UNDERWRITING AGREEMENT

December 19, 2022

Pacific Ridge Exploration Ltd. 1100 - 1111 Melville Street Vancouver, British Columbia V6E 3V6

Attention: Blaine Monaghan CEO and Director

Dear Sir:

Re: Private Placement of "Flow-Through" Units

The undersigned, Red Cloud Securities Inc. ("Red Cloud"), as lead underwriter and sole book-runner, together with Beacon Securities Limited and M Partners Inc. (collectively, with Red Cloud, the "Underwriters") understand that Pacific Ridge Exploration Ltd. (the "Corporation") proposes to issue and sell to the Underwriters on an underwritten basis (with a right to substitute purchasers) 15,625,000 flow-through units of the Corporation (the "FT Units") at a price of $0.32 per FT Unit (the "FT Unit Issue Price"), for aggregate gross proceeds of $5,000,000.

Each FT Unit shall consist of one common share of the Corporation to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) (each a "FT Share"), and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of the Corporation (each, a "Warrant Share") at a price of $0.40 for a period of twenty-four (24) months following the Closing of the Offering (as defined herein). The Warrants shall be issued pursuant to, and the exercise of the Warrants shall be governed by, the provisions of a warrant indenture (the "Warrant Indenture"), to be entered into between the Corporation and Computershare Trust Company of Canada as warrant agent, in the form and on terms satisfactory to the Corporation and the Underwriters, acting reasonably.

The Corporation has granted the Underwriters an option, exercisable up to 48 hours prior to the Closing of the Offering (as defined herein), to purchase for resale up to an additional 3,125,000 FT Units and at the FT Unit Issue Price for additional gross proceeds of up to $1,000,000 (the "Over-Allotment Option"). The offering of the FT Units by the Corporation is referred to in this Agreement as the "Offering". The FT Units, FT Shares, and Warrants in each case sold pursuant to this Agreement, are collectively referred to as the "Offered Securities".

Upon and subject to the terms and conditions set forth herein, the Underwriters hereby agree to purchase from the Corporation and, by the acceptance of this Underwriting Agreement (the "Agreement"), the Corporation agrees to sell to the Underwriters up to 18,750,000 FT Units for aggregate gross proceeds of $6,000,000, on a private placement basis pursuant to exemptions from the prospectus requirements of Applicable Securities Laws in Canada.

The Corporation acknowledges that the Underwriters intend to arrange for substituted purchasers for the Offered Securities at the FT Unit Issue Price, in which case the Corporation will sell such number of Offered Securities to be purchased by such substituted purchasers directly to such substituted purchasers and the Underwriters' obligation to purchase the Offered Securities shall be rateably reduced to the extent that such Offered Securities are so purchased. For greater certainty, to the extent that the Underwriters arrange for substituted purchasers to purchase the Offered Securities, and such Offered Securities are so purchased, the Underwriters will be acting as the Corporation's exclusive agents to offer the Offered Securities and such Offered Securities shall be purchased under Subscription Agreements to be entered into between the Corporation and each of the substituted purchasers and to the extent that substituted purchasers acquire any of the Offered Securities, the Underwriters shall not be deemed to have acquired (at any time) or have any obligation to acquire any of such Offered Securities, but in respect of which, the Underwriters' Fee and Compensation Warrants (as defined below) shall be payable and issued.

The Corporation agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Offered Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Securities (a "Selling Firm"), to comply with Applicable Securities Laws in connection with the distribution of the Offered Securities and shall offer the Offered Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Underwriters shall, and shall require any Selling Firm, to offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold.

In consideration for their services rendered in connection with the issue and sale of the Offered Securities, the Corporation, on the Closing Date, shall pay to the Underwriters a cash fee (the "Underwriters' Fee") equal to 6.0% of the gross proceeds from the sale of the Offered Securities under the Offering. In addition, the Corporation, on the Closing Date, shall issue to the Underwriters warrants of the Corporation (the "Compensation Warrants"), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of common shares of the Corporation (the "Compensation Shares") which is equal to 6.0% of the number of Offered Securities sold under the Offering at an exercise price equal to $0.32 per Compensation Share.

1. Definitions

In this Agreement:

(a) "affiliate", "distribution", "material change", "material fact", "misrepresentation", and "subsidiary" have the respective meanings given to them in the Securities Act (Ontario);
(b) "Agreement" means this underwriting agreement between the Corporation and the Underwriters dated as of the date hereof, including the schedules attached to this agreement, as amended or supplemented from time to time;
(c) "Anti-Money Laundering Laws" has the meaning given in Section 4(hhh);
(d) "Applicable Securities Laws" means all applicable securities, corporate and other laws, rules, regulations, notices and policies;
(e) "BC MFTS Tax Credit" means the British Columbia mining flow-through share tax credit which allows the Flow-Through Subscriber to claim a non-refundable tax credit of 20% of their Flow-Through Mining Expenditure incurred in British Columbia;
(f) "Business Day" means any day, other than a Saturday or Sunday on which banking institutions in Vancouver, British Columbia or Toronto, Ontario are open for commercial banking business during normal banking hours;
(g) "Canadian Exploration Expense" or "CEE" means Canadian exploration expenses described in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act, or that would be described in paragraph (h) of that definition if the reference therein to paragraphs (a) to (d) and (f) to (g.4) were a reference to paragraph (f), other than (i) amounts which are prescribed to constitute "Canadian exploration and development overhead expense" under the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) any expenditures described in paragraph 66(12.6)(b.1) of the Tax Act, and (iv) any amount paid or payable for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of "expense" in subsection 66(15) of the Tax Act;
(h) "Chuchi Property" means the Chuchi Property located in British Columbia, and as further described in the Public Record;
(i) "Closing" has the meaning given to it in Section 7;
(j) "Closing Date" means December 19, 2022 or such other date as the Underwriters and the Corporation may agree upon in writing;
(k) "Closing Time" means 8:00 a.m. (Toronto time) or such other time on the Closing Date as the Underwriters and the Corporation may agree;
(l) "Commitment Amount" means $0.31999 multiplied by the total number of FT Units to be subscribed and paid for pursuant to the FT Unit Subscription Agreements;
(m) "Common Share" means a common share in the capital of the Corporation, as currently constituted;
(n) "Compensation Share" has the meaning given to it above;
(o) "Compensation Warrant" has the meaning given to it above;
(p) "Corporation" has the meaning given to it above;
(q) "Corporation's counsel" means McMillan LLP;
(r) "Debt Instrument" means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability, to which the Corporation or any of its subsidiaries is a party or by which any of their property or assets are bound
(s) "Due Diligence Session Responses" means the written or oral responses of the Corporation, as given by any director or officer of the Corporation, at a Due Diligence Session;
(t) "Due Diligence Sessions" has the meaning given to it in Section 5(a);
(u) "Employment Laws" has the meaning given to it in Section 4(bb);
(v) "Engagement Letter" means the engagement letter entered into between the Corporation and Red Cloud dated December 1, 2022;
(w) "Environmental Laws" means all applicable foreign, federal, provincial, state and local laws and regulations relating to the protection of human health and safety, product safety, product liability, conservation, the environment or hazardous or toxic substances or wastes, pollutants or contaminants, including the Environmental Protection Act (Ontario) and the Canadian Environmental Protection Act (Canada) and their equivalents;
(x) "Expenditure Period" means the period commencing on the Closing Date and ending on the Termination Date;
(y) "Financial Statements" means the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2021 and 2020, together with the notes thereto and the report of the auditors of the Corporation thereon;
(z) "Flow-Through Mining Expenditure" or "FTME" means an expense which qualifies, once renounced by the Corporation pursuant to the Tax Act to the Subscriber (if the Subscriber is an individual (other than a trust or estate)), as a "flow-through mining expenditure", as defined in subsection 127(9) of the Tax Act, of the Subscriber or, where the Subscriber is a partnership, of the members of the Subscriber who are individuals (other than a trust or estate) to the extent of their respective shares of the expense so renounced;
(aa) "Flow-Through Subscriber" means each person who executes a Subscription Agreement for FT Units or, if such person executes a Subscription Agreement as a duly authorized agent of one or more principals, each principal of such person;
(bb) "FT Share" has the meaning given above;
(cc) "FT Unit" has the meaning given to it above;
(dd) "FT Unit Issue Price" has the meaning given to it above;
(ee) "Governmental Authorities" means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities:
- (i) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or
- (ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;
(ff) "Governmental Licenses" has the meaning given in Section 4(z);
(gg) "IFRS" means International Financial Reporting Standards;
(hh) "Indemnified Persons" has the meaning given in Section 12;
(ii) "Kliyul Property" means the Kliyul Property located in British Columbia, and as further described in the Public Record;
(jj) "Lien" means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;
(kk) "Mariposa Property" means the Mariposa Property located in Yukon, and as further described in the Public Record;
(ll) "Material Adverse Effect" means any effect or change of the Corporation and the subsidiary or their respective businesses that is or is reasonably likely to be, materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and the subsidiary, taken as a whole, or that is or is reasonably likely to be materially adverse to the completion of the transactions contemplated by this Agreement;
(mm) "Material Agreements" means (a) any contract, commitment, agreement (written or oral), instrument, lease or other document, including any option agreement or licence agreement, to which the Corporation is a party or otherwise bound and which is material to the Corporation and (b) any Debt Instrument, any agreement, contract or commitment to create, assume or issue any Debt Instrument, and any

other outstanding loans to the Corporation from, or any loans by the Corporation to or a guarantee by the Corporation of the obligations of, any other person;

(nn) "Material Properties" means, collectively, the Mariposa Property, the Kliyul Property and the Chuchi Property;
(oo) "NI 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;
(pp) "notice" has the meaning given in Section 18;
(qq) "Offered Securities" has the meaning given to it above;
(rr) "Offering" has the meaning given to it above;
(ss) "Offering Agreements" means, collectively, the Subscription Agreements, the Warrant Indenture and this Agreement;
(tt) "principal business corporation" means a principal-business corporation as defined in subsection 66(15) of the Tax Act;
(uu) "Public Record" means, without limitation, the prospectuses, annual information forms, annual and quarterly financial statements and related management discussion and analysis, offering memoranda, material change reports, press releases and any other documents or reports filed by the Corporation with the Securities Commissions during the 24 months preceding the date hereof and which are available on SEDAR;
(vv) "Registered Plan" means a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered education savings plan, a registered disability savings plan, a deferred profit sharing plan and a tax free savings account, each as defined under the Tax Act;
(ww) "Regulation S" means Regulation S as promulgated by the SEC under the U.S. Securities Act;
(xx) "Resource Expense" means an expense which (i) qualifies as CEE, (ii) qualifies as a Flow-Through Mining Expenditure, (iii) entitles the Flow-Through Subscriber to receive the BC MFTS Tax Credit, and (iv) is incurred or deemed to be incurred on or after the Closing Date and on or before the Termination Date which may be renounced by the Corporation pursuant to subsections 66(12.6) or 66(12.66) of the Tax Act with an effective date not later than December 31, 2022 and in respect of which, but for the renunciation, the Corporation would be entitled to a deduction from income for income tax purposes;
(yy) "SEC" means the United States Securities and Exchange Commission;
(zz) "Securities Commissions" means the securities commissions or similar regulatory authorities in the Selling Jurisdictions;
(aaa) "SEDAR" means the computer system for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format known as the System for Electronic Document Analysis and Retrieval which is available online at www.sedar.com;
(bbb) "Selling Firm" has the meaning given to it above;
(ccc) "Selling Jurisdictions" means each of the provinces and territories of Canada;
(ddd) "Subscriber" means, for the purposes of this Agreement, each person who executes a Subscription Agreement or, if such person executes a Subscription Agreement as a duly authorized agent of one or more principals, each principal of such person;
(eee) "Subscription Agreements" means the agreements entered into by the Corporation with each of the Subscribers for FT Units in respect of the Subscriber's subscription for FT Units in the form and on terms and conditions satisfactory to each of the Corporation and the Underwriters, acting reasonably;
(fff) "Subsidiary" means Pacific Ridge Exploration (US) Inc., the Corporation's wholly-owned sole subsidiary;
(ggg) "Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended, re-enacted or replaced from time to time, including where applicable any specific proposals to amend the Tax Act that are publicly announced by the Minister of Finance (Canada) to have effect prior to the date of this Agreement;
(hhh) "Termination Date" means the date which is the later of December 31, 2023 or such later date as may be permitted pursuant to applicable amendments to the Tax Act as would enable the Corporation to renounce Resource Expenses in an aggregate amount equal to the Commitment Amount with an effective date of renunciation not later than December 31, 2022;
(iii) "TSX-V" means the TSX Venture Exchange;
(jjj) "U.S. Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended;
(kkk) "U.S. Person" means "U.S. person" as defined in Rule 902(k) of Regulation S;
(lll) "U.S. Securities Act" means the United States Securities Act of 1933, as amended;

(mmm)"Underwriters" has the meaning given to it above;

(nnn) "Underwriters' Counsel" means Peterson McVicar LLP;

(ooo) "Underwriters' Fee" has the meaning given to it above;
(ppp) "Warrant" has the meaning given to it above;
(qqq) "Warrant Indenture" has the meaning given to it above; and
(rrr) "Warrant Shares" has the meaning given to it above.

2. Restrictions on Sale

The Underwriters hereby represent, warrant, covenant and agree with the Corporation and acknowledge that the Corporation is relying upon such representations, warranties and covenants, that:

(a) they will not solicit subscriptions for Offered Securities, trade in Offered Securities or otherwise do any act in furtherance of a trade of Offered Securities outside of the Selling Jurisdictions, provided that the Underwriters may so solicit, trade or act within such jurisdictions only if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and does not (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities, (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction, or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction, if any, comparable to and not greater than the liability with respect thereto under the Applicable Securities Laws of one of the Selling Jurisdictions in Canada;
(b) in respect of the offer and sale of the Offered Securities, they will conduct their activities in connection with the Offering and comply with all Applicable Securities Laws and the provisions of this Agreement and the Subscription Agreements;
(c) they are duly registered pursuant to the provisions of the Applicable Securities Laws, and are duly registered or licensed as investment dealers in those jurisdictions in which they are required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Underwriters will act only through members of a selling group who are so registered or licensed;
(d) they shall not make any representation or warranty with respect to the Offered Securities in connection with the Offering, other than as set forth in this Agreement or the Subscription Agreements; and
(e) they will not advertise the proposed sale of the Offered Securities in printed media of general and regular paid circulation, radio or television nor provide or make available to prospective purchasers of Offered Securities any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws.

The parties hereto acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons except that the FT Units, FT Shares and Warrants may be offered and sold in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and the applicable laws of any U.S. state.

3. Delivery of Subscription Agreements

The Underwriters agree to obtain from each Subscriber an executed Subscription Agreement (including the execution of applicable Schedules to such Subscription Agreement) and deliver such Subscription Agreements (including applicable Schedules) to the Corporation on or before the Closing Date. In addition, the Underwriters agree to obtain from each Subscriber such forms and other documents as may be required by the Securities Commissions and provided by the Corporation to the Underwriters for delivery under this Agreement.

The Corporation may not reject any properly completed Subscription Agreement unless the number of Offered Securities subscribed for pursuant to the Subscription Agreements and tendered by the Underwriters exceed the maximum number of Offered Securities to be sold under this Agreement or unless the distribution cannot be completed in accordance with Applicable Securities Laws.

4. Representations and Warranties of the Corporation

The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties, that:

(a) since December 31, 2020, the Corporation has been and is in material compliance with its timely disclosure obligations under Applicable Securities Laws and the rules and regulations of the TSX-V; no confidential material change report has been filed by the Corporation under Applicable Securities Laws that remains confidential at the date hereof; all of the material contracts and agreements of the Corporation not made in the ordinary course of business, if required under the Applicable Securities Laws, have been filed with the Applicable Securities Commissions;
(b) other than as disclosed in the Public Record, since the date of the most recent audited balance sheet (i) there has been no material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, (ii) there have been no transactions entered into by the Corporation which are material with respect to the Corporation, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on any class of its shares;
(c) the Corporation has been duly incorporated and organized and is validly subsisting under the laws of its jurisdiction of formation and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is

carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;

(d) the Corporation has the requisite corporate power, authority and capacity to enter into the Offering Agreements and to perform its obligations under the Offering Agreements and the Corporation has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on or as proposed to be carried on;
(e) the Corporation has authorized share capital consisting of an unlimited number of Common Shares, of which 85,018,790 Common Shares are issued and outstanding as of the date hereof. Other than as disclosed in the Public Record, no person, firm or corporation has any agreement or option, or right or privilege (whether preemptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation;
(f) all of the issued and outstanding securities of the Corporation have been duly and validly authorized and issued and are fully paid and non-assessable shares of the Corporation, and none of the outstanding securities of the Corporation were issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation;
(g) the Corporation's only subsidiary is Pacific Ridge Exploration (US) Inc. (the "Subsidiary") and all of the securities of the Subsidiary are held directly by the Corporation, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims and demands, and the Corporation holds full beneficial ownership of all such shares in the Subsidiary;
(h) The Subsidiary is not a material subsidiary of the Corporation, and has been an inactive shell company since 2017;
(i) the Corporation has full corporate power and authority to issue the Offered Securities, and to incur and renounce to Subscribers for FT Shares, Resource Expenses in an amount equal to the Commitment Amount;
(j) the Offered Securities, at the Closing Time, and the Warrant Shares issuable upon the exercise of the Warrants in accordance with their terms, at the time of issue of the Warrant Shares, shall be duly authorized and upon receipt of payment therefor, validly issued, and with respect to the FT Shares and Warrant Shares, fully paid and non-assessable Common Shares of the Corporation, and the provisions of the FT Shares and Warrant Shares conform in all material respects with their descriptions in this Agreement and the Subscription Agreements;
(k) on or prior to the Closing Time, the forms of the certificates for the Common Shares and Warrants will have been approved by the board of directors of the Corporation and adopted by the Corporation and will comply in all material respects with all legal and stock exchange requirements and will not conflict with the Corporation's by-laws or constating documents;
(l) the FT Shares and Warrant Shares are approved to be listed for trading on the TSX-V, subject to the satisfaction of customary conditions required by such exchange;
(m) at all times prior to the expiry of the Warrants, a sufficient number of Warrant Shares shall be allocated and reserved for issuance upon due exercise of the Warrants in accordance with their terms;
(n) the Corporation is not in material default or material breach of, and the execution and delivery of, and the performance of and compliance with the terms of, the Offering Agreements and the performance of any of the transactions contemplated thereby by the Corporation, do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default: (i) to the best of the Corporation's knowledge, under any applicable laws; (ii) any term or provision of the articles, by-laws or resolutions of the directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or (iii) to the best of the Corporation's knowledge, any judgment, decree, order, statute, rule or regulation applicable to the Corporation;
(o) the Offering Agreements and the performance of the Corporation's obligations under the Offering Agreements have been duly authorized by all necessary corporate action, and the Offering Agreements have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and, with respect to this Agreement, by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;
(p) no approval, authorization, consent or other order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Corporation in connection with the execution and delivery of or with the performance by the Corporation of its obligations under the Offering Agreements, except as required by Applicable Securities Laws and as required by the policies of the TSX-V with regard to the distribution of the Offered Securities, if any, in the Selling Jurisdictions;
(q) the Corporation is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would have a Material Adverse Effect;
(r) the Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods involved, contain no misrepresentations and present fairly in all material respects the financial position, results of operations and

cash flows of the Corporation on a consolidated basis as at the dates of such statements;

(s) the Corporation maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles and maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified under Applicable Securities Laws and to ensure that information required to be disclosed by the Corporation under Applicable Securities Laws is accumulated and communicated to the Corporation's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;
(t) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm's length with, the Corporation is engaged in any material transaction or arrangement with or is a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation, except as disclosed in the Public Record or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation as described in the Public Record;
(u) the Corporation has not incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or contemplated in the Public Record, or (ii) as incurred in the ordinary course of business by the Corporation;
(v) there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the Corporation's knowledge, threatened (and the Corporation does not know of any basis therefor) against, or involving the assets, properties or business of, the Corporation, nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority and to the Corporation's knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments;
(w) PricewaterhouseCoopers, LLP, Chartered Professional Accountants, is independent with respect to the Corporation within the meaning of the rules of professional conduct applicable to auditors in British Columbia and there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with such firm or any other prior auditor of the Corporation;
(x) all tax returns required to be filed by the Corporation on or prior to the date hereof have been filed or deadline extensions in respect thereof have been requested (except in any case in which the failure so to file would not have a Material Adverse Effect on the assets and properties, business, results of operations, prospects or conditions (financial or otherwise) of the Corporation), and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid, other than non-material amounts or those being contested in good faith and for which adequate reserves have been provided, and the Corporation is not a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment thereof; there is no tax deficiency which has been asserted against the Corporation and all material tax liabilities are adequately provided for in accordance with IFRS within the Financial Statements of the Corporation for all periods up to date of latest audited balance sheet; there are no assessments or investigations in progress, pending or, to the knowledge of the Corporation, threatened against the Corporation in respect of taxes; there are no Liens for taxes upon the assets of the Corporation;
(y) the Corporation has conducted and is conducting its business in material compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business and the Corporation has not received any notice of any alleged violation of any such laws, rules and regulations;
(z) to the knowledge of the Corporation, the Corporation possesses such permits, licences, approvals, consents and other authorizations issued by Governmental Authorities (collectively, "Governmental Licences") necessary to conduct the business now operated by it and currently proposed to be operated by it (except in circumstances where the absence of any such license, registration or authorization would not have a Material Adverse Effect on the assets and properties, business, results of operations, prospects or conditions (financial or otherwise) of the Corporation), and all such Governmental Licences are valid and existing and in good standing. The Corporation is in material compliance with the terms and conditions of all such Governmental Licences;
(aa) to the knowledge of the Corporation: (i) the Corporation is not in material violation of any Environmental Laws, (ii) the Corporation has all permits, authorizations and approvals required under any applicable Environmental Laws (except in circumstances where the absence of any such permit, approval or authorization would not have a Material Adverse Effect on the assets and properties, business, results of operations, prospects or conditions (financial or otherwise) of the Corporation) and is in material compliance with their requirements, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Corporation, and there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial

actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings;

(bb) (i) the Corporation is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, "Employment Laws"), (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened with any employee of the Corporation and, to the knowledge of the Corporation, other than as set out in the Public Record, none has occurred during the past year, and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation's facilities and none is currently being negotiated by the Corporation;
(cc) no material existing supplier, manufacturer or contractor of the Corporation has indicated that it intends to terminate its relationship with the Corporation or that it will be unable to meet the Corporation's supply, manufacturing or contracting requirements;
(dd) the Corporation is not in default or breach, in any material respect, of any real property lease, and the Corporation has not received any notice or other communication from the owner or manager of any real property leased by the Corporation that the Corporation is not in compliance with any real property lease, and to the knowledge of the Corporation, no such notice or other communication is pending or has been threatened;
(ee) the Corporation maintains such policies of insurance, issued by responsible insurers, as are appropriate to its operations, property and assets, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets and all such policies of insurance will at Closing continue to be in full force and effect; and the Corporation is not in material default as to the payment of premiums or otherwise, under the terms of any such policy;
(ff) other than as disclosed in its Public Record,
- (i) the Corporation owns various interests in all those properties identified as being owned by the Corporation, or being one in which the Corporation holds an interest, in its Public Record, all interests in natural resource properties of the Corporation are owned, or held by the Corporation with good and marketable title, are in good standing, are valid and enforceable

and are free and clear of any liens, charges, or encumbrances other than net smelter return royalties;

(ii) no other property rights are necessary for the exploration, exploitation, development and production of the mineral deposits on any of the Corporation's material mineral properties; and
(iii) as at the date hereof there are no restrictions on the ability of the Corporation to use, transfer or otherwise exploit such property rights and the Corporation does not know of any claim or basis for a claim that may adversely affect such rights;
(gg) all assessments or other work required to be performed in relation to the mapdesignated mining titles, mining leases and mining concessions comprising the Material Properties, in order to maintain its and their interests in such mineral interests, if any, have been performed to date and the Corporation has complied in all material respects with all applicable governmental laws, regulations and policies in this connection as well as with regard to legal, contractual obligations to third parties in this connection except in respect of mining claims and mining rights that the Corporation intends to abandon or relinquish. All such map-designated mining titles, mining leases and mining concessions are in good standing in all material respects as of the date of this Agreement;
(hh) to the Corporation's knowledge, there are no claims with respect to aboriginal rights which are currently pending or threatened with respect to the Material Properties;
(ii) there are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Corporation has received notice against the mining claims or mining rights of the Corporation, or any part thereof;
(jj) all mineral exploration activities on the properties of the Corporation have been conducted in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(kk) other than as disclosed in the Public Record, the Corporation does not have any loans or other indebtedness outstanding which have been made to or from any of its shareholders, officers, directors or employees or any other person not dealing at arm's length with the Corporation that are currently outstanding;
(ll) other than as disclosed in the Public Record, no officer, director, employee or any other person not dealing at arm's length with the Corporation or, to the knowledge of the Corporation, any associate or affiliate of any such person, owns, has or is entitled to any royalty, net profits interest, carried interest or any other encumbrances or claims of any nature whatsoever which are based on production from the Corporation's properties or assets or any revenue or rights attributed thereto;
(mm) the Corporation does not have outstanding any debentures, notes, mortgages, or other indebtedness that is material to the Corporation;
(nn) each Material Agreement is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Corporation has, in all material respects, performed all obligations in a timely manner under, and is in compliance, in all material respects, with all terms and conditions (including any financial covenants) contained in each Material Agreement. The Corporation is not in material breach, violation or default nor has it received any notification from any party claiming that the Corporation is in material breach, violation or default under any Material Agreement and no other party, to the knowledge of the Corporation, is in material breach, violation or default of any term under any Material Agreement;
(oo) with respect to information set forth in the Public Record: (i) information relating to the Corporation's estimates of mineral resources as at the date they were prepared has been reviewed and verified by the Corporation or independent consultants to the Corporation as being consistent with the Corporation's mineral resource estimates as at the date they were prepared; (ii) the mineral resource estimates have been prepared in accordance with NI 43-101 by or under the supervision of a "qualified person" as defined therein; and (iii) the methods used in estimating the Corporation's mineral resources are in accordance with accepted mineral reserve and mineral resource estimation practices;
(pp) the information contained in, related to or derived from the technical reports is based on or derived from sources that the Corporation reasonably believes to be reliable and accurate in all material respects and represent its good faith estimate that is made on the basis of data derived from such sources, and the Corporation has obtained the written consent to the use of such data from such sources to the extent required;
(qq) the minute books and corporate records of the Corporation contain all material proceedings of the shareholders, the boards of directors and all committees of the boards of directors of each of such entities that have been minuted or resolved and there have been no other meetings, resolutions or proceedings of the shareholders, boards of directors or any committee thereof to the date of review of such corporate records and minute books not reflected in such minute books and other corporate records, other than in respect of the Offering, and those which are not material in the context of such entities, as applicable;
(rr) to the knowledge of the Corporation, no securities commission, stock exchange or comparable authority has issued any order requiring trading in any of the Corporation's securities to cease or preventing the distribution of the Offered Securities in any Selling Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending or contemplated;
(ss) Computershare Investor Services Inc., at its principal office in the City of Vancouver, has been duly appointed as registrar and transfer agent for the Common Shares of the Corporation;
(tt) upon issue, the FT Shares will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and are not and will not be "prescribed shares" or "prescribed rights" within the meaning of section 6202.1 of the regulations to the Tax Act;
(uu) the Corporation is a "principal-business corporation" as defined in subsection 66(15) of the Tax Act and will continue to be a "principal-business corporation" until such time as all of the Resource Expenses required to be renounced under the FT Unit Subscription Agreements have been incurred and validly renounced pursuant to the Tax Act;
(vv) to the best of its knowledge, being the actual knowledge of its directors and senior officers after due enquiry, the Corporation has no reason to believe that it will be unable to incur, on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the Flow-Through Subscribers, effective on or before December 31, 2022, Resource Expenses in an aggregate amount equal to the Commitment Amount and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act;
(ww) the Corporation will not knowingly renounce any Resource Expense to a trust, corporation or partnership with which the Corporation has a prohibited relationship as defined in subsection 66(12.671) of the Tax Act;
(xx) the Corporation shall incur Resource Expenses in an amount equal to the Commitment Amount during the Expenditure Period in accordance with the Subscription Agreements and agrees to renounce to the Flow-Through Subscribers, with an effective date of December 31, 2022, pursuant to subsections 66(12.6) and 66(12.66) of the Tax Act, Resource Expenses in an aggregate amount equal to the Commitment Amount;
(yy) other than as contemplated hereby, there is no person acting at the request of the Corporation who is entitled to any brokerage or agency fee in connection with the sale of the Offered Securities;
(zz) other than as disclosed in the Public Record, there are no shareholders' agreements, voting agreements, investors' rights agreements or other agreements in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation or the operations or affairs of the Corporation;
(aaa) other than as disclosed in the Public Record or in the documents made available to the Underwriters, the Corporation has not entered into any agreements or made any covenants with any parties with respect to the renunciation of CEE, which amounts have not been fully expended and renounced as required under such agreements;
(bbb) the representations and warranties of the Corporation in the Subscription Agreements are true and correct;
(ccc) other than as disclosed in the Public Record or in the documents made available to the Underwriters, the Corporation has not entered into any agreements or made any covenants with any parties that would restrict the Corporation from entering into the Subscription Agreements and agreeing to incur and renounce Resource Expenses in accordance with the Subscription Agreements, nor that would require the renunciation to any other person of Resource Expense prior to the renunciation of the aggregate Commitment Amount in favour of the Subscribers, and the Corporation has no outstanding obligations to incur and renounce Resource Expenses to any persons;
(ddd) the Corporation has not breached any flow-through share agreement to which it is or was a party and, in particular, the Corporation has not failed to incur or renounce expenses which it covenanted to incur or renounce nor has the Minister of National Revenue or the Corporation reduced pursuant to subsection 66(12.73) of the Tax Act any amount renounced by the Corporation;
(eee) the Corporation is a reporting issuer in British Columbia and Alberta, not in default of any requirement under Applicable Securities Laws;
(fff) the information and statements set forth in the Public Record were true, correct and complete in all material respects and did not, as of the date of such information or statements, contain any misrepresentation, untrue statement of a material fact, or omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ggg) since December 31, 2020 to the date hereof, no material fact has arisen, and no material change has occurred, that has not been disclosed in the Public Record; and
(hhh) the operations of the Corporation are and have been conducted at all times in compliance with the anti-money laundering and anti-terrorist laws of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the "Anti-Money Laundering Laws"), and no action, suit or proceeding by or before any court, arbitrator or Governmental Authority involving the Corporation with respect to the Anti-Money Laundering Laws is pending, instituted or, to the knowledge of the Corporation, threatened.

For the purposes of this Section 4, any references to the "Corporation" include the Subsidiary, as applicable.

It is further agreed by the Corporation that all representations, warranties and covenants contained in this Agreement made by the Corporation to the Underwriters shall also be deemed to be made for the benefit of Subscribers as if the Subscribers were also parties to this Agreement (it being agreed that the Underwriters are acting for and on behalf of the Subscribers for this purpose).

5. Covenants of the Corporation

The Corporation covenants with the Underwriters that:

(a) prior to the latest Closing Time, the Corporation shall allow the Underwriters the opportunity to conduct required due diligence and to obtain, acting reasonably, satisfactory results from such due diligence and in particular, the Corporation shall allow the Underwriters and Underwriters' Counsel to conduct all due diligence which the Underwriters may reasonably require in order to confirm the Public Record is accurate, complete and current in all material respects and to fulfill the Underwriters' obligations as a registrant and, in this regard, without limiting the scope of the due diligence inquiries that the Underwriters may conduct, the Corporation shall make available its senior management, directors and auditors to participate in one or more due diligence sessions (the "Due Diligence Sessions") to answer in person any questions that the Underwriters may have, the first such Due Diligence Session to be held prior to the Closing Date, and the Underwriters shall distribute a list of written questions to be answered in advance of such Due Diligence Sessions and the Corporation shall provide written responses to such questions;
(b) if any of the facts or information underlying or supporting the statement provided in the Corporation's Due Diligence Session Responses have changed prior to the latest Closing Time, the Corporation shall provide the Underwriters with prompt notice of the particulars of any such changes;
(c) it will comply, in all material respects, with all the obligations to be performed by it and all of its covenants and agreements, under and pursuant to the Offering Agreements including, without limitation, all covenants and agreements of the Corporation relating to or in respect of the incurring and renouncing of Resource Expense to Subscribers of FT Shares and all reporting obligations relating to the incurring and renouncing of Resource Expense;
(d) during the period commencing on the date of this Agreement and ending at the latest Closing Time, it will promptly provide to the Underwriters, for review by the Underwriters and Underwriters' Counsel, prior to filing or issuance of the same, any proposed public disclosure document, including without limitation, any financial statements of the Corporation, report to shareholders, information circular or any press release or material change report and any press release issued by the Corporation concerning the Offered Securities is to include the following or substantially similar legend:

"NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES."

"This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the

"U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.";

(e) during the period commencing on the date of this Agreement and ending at the latest Closing Time, promptly notify the Underwriters in writing of any of the representations or warranties made by the Corporation in this Agreement being no longer true and correct;
(f) during the period commencing on the date of this Agreement and ending on the latest Closing Time, the Corporation will promptly inform the Underwriters of the full particulars of any material change (actual, anticipated, contemplated or threatened) in the business, affairs, operations, capital or condition (financial or otherwise) of the Corporation or its properties or assets; provided, however, that if the Corporation is uncertain as to whether a material change, change, occurrence or event of the nature referred to in this Section 5(f) has occurred, the Corporation shall promptly inform the Underwriters of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Underwriters as to whether the occurrence is of such a nature;
(g) during the period commencing on the date of this Agreement and ending at the latest Closing Time, the Corporation will promptly inform the Underwriters of the receipt by the Corporation of (i) any communication of a material nature from any Securities Commission or similar regulatory authority, any stock exchange or any other Governmental Authority relating to the Corporation or the distribution of the Offered Securities, and (ii) the issuance by any Securities Commission or similar regulatory authority, any stock exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose;
(h) the Corporation will promptly, and in any event within any applicable time limitation, comply to the reasonable satisfaction of the Underwriters and Underwriters' Counsel with Applicable Securities Laws of the Selling Jurisdictions in which it is a reporting issuer with respect to any material change, change, occurrence or event of the nature referred to in Sections 5(f) and 5(g) above;
(i) the Corporation will use the proceeds from the sale of the FT Shares to incur Resource Expense on the Material Properties; and
(j) as soon as reasonably possible, and in any event by the Closing Date, the Corporation shall take all such steps as may reasonably be necessary to enable the Offered Securities to be offered for sale and sold on a private placement basis to Subscribers in the Selling Jurisdictions through the Underwriters or any other investment dealers or brokers registered in any of the Selling Jurisdictions by way

of the exemptions set forth in Applicable Securities Laws of each of the Selling Jurisdictions.

6. Conditions to the Underwriters' Obligation to Purchase

The obligations of the Underwriters hereunder shall be conditional upon the Underwriters receiving, and the Underwriters shall have the right on the Closing Date on behalf of Subscribers for Offered Securities to withdraw, all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Underwriters receive, on the Closing Date:

(a) a favourable legal opinion dated the Closing Date from Corporation's Counsel, in form and substance satisfactory to the Underwriters, acting reasonably, together with corresponding opinions (where relevant) of local counsel to the Corporation in relation to the laws of the Selling Jurisdictions in which the Offered Securities are sold and on which Corporation's Counsel is not qualified to express opinions;
(b) a favourable legal opinion dated the Closing Date from the Corporation's tax counsel, in form and substance satisfactory to the Underwriters, acting reasonably, that the FT Shares are "flow-through shares" that are not "prescribed shares" for the purposes of the flow-through share provisions of the Tax Act;
(c) a favourable legal opinion dated the Closing Date from the Corporation's tax counsel, in form and substance satisfactory to the Underwriters, acting reasonably, that the FT Shares and Warrants will be qualified investments for Registered Plans, except if the issuer is a connected person under the particular Registered Plan for the purposes of the Tax Act;
(d) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Underwriters, acting reasonably, with respect to the constating documents of the Corporation, solvency, all resolutions of the board of directors of the Corporation relating to this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters may reasonably request;
(e) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that:
- (i) the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied in all material respects at or prior to the Closing Time;
- (ii) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct in all material respects at the Closing Time with the same force and effect as if

made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement;

(iii) the Due Diligence Session Responses provided by the Corporation at the Due Diligence Session are true and correct in all material respects and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(iv) the Corporation has made and/or obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Subscription Agreements, the offering and sale of the Offered Securities and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date); and
(v) no order, ruling or determination having the effect of suspending the sale or cease trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority.

The foregoing conditions contained in this Section 6(a), (b), (c), (d), and (e) are for the sole benefit of the Underwriters and may be waived in whole or in part by the Underwriters at any time and without limitation. If any of the foregoing conditions have not been met at Closing Time, the Underwriters may terminate their obligations under this Agreement without prejudice to any other remedies it may have and the Underwriters shall have the right on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers.

7. Deliveries and Underwriters' Fee

The sale of the Offered Securities shall be completed (the "Closing") at the Closing Time at the offices of Corporation's Counsel in Vancouver, British Columbia or at such other place as the Corporation and the Underwriters may agree. At Closing Time, the Corporation shall deliver to the Underwriters:

(a) the opinions, certificates and agreements referred to in Section 6 and all other documents required to be provided by the Corporation to the Underwriters pursuant to this Agreement and the Subscription Agreements;
(b) definitive certificates representing the FT Shares and Warrants purchased from it registered in the name of each Subscriber or in such other name or names as the Underwriters may direct the Corporation in writing not less than 24 hours prior to the Closing Time; provided that, alternatively, if requested by the Underwriters, at the Closing Time the Corporation shall duly and validly deliver in uncertificated

form to the Underwriters, or in any manner directed by the Underwriters in writing, the FT Shares and Warrants purchased from it, registered in the name of "CDS & CO." or such other name or names as the Underwriters may direct the Corporation in writing not less than 24 hours prior to the Closing Time;

(c) lock-up agreements in favour of the Underwriters from each of the directors and officers of the Corporation in form and substance satisfactory to Red Cloud and the Corporation, acting reasonably, evidencing such director's or officer's agreement not to, without the prior written consent of Red Cloud, such consent not to be unreasonably withheld, delayed or conditional, offer, sell or resell any Common Shares of the Corporation or financial instruments or securities convertible into or exercisable or exchangeable for Common Shares of the Corporation held by it or agree to or announce any such offer or sale for a period of four months and one day following the Closing Date, except in connection with: (i) the exercise of previously issued options or other convertible securities; (ii) transfers among a shareholder's affiliates for tax or other planning purposes; (iii) transfers to a charitable organization to a bona fide gift; (iv) a tender or sale by a shareholder of securities of the Corporation in or pursuant to a take-over bid, merger, plan of arrangement or similar transaction involving a change of control of the Corporation; or (v) a sale to generate funds necessary to pay for the exercise of stock options;
(d) the Corporation's receipt for payment by the Underwriters of an amount equal to the aggregate purchase price for the Offered Securities sold pursuant to the Offering to Subscribers, less an amount equal to the Underwriters' Fee and the costs and expenses of the Underwriters provided for in Section 8;
(e) all duly completed Subscription Agreements tendered by the Subscribers for the Offered Securities being issued and sold and, where applicable, all completed forms, schedules and certificates contemplated by the Subscription Agreements;
(f) certificates evidencing the Compensation Warrants as directed by the Underwriters; and
(g) such further documentation as may be contemplated by this Agreement or as Underwriters' Counsel or the applicable regulatory authorities may reasonably require.

8. Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Offered Securities and all expenses of or incidental to all other matters in connection with the offering of the Offered Securities shall be borne by the Corporation including, without limitation, all fees and disbursements of all legal counsel to the Corporation (including U.S., foreign and local counsel), all fees and disbursements of the Corporation's accountants and auditors, all expenses related to road shows and marketing activities to a maximum of $2,500 without the prior consent of the Corporation, all printing costs incurred in connection with the offering of the Offered Securities, including certificates, if any, representing the Offered Securities, all filing fees, all fees and expenses relating to listing the Offered Securities on any exchanges, all fees and expenses of the Corporation's auditors and road show consultants, all transfer agent and warrant agent fees and expenses, and, to a maximum of $50,000 (exclusive of taxes and disbursements), the reasonable fees, taxes and disbursements of Underwriters' Counsel, as set out in the Engagement Letter.

9. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

The obligation of the Underwriters to purchase the Securities at the Closing Time shall be several and not joint nor joint and several, and each of the Underwriters shall be obligated to purchase only that percentage of the Securities set out opposite the name of such Underwriter below.

Name of Underwriter	Syndicate Position
Red Cloud Securities Inc.	70%
M Partners Inc.	15%
Beacon Securities Limited	15%

(b) Purchases by Other Underwriters

Subject to Section 9(c), in the event that any of the Underwriters shall fail to purchase its applicable percentage of the Common Shares at the Closing Time, the other shall have the right, but shall not be obligated, to purchase all of the percentage of the Offered Securities which would otherwise have been purchased by such Underwriter which is in default. In the event that such right is not exercised, the others which are not in default shall be relieved of all obligations to the Corporation under this Agreement, and the obligations of the Corporation under this Agreement shall be automatically terminated.

(c) Exercise of Termination Rights

In the event that one but not all of the Underwriters shall exercise its right of termination under Section 11, the other shall have the right, but shall not be obligated, to purchase all of the percentage of the Offered Securities, as the case may be, which would otherwise have been purchased by such Underwriters which have so exercised their right of termination.

(d) Pro Rata Division if More Demand

In the circumstances contemplated by Section 9(b) or (c) above, if the amount of the Offered Securities which the remaining Underwriter wish, but are not obliged, to purchase exceeds the amount of the Offered Securities which would otherwise have been purchased by an Underwriter which is in default (in the case of Section 9(b) above), or which remain available for purchase (in the case of Section 9(c) above), such Offered Securities shall be divided pro rata among the Underwriters desiring to purchase such Offered Securities in proportion to the percentage of Offered Securities, as the case may be, which such Underwriters have agreed to purchase as set out in Section 9(a).

(e) No Obligation to Sell Less than All; Further Liability

Nothing in this Section 9 shall oblige the Corporation to sell to the Underwriters less than all of Offered Securities, as the case may be, or relieve from liability to the Corporation any Underwriter which may be in default. In the event of the termination of the Corporation's obligations under this Agreement, there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or may arise under Section 11(e), Section 12 and Section 13.

(f) Several Obligation

The obligations of the Underwriters herein are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

10. Restrictions on Offerings

During the period beginning on the Closing Date and ending on the date that is 120 days after the Closing Date, the Corporation shall not, directly or indirectly, without the prior written consent of Red Cloud, in its sole discretion, such consent not to be unreasonably withheld, delayed or conditional, sell, offer to sell, issue, grant any option, warrant or other right for the sale or issuance of, or otherwise lend, transfer, assign or dispose of (including without limitation by making any short sale, engaging in any hedging, monetization or derivative transaction or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or other securities of the Corporation or securities convertible into, exchangeable for, or otherwise exercisable into Common Shares or other securities of the Corporation, whether or not cash settled), in a public offering or by way of private placement or otherwise, any Common Shares or other securities of the Corporation or any securities convertible into, exchangeable for, or otherwise exercisable into Common Shares or other securities of the Corporation, or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, other than the grant of options or the issuance of Common Shares pursuant to any stock option plan or other stock incentive plan in existence on the date of the Engagement Letter, the issuance of Common Shares pursuant to exercise of outstanding stock options or warrants, the issuance of Common Shares pursuant to any commitments under property option or acquisition agreements, either existing as of the date of the Engagement Letter or entered into in the future, or securities issued with respect to an arm's length merger or business combination (whether by plan of arrangement or otherwise), acquisition or strategic partnering.

11. Rights of Termination

Each Underwriter shall be entitled, at its sole option, to terminate and cancel, without any liability on the part of such Underwriter, all of its obligations (and those of any Subscribers arranged by it) under this Agreement, by written notice to that effect given to the Corporation at or prior to the Closing Time, if at any time prior to the Closing:

(a) in the opinion of the Underwriters, acting reasonably, there shall have occurred any material change or change in material fact in relation to the Corporation or there shall be discovered any previously undisclosed material fact in each case which would be expected to result in a material adverse change in relation to the Corporation or have a Material Adverse Effect on the market price or value of the Common Shares;
(b) any inquiry, action, investigation or other proceeding (whether formal or informal) is made, announced or threatened or any order is issued by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency, regulatory authority or other instrumentality including, without limitation, the TSX-V or any securities regulatory authority involving the Corporation's securities, directors or officers (except for any inquiry, action, investigation or other proceeding based upon activities of the Underwriters and not upon activities of the Corporation) or any law or regulation is enacted or changed which, in the opinion of the Underwriters, acting reasonably, prevents or restricts trading in or the distribution of the Common Shares or materially and adversely affects or might reasonably be expected to have a Material Adverse Effect on the market price or value of the Common Shares;
(c) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including terrorism) or any law or regulation which, in the opinion of the Underwriters, acting reasonably, materially adversely affects or involves, or might reasonably be expected to have a Materially Adversely Effect or involve, the financial markets or the business, operations or affairs of the Corporation and its subsidiaries, taken as a whole;
(d) the Underwriters become aware of, as a result of their due diligence review or otherwise, of any material adverse change, or a change in any material fact with respect to the Corporation which has not been disclosed to the Underwriters prior to the date hereof and might, in the sole opinion of the Underwriters, acting reasonably, materially adversely affect the market price of the Common Shares or quality of the investment; and
(e) the Corporation is in material breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false.

The rights of termination contained in this Section 11 may be exercised by the Underwriters (or any one of them) and are in addition to any other rights or remedies the Underwriters (or any one of them) may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by an Underwriter, there shall be no further liability on the part of such Underwriter to the Corporation or on the part of the Corporation to such Underwriter except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions of the Corporation prior to such termination and in respect of Sections 8, 12, 13, 14, 16 and 18.

12. Indemnity

The Corporation hereby agrees to indemnify and hold the Underwriters and the directors, officers, employees, agents and shareholders of the Underwriters (hereinafter referred to as the "Personnel") harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Underwriters, to which the Underwriters and/or their Personnel may become subject or otherwise involved (other than in their capacity as an acquiror of FT Shares as principal) under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Underwriters and their Personnel hereunder or otherwise in connection with the matters referred to in the letter to which this is attached, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(a) the Underwriters or their Personnel have been negligent or dishonest, engaged in willful misconduct or have committed any fraudulent act in the course of such performance; and
(b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the negligence, dishonesty or fraud referred to in (a).

If for any reason (other than the occurrence of any of the events itemized in (a) and (b) above), the foregoing indemnification is unavailable to the Underwriters or insufficient to hold it harmless, then the Corporation shall contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Underwriters on the other hand but also the relative fault of the Corporation and the Underwriters, as well as any relevant equitable considerations, provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Underwriters hereunder pursuant to this Agreement.

The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Underwriters by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Corporation and/or the Underwriters and any Personnel of the Underwriters shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred at competitive rates by their Personnel in connection therewith shall be paid by the Corporation as they occur, provided that in no circumstances will the Corporation be required to pay the fees and expenses of more than one legal counsel for all of the Underwriters and the Personnel (collectively the "Indemnified Persons"), unless:

(i) the Corporation and the Underwriters have mutually agreed to the retention of more than one legal counsel for the Indemnified Persons; or
(ii) the Indemnified Persons have or any of them has been advised in writing by legal counsel that representation of all of the Indemnified Persons by the same legal counsel would be inappropriate due to actual or potential differing interests between them.

Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Underwriters will notify the Corporation in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed.

The indemnity and contribution obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to the Personnel and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation, the Underwriters and any of the Personnel.

13. Survival of Representations and Warranties

The indemnities, agreements, representations, warranties and other statements of the Corporation, as set forth in this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results of any investigation) made by or on behalf of the Underwriters and shall survive delivery of and payment for the Offered Securities or the termination of such Underwriter's obligations under this Agreement for a period of thirty (30) months following the Closing Date, other than the representations and warranties relating to any tax matters which shall survive until the 90th day following the date upon which the liability to which any such tax matter may relate is barred by all applicable laws. The agreements, representations, warranties and other statements of the Underwriter, as set forth in this Agreement shall remain in full force and effect, regardless of any investigation (or any statement as to the results of any investigation) made by or on behalf of the Underwriters and shall survive in full force and effect for the benefit of the Corporation for a period of thirty (30) months following the Closing Date.

14. Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

15. Time

Time is of the essence in the performance of the parties' respective obligations under this Agreement.

16. Entire Agreement

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings with respect to the subject matter hereof, including for greater certainty the Engagement Letter.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in the Province of British Columbia.

18. Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "notice") shall be in writing addressed as follows:

If to the Corporation, addressed and sent to:

Pacific Ridge ExplorationVancouver, BC V6E 3V6	Ltd.1111 Melville Street, Suite 1100
		Redacted for confidentialpurposes
Email:Attention:

In case of any notice to the Corporation, with a copy to:

Jeffrey T.K. Fraser Law Corporation
1710 - 1177 West Hastings Street
Vancouver, BC V6E 2L3

Email: Attention: Redacted for confidential purposes

If to the Underwriters, addressed and sent to:

Red Cloud Securities Inc.

120 Adelaide St. West, Suite 1400 Toronto, ON M5H 1T1

Attention: Email: Redacted for confidential purposes

In case of any notice to the Underwriters, with a copy (which shall not constitute notice) to:

Peterson McVicar LLP 18 King Street East, Suite 902 Toronto, ON M5C 1C4

Attention: Email:

Redacted for confidential purposes

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 18. Each notice shall be personally delivered to the addressee or sent by email to the addressee. A notice which is personally delivered or delivered by email shall, if delivered prior to 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

19. Counterparts

This Agreement may be executed and delivered in counterparts, each of which, when executed and delivered, will be deemed an original and taken together will constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or transmitted electronically in legible form, including, without limitation, in a tagged image format file (TIFF) or portable document format (PDF), shall be equally as effective as delivery of a manually executed counterpart of this Agreement.

[remainder of page intentionally left blank]

32 - If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Underwriters upon which this letter as so accepted shall constitute an Agreement among us.

Yours very truly,

RED CLOUD SECURITIES INC.

Per: "Bruce Tatters"

Name: Bruce Tatters Title: Chief Executive Officer I have authority to bind the Corporation

M PARTNERS INC.

Per: "Steve Isenberg"

Name: Title: I have authority to bind the Corporation Steve Isenberg CEO

BEACON SECURITIES LIMITED

Per: "Daniel Belchers" Name: Daniel Belchers Title: Managing Director, Investment Banking I have authority to bind the Corporation

Accepted and agreed to effective as of the date of this Agreement.

PACIFIC RIDGE EXPLORATION LTD.

Per: "Blaine Monaghan"

Name: Blaine Monaghan Title: President and Chief Executive Officer I have authority to bind the Corporation

AI assistant

Pacific Ridge Exploration Ltd. Capital/Financing Update 2022

43700_rns_2022-12-19_a0937bce-1520-48bc-b371-9c2fb5a66172.pdf

UNDERWRITING AGREEMENT

Re: Private Placement of "Flow-Through" Units

1. Definitions

2. Restrictions on Sale

3. Delivery of Subscription Agreements

4. Representations and Warranties of the Corporation

5. Covenants of the Corporation

"NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES."

6. Conditions to the Underwriters' Obligation to Purchase

7. Deliveries and Underwriters' Fee

8. Expenses

9. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Other Underwriters

(c) Exercise of Termination Rights

(d) Pro Rata Division if More Demand

(e) No Obligation to Sell Less than All; Further Liability

(f) Several Obligation

10. Restrictions on Offerings

11. Rights of Termination

12. Indemnity

13. Survival of Representations and Warranties

14. Severability

15. Time

16. Entire Agreement

17. Governing Law

18. Notice

19. Counterparts

RED CLOUD SECURITIES INC.

M PARTNERS INC.

BEACON SECURITIES LIMITED

PACIFIC RIDGE EXPLORATION LTD.

AI assistant

Pacific Ridge Exploration Ltd. — Capital/Financing Update 2022

43700_rns_2022-12-19_a0937bce-1520-48bc-b371-9c2fb5a66172.pdf

UNDERWRITING AGREEMENT

Re: Private Placement of "Flow-Through" Units

1. Definitions

2. Restrictions on Sale

3. Delivery of Subscription Agreements

4. Representations and Warranties of the Corporation

5. Covenants of the Corporation

"NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES."

6. Conditions to the Underwriters' Obligation to Purchase

7. Deliveries and Underwriters' Fee

8. Expenses

9. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Other Underwriters

(c) Exercise of Termination Rights

(d) Pro Rata Division if More Demand

(e) No Obligation to Sell Less than All; Further Liability

(f) Several Obligation

10. Restrictions on Offerings

11. Rights of Termination

12. Indemnity

13. Survival of Representations and Warranties

14. Severability

15. Time

16. Entire Agreement

17. Governing Law

18. Notice

19. Counterparts

RED CLOUD SECURITIES INC.

M PARTNERS INC.

BEACON SECURITIES LIMITED

PACIFIC RIDGE EXPLORATION LTD.

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Pacific Ridge Exploration Ltd. Capital/Financing Update 2022