennial Lithium Corp. (“ Millennial ”), 1314992 B.C. Ltd. (“ GFL ”) and the Escrow Agent (the “ Escrow Agreement ”), you are hereby instructed to return and pay the Escrow Amount (as defined in the Escrow Agreement) to [  ] .

Bank Name :	[banking information to be provided at the time of the release]
Canadian Routing Code:
SWIFT Code:
Bank Number :
Transit Number :
Beneficiary Name :
Beneficiary Address :
Beneficiary Account No. :
Further instructions:

MILLENNIAL LITHIUM CORP.

By: Authorized Signing Officer Name: Title:

1314992 B.C. LTD.

By: Authorized Signing Officer Name: Title:

AI assistant

NSJ Gold Corp. — Merger & Acquisition 2021

48028_rns_2021-07-19_75095a20-1b97-4aa4-aa6b-f6cea38441a5.pdf

ARRANGEMENT AGREEMENT

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

(the “ Company ”)

ARTICLE 1 INTERPRETATION

1.1 Defined Terms . As used in this Agreement, the following terms have the following meanings:

1.2 Certain Rules of Interpretation

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

2.2 Interim Order

2.3 The Company Meeting

2.4 The Company Circular

2.5 Final Order

2.6 Court Proceedings

2.7 Company Equity Awards

2.8 Company Warrants

2.9 Broker Options

2.10 Effective Date

2.11 Escrow

2.12 Payment of Consideration

2.13 Withholding Taxes

2.14 Guarantee and Indemnity

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company

3.2

Representations and Warranties of the Purchaser and the Guarantor

ARTICLE 4 COVENANTS

4.1 Conduct of Business of the Company

4.2 Covenants of the Company Relating to the Arrangement

4.3 Conduct of Business of the Purchaser and the Guarantor

4.4 Covenants of the Purchaser and the Guarantor Relating to the Arrangement

4.5 Regulatory Approvals

4.6 Access to Information; Confidentiality

4.7 Public Communications

4.8 Notice Provisions

4.10 Employment Matters

4.11 Transfer of Nominee Shares

ARTICLE 5 COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

5.2 Notification of Acquisition Proposals

5.3

Responding to an Acquisition Proposal

5.5 Breach by Subsidiaries and Representatives

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of the Purchaser

6.3 Additional Conditions Precedent to the Obligations of the Company

6.4 Satisfaction of Conditions

ARTICLE 7 TERM AND TERMINATION

7.1 Term

7.2 Termination

7.3 Effect of Termination/Survival

7.4 Termination Fees and Payment

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

8.2 Expenses

8.3 Notices

8.4 Time of the Essence

8.5 Injunctive Relief

8.6 Third Party Beneficiaries

8.7 Waiver

8.8 Entire Agreement

8.9 Successors and Assigns

8.10 Severability

8.11 Governing Law

8.12 Further Assurances

8.13 Rules of Construction

8.14 No Liability

8.15 Counterparts

[Signature Page Follows]

1314992 B.C. LTD.

GANFENG LITHIUM CO., LTD.

MILLENNIAL LITHIUM CORP.

SCHEDULE A PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (British Columbia)

1. INTERPRETATION

2. ARRANGEMENT AGREEMENT

NSJ Gold Corp. Merger & Acquisition 2021