AGENCY AGREEMENT

July 8, 2025

Pecoy Copper Limited
161 Bay Street, Unit 2700
Toronto, Ontario
M5J 2S1

Attention: Vincent Metcalfe, President & Director

Priyanka Capital Inc.
701 595 Howe Street
Vancouver, British-Columbia
V6C 2T5

Attention: Robert Dubeau, President, CEO and Director

Dear Madam/Sir:

The undersigned, Canaccord Genuity Corp. (the “Lead Agent”), together with BMO Nesbitt Burns Inc. (“BMO”), Cormark Securities Inc. (“Cormark”), Desjardins Securities Inc. (“Desjardins”), Haywood Securities Inc. (“Haywood”), National Bank Financial Inc. (“NBF”), Scotia Capital Inc. (“Scotia”), Ventum Capital Corp. (“Ventum”) and 3L Capital Inc. (together with the Lead Agent and BMO, Cormark, Desjardins, Haywood, NBF, Scotia and Ventum, the “Agents”), understand that Pecoy Copper Limited (the “Corporation”) proposes to issue and sell up to 92,000,000 subscription receipts of the Corporation (the “Subscription Receipts” and each, individually, a “Subscription Receipt”) at a price of $0.60 per Subscription Receipt (the “Offering Price”) on a “best efforts” private placement basis for aggregate gross proceeds of up to $55,200,000 (the “Offering”).

The Corporation also hereby grants the Agents an option (the “Agents’ Option”), which may be exercised at the Agents’ sole discretion and without obligation, to purchase up to an additional 13,800,000 Subscription Receipts at the Offering Price for additional gross proceeds of up to $8,280,000. The Agents’ Option shall be exercisable by the Lead Agent, on behalf of the Agents, at any time on or before the Closing Date (as defined below), after which time the Agents’ Option shall be void and of no further force and effect. If exercised, any Subscription Receipts issued upon exercise of the Agents’ Option shall form part of the Offering for the purposes of this Agreement. Unless the context otherwise requires, all references to the “Offering” and “Subscription Receipts” shall include any securities issued in connection with the exercise of the Agents’ Option. The Agents further understand that the Corporation and Priyanka Capital Inc. (“Priyanka”) have entered into a business combination agreement dated July 3, 2025 (the “Definitive Agreement”) in respect of a proposed reverse take-over transaction (the “Reverse Take-Over”). The Reverse Take-Over will be implemented by way of a “three-cornered” amalgamation whereby, among other things, 1001283691 Ontario Inc., a wholly-owned subsidiary of Priyanka (“Priyanka Subco”), will amalgamate with the Corporation pursuant to the Definitive Agreement. As a result of such amalgamation, the securityholders of the Corporation will become securityholders of Priyanka (which will be renamed “Pecoy Copper Corp.” or such other name as is agreed to by the Corporation and Priyanka) (such corporation referred to herein as the “Resulting Issuer”). In the context of the Reverse Take-Over, the Resulting Issuer will

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apply to have the Resulting Issuer Common Shares (as defined below) listed for trading on the TSX Venture Exchange ("TSXV").

The Agents further understand that:

(i) on May 27, 2025, the Corporation entered into:

(a) an acquisition agreement (the "Pembrook Purchase Agreement") with Pembrook Copper Corp. ("Pembrook") and 1540646 B.C. Ltd. ("AcquisitionCo"), pursuant to which the Corporation has agreed to acquire all of the issued and outstanding shares of Pembrook (which is, among other things, the registered holder of 29,531,045 shares in the capital of Pecoy Sociedad Minera S.A.C. ("Pecoy Peru"), representing 76.385% of the outstanding shares of Pecoy Peru);

(b) a purchase agreement (the "CCV Purchase Agreement") with Camila Carlessi Vargas, pursuant to which the Corporation has agreed to acquire 3,971,781 shares in the capital of Pecoy Peru, representing 10.273% of the outstanding shares of Pecoy Peru;

(c) a share exchange agreement (the "Share Exchange Agreement") with Copper X Mining Corp. ("Copper X") and the shareholders of Copper X, pursuant to which the Corporation has agreed to acquire all of the issued and outstanding shares of Copper X; and

(d) an option agreement (the "MCV Option Agreement" and collectively with the Pembrook Purchase Agreement, the CCV Purchase Agreement and the Share Exchange Agreement, the "Acquisition Agreements") with Carlos Mauricio Carlessi Vargas, pursuant to which the Corporation has been granted the sole and exclusive right and option (the "MCV Option") to acquire 5,158,152 shares in the capital of Pecoy Peru, representing 13.342% of the outstanding shares of Pecoy Peru, during the period commencing on January 2, 2026 and ending on January 31, 2026 (subject to the prior closing of the Reverse Take-Over).

(ii) Pecoy Peru is the registered holder of the concessions set out in Schedule B1 attached hereto (the "Pembrook Claims");

(iii) Pecoy Peru is the owner of 12,611,087 shares in the capital of Pembrook Copper S.A.C. ("Pemco"), representing 99.9% of the outstanding shares of Pemco; Dan Innes is the registered holder of one (1) share of Pemco;

(iv) Pemco is a party to the "Authorization Agreement for the Use and Enjoyment of Surface Lands for Mining Purposes and Other Agreements" signed with the Arirahua Community, formalized by public deed dated October 28, 2018;

(v) Pembrook owns 27,650,469 shares in the capital of Torion Mining S.A.C. ("Torion"), representing 99.9% of the outstanding shares of Torion; Dan Innes is the registered holder of one (1) share of Torion;

(vi) Torion is the registered holder of the concessions set out in Schedule B2 attached hereto (the "Tororume Claims");

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(vii) Minera Andina de Exploraciones S.A.A. and its subsidiary, S.M.R.L. Rosita No. 1 de Arequipa (collectively, "Minandex") are the registered holders of the concessions set out in Schedule B3 attached hereto (the "Rosita Claims");

(viii) on February 7, 2025, Aija Resources S.A.C. ("Copper X Peru") and Minandex entered into an option agreement (the "Rosita Option Agreement") pursuant to which Copper X Peru has the option to acquire 100% of the Rosita Claims (the "Rosita Option");

(ix) Copper X owns 2,999 shares in the capital of Copper X Peru, representing 99.99% of the outstanding shares of Copper X Peru; Luis Zapata is the registered holder of one (1) share of Copper X Peru;

(x) upon (i) completion all transactions contemplated by the Pembrook Purchase Agreement, the CCV Purchase Agreement and the Share Exchange Agreement, (ii) the exercise by the Corporation of the MCV Option, and (iii) the exercise of the Rosita Option by Copper X Peru, the Corporation will own, directly and indirectly, a 100% interest in the Pecoy Project (as defined below); and

(xi) on June 2, 2025, Priyanka implemented a consolidation (the "Consolidation") of its common shares on the basis of 100 pre-consolidation common shares for every one (1) post-consolidation common share (the "Priyanka Shares").

The Subscription Receipts will be created pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") among the Corporation, Priyanka, the Lead Agent, on its own behalf and on behalf of the other Agents, and Computershare Trust Company of Canada, as subscription receipt agent (the "Subscription Receipt Agent"), to be dated as of the Closing Date. In case of any inconsistency between the description of the Subscription Receipts in this Agreement and the terms of the Subscription Receipts as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement shall govern.

Each Subscription Receipt will, upon the satisfaction of the Escrow Release Conditions (as defined below), and without payment of any additional consideration or further action on the part of the holders of the Subscription Receipts, be automatically converted into one (1) common share of the Corporation (the "Common Shares") and immediately thereafter, in connection with the completion of the completion of the Reverse Take-Over, each Common Share will be automatically exchanged for a common share of the Resulting Issuer (the "Resulting Issuer Common Shares").

Upon Closing (as defined below), the gross proceeds from the Offering (including, for greater certainty, the President's List Proceeds) less 50% of the Agents' Commission (as defined below) and all of the estimated expenses payable to the Agents at the Closing Time (as defined below) (the "Escrowed Proceeds"), will be delivered to, held and invested by the Subscription Receipt Agent pursuant to the terms of the Subscription Receipt Agreement (the Escrowed Proceeds, together with all interest and income earned thereon, are referred to herein as the "Escrowed Funds").

Upon satisfaction or waiver (to the extent such waiver is permitted) of the following conditions, pursuant to the Subscription Receipt Agreement, from the Corporation, Priyanka and the Lead Agent, on behalf of the Agents, on or prior to 5:00 pm (Toronto time) on the Termination Date (as defined below):

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(i) written confirmation from each of the Corporation and Priyanka that: (A) all conditions precedent to the completion of the Reverse Take-Over have been satisfied or waived, other than the release of the Escrowed Funds (including the escrowed portion of the Agents' Commission) and the closing of the Reverse Take-Over will be completed forthwith upon release of the Escrowed Funds; and (B) no material terms of the Definitive Agreement have been modified and/or waived (unless such modifications or waivers have been consented to by the Lead Agent on behalf of the Agents);

(ii) the receipt of all required corporate, shareholder, third-party and regulatory approvals in connection with the Offering, the Reverse-Takeover and the Exchange Listing, including, without limitation, the Resulting Issuer Common Shares (including the Resulting Issuer Common Shares issued in exchange for the Common Shares upon completion of the Reverse Take-Over) being conditionally approved for listing on the TSXV, any relevant listing documents having been accepted for filing with the TSXV and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Escrowed Funds and customary conditions necessary to obtain final approval from the TSXV for such listing;

(iii) the completion or the satisfaction of all conditions precedent to the Reverse Take-Over, substantially in accordance with the definitive agreements relating to the Reverse Take-Over, to the satisfaction of the Lead Agent on behalf of the Agents;

(iv) the completion or the satisfaction of all conditions precedent to the Acquisition Agreements, except for the cash payments required to be made thereunder and the satisfaction of the Escrow Release Conditions (as defined below);

(v) each of the Corporation, Priyanka and the Resulting Issuer shall not be in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement or this Agreement, except (in the case of this Agreement only) for those breaches or defaults that have been waived by the Lead Agent, on behalf of the Agents, and all conditions set out in this Agreement shall have been fulfilled, which shall all be confirmed to be true in a certificate of a senior officer of each of the Corporation and Priyanka;

(vi) delivery to the Lead Agent, on its own behalf and on behalf of the Agents, of a legal opinion of counsel to the Corporation that the Resulting Issuer Common Shares issued in exchange for the Common Shares under the Reverse Take-Over will not be subject to a hold period under applicable securities laws; and

(vii) the Corporation and the Lead Agent, on its own behalf and on behalf of the Agents, shall have delivered a joint release notice and direction (the "Release Notice") to the Subscription Receipt Agent in accordance with the terms of the Subscription Receipt Agreement confirming that the conditions set forth in (i) through (vi) have been satisfied or waived (conditions (i) through (vii) are collectively referred to herein as the "Escrow Release Conditions"),

(A) the Subscription Receipt Agent shall release and pay from the Escrowed Funds (i) to the Lead Agent, on behalf of the Agents, 50% of the Agents' Commission and all expenses of the Agents not previously paid to the Agents which are payable under Section 17 of this Agreement and (ii) to the Corporation, all remaining Escrowed Funds (less any amount payable to the Subscription Receipt Agent in accordance with the Subscription Receipt Agreement), and (B) each

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Subscription Receipt shall be automatically exchanged for a Common Share, which will be immediately exchanged for a Resulting Issuer Common Share.

Upon the satisfaction of the Escrow Release Conditions, and as a condition precedent to the execution of a Release Notice, the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers as may be acceptable to the Lead Agent, acting reasonably) and the Chief Executive Officer and Chief Financial Officer of Priyanka (or such other officers as may be acceptable to the Lead Agent, acting reasonably) shall certify to the Agents that the Escrow Release Conditions have been satisfied or been waived (the "Escrow Release Certificate").

If the Escrow Release Conditions are not satisfied or waived prior to the Termination Date, each Subscription Receipt shall be automatically terminated and cancelled and each Purchaser (as defined below) whose proceeds form part of the Escrowed Proceeds shall be entitled to receive out of the Escrowed Funds an amount equal to the Offering Price in respect of any such Purchaser's Subscription Receipts, together with any such Purchaser's pro rata share of all interest and other income earned thereon, less applicable withholding taxes, if any, and, to the extent that the Escrowed Funds are not sufficient to return the aggregate Offering Price to the Purchasers whose funds formed part of the Escrowed Proceeds, the Corporation shall contribute such amounts as are necessary to satisfy any shortfall.

The description of the Subscription Receipts herein is a summary only and is subject to the specific attributes and detailed provisions of the Subscription Receipts set forth in the Subscription Receipt Agreement. In the case of any inconsistency between the description of the Subscription Receipts in this Agreement and the terms and conditions of the Subscription Receipts set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement shall govern.

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Corporation hereby appoints the Agents, as the Corporation's exclusive agents, to offer for sale by way of private placement on a "best efforts" basis, without underwriter liability, the Subscription Receipts to be issued and sold pursuant to the Offering and the Agents agree to arrange for purchasers of the Subscription Receipts in the Designated Jurisdictions (as defined below) or as otherwise agreed by the Agents and the Corporation, through private placements or other offerings on an exempt basis and provided that the Corporation shall not be obligated to file a registration statement, prospectus or similar disclosure document within or outside of Canada.

The Agents shall be entitled to appoint other registered dealers acceptable to the Corporation ("Selling Firms"), acting reasonably, as agents to assist in the Offering and the Agents shall determine the remuneration payable to such Selling Firms, such remuneration to be the sole responsibility of the Agents.

Definitions. In this Agreement, in addition to the terms defined above and elsewhere herein, the following terms shall have the following meanings:

"affiliate", "associate", "distribution", "misrepresentation", "material fact" and "material change" shall have the respective meanings ascribed thereto in the Securities Act (Ontario).

"AcquisitionCo" has the meaning ascribed to such term above.

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"Acquisition Agreements" has the meaning ascribed to such term above.

"Agents" has the meaning ascribed to such term above.

"Agents' Commission" has the meaning ascribed thereto in Section 16(a).

"Agents' Option" has the meaning ascribed to such term above.

"Agreement" means this agreement resulting from the acceptance by the Corporation and Priyanka of the offer made by the Agents hereby, including all schedules hereto, as amended or supplemented from time to time.

"BCBCA" means the Business Corporations Act (Ontario).

"BMO" has the meaning ascribed to such term above.

"Business Day" means a day which is not a Saturday, Sunday or statutory or civic holiday in the City of Toronto, Ontario.

"Canadian Securities Laws" means the Securities Laws of each of the Provinces and Territories of Canada.

"Canadian Securities Regulators" means the securities commission or similar regulatory authority in each of the each of the Provinces and Territories of Canada.

"CCV Purchase Agreement" has the meaning ascribed to such term above.

"CDS" means CDS Clearing and Depository Services Inc.

"Claim" shall have the meaning ascribed thereto in Section 19 of this Agreement.

"Closing" means the completion of the purchase and sale of the Subscription Receipts on the Closing Date as contemplated by this Agreement and the Subscription Agreements.

"Closing Date" means July 8, 2025 or such other date as agreed between the Corporation and the Lead Agent.

"Closing Time" means 10:00 a.m. (Toronto time) on the Closing Date or such other time on such Closing Date as the Corporation and the Lead Agent may agree.

"Common Shares" has the meaning ascribed to such term above.

"Consolidation" has the meaning ascribed to such term above.

"Contract" means all agreements, contracts or commitments of any nature, written or oral, including, for greater certainty and without limitation, leases, loan documents and security documents.

"Copper X" has the meaning ascribed to such term above.

"Copper X Peru" has the meaning ascribed to such term above.

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"Cormark" has the meaning ascribed to such term above.

"Corporation" has the meaning ascribed to such term above.

"Corporation Material Adverse Effect" means the effect resulting from any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, fact, violation, inaccuracy, circumstance, or state of affairs that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, prospects, or condition (financial or otherwise) of the Corporation.

"Definitive Agreement" has the meaning ascribed to such term above.

"Desjardins" has the meaning ascribed to such term above.

"Designated Jurisdictions" means, collectively, each of the provinces and territories of Canada, the United States, and such other jurisdictions as the Corporation and the Agents may agree.

"Directed Selling Efforts" means "directed selling efforts" as defined in Rule 902(c) of Regulation S under the U.S. Securities Act.

"Engagement Letter" means the letter agreement dated as of June 5, 2025 between the Corporation and the Lead Agent relating to the Offering.

"Environmental and Health Laws" has the meaning ascribed thereto in Section 9(z).

"Escrow Release Certificate" has the meaning ascribed to such term above.

"Escrow Release Conditions" has the meaning ascribed to such term above.

"Escrow Release Deadline" means October 6, 2025, or such later date as may be agreed to among the Lead Agent, on behalf of the Agents, the Corporation and Priyanka.

"Escrowed Funds" has the meaning ascribed to such term above.

"Escrowed Proceeds" has the meaning ascribed to such term above.

"Escrow Release Certificate" has the meaning ascribed to such term above.

"General Advertising" and "General Solicitation" have the respective meanings ascribed to such terms in Rule 502(c) of Regulation D under the U.S. Securities Act, and includes, but is not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine, similar media or on the internet or broadcast over radio, television or on the internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

"Governmental Authority" means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative,

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judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.

"Government Official" means: (a) any official, officer, employee or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any salaried political party official, elected member of political office or candidate for political office, or (c) any company, business, enterprise or other entity owned or controlled by any Person described in the foregoing clauses.

"Grantors" has the meaning ascribed thereto in the Rosita Option Agreement.

"Haywood" has the meaning ascribed to such term above.

"Hazardous Substances" has the meaning ascribed thereto in Section 9(z).

"including" means including without limitation.

"IFRS" means International Financial Reporting Standards applicable in Canada.

"Intellectual Property" means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, drug identification numbers (and equivalents in jurisdictions other than Canada), know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever.

"Investor Presentation" means the final investor presentation of the Corporation titled "Unlocking a New Copper District in Southern Peru – Corporate Presentation – June 2025" delivered to prospective purchasers of Subscription Receipts in connection with the Offering.

"IT Systems" means, for the relevant Person, all information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases.

"knowledge" (or similar phrases) means with respect to facts or circumstances pertaining to the Corporation or Priyanka, a statement as to the knowledge of any of the senior officers of the Corporation and Priyanka, respectively, about the facts or circumstances to which such phrase related, after having made due inquiries into the relevant subject matter.

"Laws" means all laws, statutes, by-laws, rules, regulations, orders, decrees, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements of any Governmental Authority applicable to the Corporation or Priyanka.

"Lead Agent" has the meaning ascribed to such term above.

"Listing" means the listing and posting for trading of the Resulting Issuer Common Shares on the TSXV upon completion of the Reverse Take-Over.

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"Lock-Up Agreement" has the meaning ascribed thereto in Section 7(y).

"Locked-Up Holder" has the meaning ascribed thereto in Section 7(y).

"MCV Option" has the meaning ascribed to such term above.

"MCV Option Agreement" has the meaning ascribed to such term above.

"Minandex" has the meaning ascribed to such term above.

"Mineral Properties" means the Pecoy Project and the Tororume Claims.

"Money Laundering Laws" means, for the relevant Person, any applicable anti-money laundering laws, including the Bank Secrecy Act of 1970, as amended by the USA Patriot Act of 2001, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada) and, in each case, the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Person operates, including any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority.

"NBF" has the meaning ascribed to such term above.

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

"NI 45-102" means National Instrument 45-102 – Resale of Securities.

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions.

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations.

"OBCA" means the Business Corporations Act (Ontario).

"Offering" has the meaning ascribed to such term above.

"Offering Price" has the meaning ascribed to such term above.

"Options" means the existing common share options of the Corporation entitling the holder thereof to purchase one Common Share (subject to adjustment).

"Option Term" has the meaning ascribed thereto in the Rosita Option Agreement.

"Pecoy Peru" has the meaning ascribed to such term above.

"Pecoy Project" means the Pecoy project located in Peru and consisting of the Pembrook Claims and the Rosita Claims.

"Pembrook" has the meaning ascribed to such term above.

"Pembrook Claims" has the meaning ascribed to such term above.

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"Pembrook Purchase Agreement" has the meaning ascribed to such term above.

"Pemco" has the meaning ascribed to such term above.

"Person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning.

"President's List Proceeds" means the proceeds raised from Pat Lecky, Chad Larson, Peter Beck and Sam Kiki, such proceeds not to exceed $5 million.

"Pro Forma Capital Structure" means the issued and outstanding share capital of the Resulting Issuer after giving effect to the Reverse Take-Over (including all convertible securities) as set out in Schedule C.

"Priyanka" has the meaning ascribed to such term above.

"Priyanka Financial Statements" means collectively (i) the audited financial statements of Priyanka for the years ended October 31, 2024 and 2023, including the notes thereto and the auditor's report thereon, and (ii) the unaudited interim financial statements of Priyanka for the three and six month periods ended April 30, 2025.

"Priyanka Material Adverse Effect" means the effect resulting from any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, fact, violation, inaccuracy, circumstance, or state of affairs that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, prospects, or condition (financial or otherwise) of Priyanka.

"Priyanka Shares" has the meaning ascribed to such term above.

"Priyanka Subco" has the meaning ascribed to such term above.

"Purchasers" means the Persons who, as purchasers, acquire the Subscription Receipts by duly completing, executing and delivering the Subscription Agreements.

"Qualified Institutional Buyer" means a "qualified institutional buyer", as such term is defined in Rule 144A under the U.S. Securities Act, that is also a U.S. Accredited Investor.

"Release Notice" has the meaning ascribed to such term above.

"Resulting Issuer" has the meaning ascribed to such term above.

"Resulting Issuer Common Shares" has the meaning ascribed to such term above.

"Reverse Take-Over" has the meaning ascribed to such term above.

"Rosita Claims" has the meaning ascribed to such term above.

"Rosita Option" has the meaning ascribed to such term above.

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"Rosita Option Agreement" has the meaning ascribed to such term above.

"Sanctioned Person" has the meaning ascribed thereto in Section 9(ff).

"Sanctions" has the meaning ascribed thereto in Section 9(ff).

"Scotia" has the meaning ascribed to such term above.

"Securities Laws" means, unless the context otherwise requires, all applicable securities laws in each of the Designated Jurisdictions, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulatory authorities (including the TSXV) in such jurisdictions.

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in the Designated Jurisdictions (including the TSXV).

"Selling Firms" has the meaning ascribed to such term above.

"Share Exchange Agreement" has the meaning ascribed to such term above.

"Subscription Agreements" means, collectively, the subscription agreements in the form or forms agreed upon by the Agents, the Corporation, and Priyanka, as amended, pursuant to which Purchasers agree to subscribe for and purchase Subscription Receipts as contemplated herein and shall include, for greater certainty, all schedules and appendices thereto.

"Subscription Receipts" has the meaning ascribed to such term above.

"Subscription Receipt Agent" has the meaning ascribed to such term above.

"Subscription Receipt Agreement" has the meaning ascribed to such term above.

"subsidiary" has the meaning ascribed to such term in the OBCA.

"Technical Report" means the report prepared for the Corporation by Mining Plus Peru S.A.C. (MP) (with the "qualified person" being Maria del Carmen Muñoz Lizarve, MAIG (QP)) in accordance with NI 43-101 with an effective date of April 30, 2025 titled "NI 43-101 Technical Report – Mineral Resource Estimate – Pecoy Project".

"Termination Date" means the Escrow Release Deadline, or any earlier date that the Definitive Agreement is terminated or the Corporation or Priyanka has advised the Subscription Receipt Agent and the Lead Agent, or announced to the public, that the Reverse Take-Over or the Escrow Release Conditions will not be completed prior to the Escrow Release Deadline.

"Title Opinion" has the meaning ascribed thereto in Section 13(m).

"Torion" has the meaning ascribed to such term above.

"Tororume Claims" has the meaning ascribed to such term above.

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"Transaction Documents" means, collectively, this Agreement, the Subscription Agreements relating to the purchase of the Subscription Receipts, the Subscription Receipt Agreement and the certificates (if any) representing the Subscription Receipts issued on Closing.

"TSXV" has the meaning ascribed to such term above.

"United States" or "U.S." means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia.

"U.S. Accredited Investor" means an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act.

"U.S. Person" means a "U.S. person", as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"U.S. Securities Laws" means all applicable Securities Laws in the United States, including the U.S. Securities Act, and the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Ventum" has the meaning ascribed to such term above.

"Warrants" means the existing common share purchase warrants of the Corporation entitling the holder thereof to purchase one Common Share (subject to adjustment) on or before the date that is five years after the date on which the Corporation completes a going public transaction.

Sale on Exempt Basis. The Agents shall use their best efforts to arrange, severally, and not jointly or jointly and severally, for the purchase of the Subscription Receipts:

(a) in the Designated Jurisdictions on a private placement basis in compliance with applicable Securities Laws, provided that each Agent shall ensure that any offers or sales of Subscription Receipts in the United States will be made only to U.S. Accredited Investors and/or Qualified Institutional Buyers, pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act and/or Section 4(a)(2) of the U.S. Securities Act and similar registration exemptions under applicable state securities laws, in accordance with this Agreement and Schedule A hereto, which schedule forms a part of this agreement (provided that an Agent will not be liable to the Corporation or Priyanka under this Agreement or Schedule A with respect to a violation by another Agent or its U.S. Affiliate(s) (as defined herein) of the provisions of this Agreement or Schedule "A" if the Agent first referred to above or its U.S. Affiliate, as applicable, is not itself also in violation); and

(b) in such Designated Jurisdictions outside Canada and the United States, as may be agreed upon between the Corporation and the Agents, on a private placement basis in compliance with all applicable Securities Laws of such jurisdictions provided that no prospectus or registration statement is required to be filed in such

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jurisdiction.

Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation in connection with the issue and sale of the Subscription Receipts such that the distribution of the Subscription Receipts may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum (other than the Investor Presentation) in Canada or elsewhere, and the Agents undertake to use commercially reasonable efforts to cause Purchasers under the Offering to complete any forms required by Securities Laws or other applicable securities laws. All fees payable in connection with such filings under all applicable Securities Laws shall be at the expense of the Corporation.
Offering Memorandum. Neither the Corporation nor the Agents shall: (i) other than the Investor Presentation, provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Securities Laws; or (ii) engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Subscription Receipts.
Material Changes – Corporation. Until the earlier of the Escrow Release Date and the Termination Date, the Corporation shall promptly:

(a) notify the Agents in writing if the Corporation becomes aware of any material fact not previously disclosed, any material change or change in a material fact (in any case, whether actual, anticipated, or to its knowledge, contemplated or threatened) or any event or development that would result in a Corporation Material Adverse Effect or that would result in a material change or change in a material fact related to the terms of the Definitive Agreement or the Reverse Take-Over;

(b) notify the Agents in writing of the full particulars of any actual, anticipated, or to the knowledge of the Corporation, contemplated, threatened or prospective material change or change in material fact referred to in Section 5(a) above; and

(c) if required to do so, issue or file or use commercially reasonable efforts to cause Priyanka to issue or file, promptly and, in any event, within all applicable time limitation periods with the applicable Securities Regulators in Canada, such press release or document as may be required under Canadian Securities Laws and shall comply with all other applicable filing and other requirements under Canadian Securities Laws; and

(d) in good faith discuss with the Agents within a reasonable amount of time any circumstance or event that is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact described in Sections 5(a) or 5(b) above.

Material Changes – Priyanka. Until the earlier of the Escrow Release Date and the Termination Date, Priyanka shall promptly:

(a) notify the Agents in writing if Priyanka becomes aware of any material fact not previously disclosed, any material change or change in a material fact (in any case, whether actual, anticipated, or to its knowledge, contemplated or threatened) or any event or development that would result in a Priyanka Material Adverse Effect

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or that would result in a material change or change in a material fact related to the terms of the Definitive Agreement or the Reverse Take-Over;

(b) notify the Agents in writing of the full particulars of any actual, anticipated, or to the knowledge of Priyanka, contemplated, threatened or prospective material change or change in material fact referred to in Section 6(a) above;

(c) if required to do so, issue or file, promptly and, in any event, within all applicable time limitation periods with the applicable Securities Regulators in Canada, a press release, material change report or other document as may be required under Canadian Securities Laws and shall comply with all other applicable filing and other requirements under Canadian Securities Laws; provided that subject to compliance with applicable Canadian Securities Laws, Priyanka shall not file any such new or amended disclosure documentation without first notifying the Agents, and shall not issue or file, as applicable, any press release or material change report without giving the Lead Agent an opportunity for review of the proposed forms, who shall review any such documents as expeditiously as possible; and

Covenants of the Corporation. The Corporation hereby covenants to the Agents and to the Purchasers and their successors and permitted assigns, and acknowledges that each of them is relying on such covenants in connection with the Offering, that the Corporation (including its successors and assigns if applicable) will:

(a) allow the Agents and their representatives to conduct all due diligence regarding the Corporation which the Agents may reasonably require to be conducted prior to the Closing Date, including making its senior management, legal counsel, technical consultants and auditors (if any) available to answer any questions which the Agents or their counsel may have and to participate in one or more due diligence sessions to be held prior to Closing;

(b) use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 13;

(c) duly execute and deliver the Subscription Receipt Agreement, the Subscription Agreements and the certificates representing the Subscription Receipts, if any, at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation;

(d) obtain all consents, approvals, permits, authorizations or filings as may be required under Securities Laws or otherwise necessary for the execution and delivery of and the performance by the Corporation of its obligations hereunder (other than customary post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws and the rules of the TSXV), under the Subscription Receipt Agreement and the Subscription Agreements;

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(e) subject to applicable law, obtain the prior approval of the Agents as to the content and form of any press release relating to the Offering or the Reverse Take-Over, such approval not to be unreasonably conditioned, delayed or withheld; if required by Securities Laws, any press release announcing or otherwise referring to the Offering or the Reverse Take-Over shall comply with the requirements of Rule 135e under the U.S. Securities Act and shall include appropriate notations substantially as follows: "Not for distribution to United States news wire services or dissemination in the United States." and "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 U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.";

(f) give effect to the Reverse Take-Over forthwith following the release of the Escrowed Funds upon the satisfaction of the Escrow Release Conditions;

(g) following satisfaction of the Escrow Release Conditions, use or cause the Resulting Issuer to use the net proceeds of the Offering in the manner described in the Investor Presentation;

(h) ensure that the Subscription Receipts on payment of the Offering Price therefor, are duly authorized, created and validly issued to the Purchasers in accordance with the terms of the Subscription Agreements and this Agreement and have attributes corresponding in all material respects to the description set forth in this Agreement, the Subscription Agreements and the Subscription Receipt Agreement;

(i) ensure that the Common Shares underlying the Subscription Receipts, upon issuance, shall be validly issued as fully paid and non-assessable shares and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements;

(j) ensure that, at all times on and after the Closing Date, a sufficient number of Common Shares are allotted and reserved for issuance in connection with the Offering;

(k) execute and deliver or file with the Securities Regulators as required all forms, notices and certificates relating to the Offering required to be filed pursuant to the Securities Laws in the time required by applicable Securities Laws, including all forms, notices, offering memoranda, certificates, and any such documents required to permit and enable the Subscription Receipts to be lawfully distributed on an exempt basis in the Designated Jurisdictions;

(l) promptly notify the Agents of the receipt by the Corporation of any notice by any judicial or regulatory authority or any stock exchange requesting any material information or any meeting or hearing relating to the Corporation, the Offering, or the Reverse Take-Over;

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(m) not amend the Definitive Agreement in any material respect without the consent of the Lead Agent, on behalf of the Agents, which consent will not be unreasonably conditioned, withheld, or delayed;

(n) use its commercially reasonable efforts to satisfy the Escrow Release Conditions prior to the Escrow Release Deadline;

(o) duly execute and deliver the Escrow Release Certificate to the Agents upon the Escrow Release Conditions being satisfied;

(p) promptly notify the Lead Agent in writing or disclose to the public if the Corporation no longer intends to complete the Reverse Take-Over prior to the Escrow Release Deadline or satisfy any of the Escrow Release Conditions;

(q) take all commercially reasonable actions to ensure that the capital structure of the Resulting Issuer after giving effect to the Reverse Take-Over will be consistent in all material respects with the Pro Forma Capital Structure as set out in Schedule C;

(r) use its commercially reasonable efforts to ensure that on the Escrow Release Date, the Resulting Issuer Common Shares will be conditionally approved for listing on the TSXV;

(s) use its commercially reasonable efforts to promptly effect the transactions contemplated by the Acquisitions Agreements;

(t) by no later than five (5) Business Days following the effective date of the Reverse Take-Over, the Corporation shall cause the Resulting Issuer to satisfy the second and third instalments under the Rosita Option Agreement, specifically by (A) making an aggregate cash payment to the Grantors of US$3,050,000, and (B) issuing to the Grantors a total number of Resulting Issuer Common Shares equal to the Canadian Dollar equivalent of US$3,000,000 (calculated on the Business Day prior to issuance) divided by $0.60;

(u) exercise the MCV Option prior to January 31, 2026 (subject to the prior closing of the Reverse Take-Over);

(v) cause Copper X Peru to exercise the Rosita Option prior to the end of the Option Term (subject to the prior closing of the Reverse Take-Over);

(w) until the earlier of the Escrow Release Date or the Termination Date, not (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (i) consolidate, reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (iii) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize its Common Shares;

(x) from the date hereof until 90 days following the date of Listing not, and will cause the Resulting Issuer to not, without the prior written consent of the Lead Agent, such consent not to be unreasonably withheld or delayed, directly or indirectly, offer, issue, grant any option, right or warrant to purchase, or otherwise transfer of

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dispose of any Common Shares or financial instruments or securities convertible into or exercisable or exchangeable for Common Shares or announce any intention to do any of the foregoing, in a public offering, by way of private placement or otherwise (except pursuant to employee or executive incentive compensation arrangements, existing contractual obligations that will continue with the Resulting Issuer, any other arrangements with existing shareholders that have been disclosed to the Lead Agent or pursuant to the Definitive Agreement); and

(y) use commercially reasonable efforts to cause each individual that will be a member of management or a director of the Resulting Issuer who will hold an interest in the Resulting Issuer or any of its affiliates after the closing of the Reverse Take-Over and certain existing direct or indirect owners of common equity interests in the Corporation and/or Priyanka listed in Schedule D hereto (each, a "Locked-Up Holder") to enter an undertaking in favour of the Agents in a form(s) mutually agreed between the Corporation, Priyanka and the Lead Agent (a "Lock-Up Agreement").

Covenants of Priyanka. Priyanka hereby covenants to the Agents and to the Purchasers and their successors and permitted assigns, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Subscription Receipts, that Priyanka (including its successors and assigns if applicable) will:

(a) allow the Agents and their representatives to conduct all due diligence regarding Priyanka which the Agents may reasonably require to be conducted prior to the Closing Date, including making its senior management, legal counsel, technical consultants and auditors (if any) available to answer any questions which the Agents or their counsel may have and to participate in one or more due diligence sessions to be held prior to Closing;

(b) use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 13;

(c) duly execute the Subscription Receipt Agreement and the Subscription Agreements, at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by it;

(e) subject to applicable law, obtain the prior approval of the Lead Agent as to the content and form of any press release relating to the Offering and the Reverse Take-Over, such approval not to be unreasonably conditioned, withheld, or delayed;

(f) give effect to the Reverse Take-Over forthwith following the release of the Escrowed Funds upon the satisfaction of the Escrow Release Conditions;

(g) following the Escrow Release Date, use the net proceeds of the Offering in the

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17

manner described in the Investor Presentation;

(h) subject to and upon completion of the Reverse Take-Over, promptly issue the Resulting Issuer Common Shares upon the exchange of Common Shares;

(i) promptly notify the Agents of the receipt by Priyanka of any notice by any judicial or regulatory authority or any stock exchange requesting any material information or any meeting or hearing relating to Priyanka, the Offering, or the Reverse Take-Over;

(j) not amend the Definitive Agreement in any material respect without the consent of the Lead Agent, on behalf of the Agents, which consent will not be unreasonably conditioned, withheld or delayed;

(k) use its commercially reasonable efforts to satisfy the Escrow Release Conditions prior to the Escrow Release Deadline;

(l) duly execute and deliver the Escrow Release Certificate to the Agents upon the Escrow Release Conditions being satisfied;

(m) promptly notify the Lead Agent in writing or disclose to the public if Priyanka no longer intends to complete the Reverse Take-Over prior to the Escrow Release Deadline or satisfy any of the Escrow Release Conditions;

(n) take all commercially reasonable actions to ensure that the capital structure of the Resulting Issuer after giving effect to the Reverse Take-Over will be consistent in all material respects with the Pro Forma Capital Structure as set out in Schedule C;

(o) use its commercially reasonable efforts to ensure that on the Escrow Release Date, the Resulting Issuer Common Shares will be conditionally approved for listing on the TSXV;

(p) until the earlier of the Escrow Release Date or the Termination Date, not (i) subdivide or redivide the outstanding Priyanka Shares into a greater number of Priyanka Shares; (ii) consolidate, reduce or combine the outstanding Priyanka Shares into a lesser number of Priyanka Shares; or (iii) reclassify the outstanding Priyanka Shares, change the Priyanka Shares into other shares or otherwise reorganize its Priyanka Shares;

(q) for a period of 24 months from the Escrow Release Date, use its commercially reasonable efforts to maintain the status of the Resulting Issuer as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of applicable Securities Laws, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Resulting Issuer and shall not prevent the Resulting Issuer from completing a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase or sale of all of the outstanding Resulting Issuer Common Shares in compliance with all applicable corporate laws and Canadian Securities Laws; and

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18

(a) subject to the completion of the Reverse Take-Over, use commercially reasonable efforts to maintain the listing of the Resulting Issuer Common Shares on the TSXV for a period of 24 months following the Escrow Release Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Resulting Issuer and shall not prevent the Resulting Issuer from completing a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase or sale of all of the outstanding Resulting Issuer Common Shares in compliance with all applicable corporate laws and Canadian Securities Laws.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that:

(a) the Corporation is a corporation duly formed and validly existing under the OBCA and has all requisite corporate power and authority and is duly qualified to carry on business, to own, lease or operate its properties and assets, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;

(b) the Corporation has no direct or indirect subsidiary or any investment or proposed investment in any Person other than AcquisitionCo;

(c) the Corporation is a holding company formed solely for the purpose of (i) entering into the Acquisition Agreements, (ii) completing the transactions contemplated under the Acquisition Agreements, (iii) entering into the Definitive Agreement, and (iv) undergoing the Reverse Take-Over, and has never conducted any business (other than entering into the Acquisition Agreements) otherwise and has never owned, leased or used any asset (other than cash) and has never held any legal or beneficial interest in any real property;

(d) the Corporation has all requisite corporate power and capacity to enter into each of the Transaction Documents and the Definitive Agreement and to perform the transactions contemplated herein and therein, including, without limitation, to issue the Subscription Receipts and the Common Shares issuable upon the conversion of the Subscription Receipts;

(e) the Corporation had at the time of entering into the Acquisition Agreements all requisite corporate power and capacity to enter into each of the Acquisition Agreements and the Corporation has all requisite power and capacity to perform the transactions contemplated therein;

(f) the Corporation has conducted and is conducting its business in material compliance with all applicable laws and regulations; the Corporation has not received a written notice of non-compliance nor does it know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of material non-compliance with any such laws and regulations;

(g) there are no material actions, suits, judgments, investigations, inquiries or proceedings of any kind whatsoever outstanding or, to the best of the Corporation's

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knowledge, pending or threatened against or affecting the Corporation or any of its directors, officers or employees, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the best of the Corporation's knowledge, there is no basis therefor and the Corporation is not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which, either separately or in the aggregate, may have a Corporation Material Adverse Effect or that would materially adversely affect the ability of the Corporation to perform its obligations under the Transaction Documents, the Definitive Agreement or the Acquisition Agreements;

(h) the Corporation is not in violation of its constating documents or in default in any material respect in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease, licence or other agreement or instrument, including the Acquisitions Agreements, to which it is a party or by which it or its property or assets may be bound;

(i) at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Canadian Securities Laws necessary for the execution and delivery of the Transaction Documents, and the creation, issuance and sale, as applicable, of the Subscription Receipts and the Common Shares issuable upon the conversion of the Subscription Receipts, and the consummation of the transactions contemplated hereby and thereby will have been made or obtained, as applicable (other than the filing of reports and the Investor Presentation required under applicable Canadian Securities Laws within the prescribed time periods, which documents shall be filed as soon as practicable after the Closing Date and, in any event, within such deadline imposed by applicable Canadian Securities Laws);

(j) the Subscription Receipts and the Common Shares issuable upon the conversion of the Subscription Receipts will not be subject to a restricted period or to a statutory hold period under Canadian Securities Laws, other than as described in the Subscription Agreements;

(k) each of the execution and delivery of the Transaction Documents and the Acquisition Agreements, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Subscription Receipts hereunder and the consummation of the transactions contemplated in this Agreement, including the issuance and delivery of the Common Shares issuable upon conversion of the Subscription Receipts, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (i) any statute, rule or regulation applicable to the Corporation including, without limitation, the Canadian Securities Laws; (ii) the constating documents, by laws or resolutions of the Corporation which are in effect at the date thereof; or (iii) any contract, agreement, or other document to which the Corporation is a party or by which it is bound;

(l) at the Closing Time, each of the Transaction Documents shall have been duly authorized and executed and delivered by the Corporation and upon such execution and delivery each shall constitute a valid and binding obligation of the

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Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally;

(m) at the Closing Time, all necessary corporate action will have been taken by the Corporation to authorize and allot for issuance the Common Shares issuable upon the conversion of the Subscription Receipts, as fully paid and non-assessable and validly created and issued, as the case may be, on the Escrow Release Date, the Common Shares issuable upon the conversion of the Subscription Receipts will be validly issued as fully-paid and non-assessable and validly created and issued, as the case may be, and the Common Shares shall have the attributes corresponding in all material respects to the description thereof set forth in the Subscription Agreements and this Agreement;

(n) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any 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, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority;

(o) the Corporation is not a party to any agreement which in any manner affects the voting control of any of the securities of the Corporation;

(p) the Corporation is not affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of the Corporation to compete in any line of business, transfer or move any of its respective assets or operations or which adversely materially affects the business practices, operations or condition of the Corporation;

(q) other than the Acquisition Agreements, the Corporation does not have any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in, any Person or any agreements to acquire or lease any other business operations;

(r) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as at the date hereof, 25,000,000 Common Shares are issued and outstanding as a fully paid and non-assessable share in the capital of the Corporation and none of the outstanding securities were issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation; other than the Subscription Receipts, 6,000,000 Warrants and 2,250,000 Options, there are no outstanding rights, warrants, options, convertible debt or any other securities or rights capable of being converted into, or exchanged or exercised for, any Common Shares or other securities of the Corporation;

(s) the Subscription Receipt Agent, at its principal office in the City of Vancouver, British Columbia, has been duly appointed as the subscription receipt agent under the Subscription Receipt Agreement in respect of the Subscription Receipts and the Escrowed Funds;

(t) the issue of the Subscription Receipts and the Common Shares issuable upon the

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conversion of the Subscription Receipts will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation;

(u) all information which has been prepared by the Corporation relating to the Corporation and made available to the Agents, was, as of the date of such information and is as of the date hereof, true and correct in all material respects, taken as a whole, and does not contain a misrepresentation;

(v) the minute books and corporate records of the Corporation for the period from incorporation to the date hereof made available to the Agents are complete in all material respects, contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders and the directors (or any committee thereof) thereof and there have been no other meetings, resolutions or proceedings of the shareholders or directors of the Corporation to the date hereof not reflected in such corporate records;

(w) to the knowledge of the Corporation, no counterparty to the Acquisition Agreements or to any material obligation, agreement, covenant or condition contained in any contract or other agreement to which the Corporation is a party is in default in the performance or observance thereof, except where such violation or default in performance would not have a Corporation Material Adverse Effect;

(x) there are no financial statements of the Corporation that have been prepared as of the date thereof;

(y) the Corporation does not own any Intellectual Property;

(z) the Corporation is not subject to any, applicable federal, provincial, municipal, state and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, Governmental Authority, department or administrative or regulatory agency, domestic or foreign (collectively, "Environmental and Health Laws"), relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (collectively, "Hazardous Substances");

(aa) the Corporation does not and has never had any employees;

(bb) the Corporation is not aware of any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Corporation presently in force or any publicly disseminated or announced pending or contemplated change to any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Corporation, that the Corporation anticipates it will be unable to comply with or which could reasonably be expected to materially adversely affect the business or the business environment or legal environment under which the Corporation operates;

(cc) the Corporation has not committed an act of bankruptcy or sought protection from its creditors from any court or pursuant to any legislation, proposed a compromise

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or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound up, as the case may be, taken any proceeding to have a receiver appointed for any part of its assets, had any encumbrance or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy or application for a bankruptcy order filed against it, and at the Closing Time, the Corporation will not be an insolvent person (as that term is defined in the Bankruptcy and Insolvency Act (Canada) or equivalent legislation in other jurisdictions);

(dd) the form of certificate representing the Common Shares has been duly approved by the directors of the Corporation and the form of certificate representing the Common Shares complies with the provisions of the OBCA;

(ee) neither the Corporation nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the Corporation, has: (A) violated any anti-bribery or anti-corruption laws applicable to the Corporation, including Canada's Corruption of Foreign Public Officials Act, or (B) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (x) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Corporation in obtaining or retaining business for or with, or directing business to, any Person; or (y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage; neither the Corporation nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the Corporation, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Corporation or any director, officer, employee, consultant, representative or agent of the Corporation violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws;

(ff) to the knowledge of the Corporation, neither the Corporation nor any director, officer, employee, consultant, representative, affiliate or agent of the Corporation is a Person (a "Sanctioned Person") currently the target of any sanctions administered or enforced by the United States government, including, the U.S. Department of the Treasury's Office of Foreign Assets Control, the Financial Transactions Reports Analysis Centre of Canada or other relevant sanctions authority (collectively, "Sanctions"), and the Corporation will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make

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available such proceeds to any Sanctioned Person, to fund any activities of or business with any Sanctioned Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Sanctioned Person (including any Sanctioned Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; the Corporation has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;

(gg) the operations of the Corporation are and have been conducted at all times in compliance with the requirements of Money Laundering Laws and no action, suit or proceeding by or before any court of Governmental Authority or any arbitrator of a non-Governmental Authority involving the Corporation with respect to the Money Laundering Laws is, to the Corporation's knowledge, pending or threatened;

(hh) all information and statements contained in the Investor Presentation (except information and statements relating solely to the Agents and furnished by them in writing specifically for use therein): (i) were true and correct in all material respects at the time of delivery of the Investor Presentation; and (ii) contain no misrepresentation relating to the Corporation, the Offering, the Subscription Receipts, the Reverse Take-Over or the transaction contemplated by the Acquisition Agreements and the Investor Presentation complies with applicable Canadian Securities Laws (including NI 43-101);

(ii) the statistical, industry and market related data included in the Investor Presentation (except information and statements furnished by the Agents in writing specifically for use therein) was derived from sources which the Corporation reasonably believed to be accurate, reasonable and reliable, and such data was consistent with the sources from which it was derived;

(jj) to the best of the Corporation's knowledge, information and belief:

(i) Pembrook and Copper X hold or have applied for all mining licenses, registrations, qualifications, permits, agreements, and consents necessary for carrying on their business as currently carried on in respect of the Pecoy Project, except where the failure to do so would not have a Corporation Material Adverse Effect

(ii) the Corporation, Pembrook and Copper X, collectively, directly or indirectly, are the legal and beneficial owners of, or hold the rights to acquire, all of their material assets and all of the mining rights, concessions, and claims related to the Pecoy Project as set forth in the Technical Report and Title Opinion, which are the only Mineral Properties currently material to the Corporation in which the Corporation or any of its subsidiaries will have an interest on closing of the Acquisition Agreements, and the Corporation, Pembrook and Copper X, collectively, hold or hold the rights to acquire, all freehold title, leases, concessions, claims, licenses, permits, contractual rights or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Pecoy Project

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is located in respect of the mineral rights located in the Pecoy Project and no other property or assets are necessary for the conduct of their business as currently conducted; any and all of the agreements and other documents and instruments pursuant to which the Corporation, Pembrook and Copper X hold their assets are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms thereof, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and all material leases, licenses and other agreements pursuant to which the Corporation, Pembrook and Copper X derive the interests thereof in such property are in good standing; the Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation, Pembrook and Copper X, to use, transfer or otherwise exploit the respective assets of the Corporation, Pembrook and Copper X; neither the Pecoy Project (nor any interest in, or right to earn an interest in, any property) of the Corporation, Pembrook and Copper X is subject to any right of first refusal (other than by a Governmental Authority pursuant to applicable law in the relevant jurisdiction) or purchase or acquisition right and there are no expropriation or similar proceedings, actual or threatened of which the Corporation, Pembrook and Copper X has received notice regarding the Pecoy Project or any part thereof; and, other than as disclosed in the Technical Report, Title Opinion or customary fees and expenditures required in relation to maintaining the mineral titles as required by any Governmental Authority neither the Corporation, Pembrook and Copper X have any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the Pecoy Project;

(iii) upon closing of the Acquisition Agreements: the Corporation, directly or indirectly, will hold all necessary exploration and/or exploitation permits and/or contractual interests and/or rights in exploration and/or exploitation permits recognized in the jurisdiction in which the Pecoy Project is located under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments or documents, sufficient to permit the Corporation or a subsidiary thereof to access the property and explore for the minerals relating thereto, or, to commercially extract such minerals; all such exploration or exploitation permits in which the Corporation or a subsidiary thereof will have any interests or right have been, to the knowledge of Corporation, validly registered in accordance with all applicable laws, and are valid and subsisting; the Corporation or a subsidiary thereof will have all necessary surface rights and access rights relating to the Pecoy Project granting the Corporation or a subsidiary thereof the right and ability to access the property and explore for or commercially exploit minerals as currently conducted and are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by the Corporation or a subsidiary thereof of the rights or interests so held and each of the proprietary interests or rights and each of the agreements, instruments and documents and obligations relating thereto referred to above are currently in good standing and will be in the name of the Corporation or a subsidiary thereof;

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(iv) no legal or governmental proceedings or inquiries are pending to which the Corporation, Copper X or Pembrook or any of their subsidiaries is a party or to which the property thereof is subject that would result in the revocation or materially adverse modification of any material certificate, authority, permit or License that is necessary to conduct the business now conducted by the Corporation, Copper X or Pembrook or any of their subsidiaries and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation, Copper X or Pembrook or any of their subsidiaries or with respect to the properties or assets thereof;

(v) all assessments or other work required to be performed, if any, in relation to the Material Properties in order to maintain the Corporation, Copper X or Pembrook's (or the applicable subsidiary's) interest in the Pecoy Project, for its activities as currently conducted, have been performed to date in all material respects and the Corporation, Copper X and Pembrook and each of their subsidiaries has complied in all material respects with all applicable laws in connection with such work and assessments as well as with regard to legal, contractual obligations to third parties in connection with such work and assessments;

(vi) there are no material claims with respect to native, aboriginal or indigenous rights currently, or, to the knowledge of the Corporation, pending or threatened with respect to any of the Mineral Properties;

(vii) there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the Mineral Properties, nor has the Corporation, Copper X, Pembrook nor any of their subsidiaries received notice of any of the same;

(kk) information relating to estimates of mineral resources as at the date they were prepared that are disclosed in the Investor Presentation (i) have 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; (iii) the methods used in estimating the Corporation's mineral resources are in accordance with accepted mineral resource estimation practices; (iv) other than the Material Properties, the Corporation does not, directly or indirectly, hold any interest in a project on a mineral property that is material to the Corporation for the purpose of NI 43-101; and (v) the Corporation shall duly file with the applicable Canadian Securities Regulators in compliance with applicable Canadian Securities Laws all technical reports required by NI 43-101 to be filed with the Canadian Securities Regulators and the Technical Report complies, in all material respects, with the requirements thereof;

(II) other than the Transaction Documents and the Acquisition Agreements, the Corporation is not a party to any other material contract, indenture, trust deed, mortgage, loan agreement, note, lease, licence or other agreement or instrument;

(mm) the Definitive Agreement has not been amended nor have any terms and

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conditions thereof been waived;

(nn) the Acquisition Agreements have not been amended nor have any terms and conditions thereof been waived;

(oo) the Corporation is not aware of any facts or circumstances that would cause it to believe that (i) the Reverse Take-Over will not be completed on or before the Escrow Release Deadline, (ii) the Reverse Take-Over will not be completed in accordance with the Definitive Agreement, or (iii) the Definitive Agreement will be terminated;

(pp) the Corporation is not aware of any facts or circumstances that would cause it to believe that (i) the transactions contemplated by the Acquisition Agreements will not be completed on or before the Escrow Release Deadline, (ii) the transactions contemplated by the Acquisition Agreements will not be completed in accordance with the Acquisition Agreements, or (iii) the Acquisition Agreements will be terminated;

(qq) the representations and warranties of the Corporation in the Acquisition Agreements are true and correct subject to the qualifications and exceptions set out therein;

(rr) to the knowledge of the Corporation, the representations and warranties of and relating to each party (other than the Corporation) to each of the Acquisition Agreements are true and correct subject to the qualifications and exceptions set out therein;

(ss) other than the Agents or the Selling Firms, there is no Person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder's fee or other compensation in connection with the transactions contemplated by this Agreement;

(tt) the Corporation has made available to the Agents copies or summaries of all information about the Pecoy Project (including, for greater certainty, the Pembrook Claims and the Rosita Claims), the Tororume Claims and the business and affairs of Pembrook (and its subsidiaries), Copper X (and its subsidiaries), Pecoy Peru (and its subsidiaries) and Torion (and its subsidiaries) available to the Corporation;

(uu) the Corporation has provided to the Agents true and complete copies of the Definitive Agreement and the Acquisition Agreements; and

(vv) the Corporation has not withheld from the Agents any material fact relating to the Corporation, the Reverse Take-Over, the Offering and the Acquisition Agreements and the transactions contemplated thereunder.

Representations and Warranties of Priyanka. Priyanka represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that:

(a) Priyanka is a corporation duly incorporated under the BCBCA and validly existing under the laws of British Columbia and has all requisite corporate power and

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authority and is duly qualified to carry on its business as now conducted and proposed to be conducted, and to own, lease or operate its properties and assets, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;

(b) Priyanka Subco is a corporation duly incorporated under the OBCA and validly existing under the laws of Ontario and has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and proposed to be conducted, and to own, lease or operate its properties and assets, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;

(c) Priyanka beneficially owns all of the issued and outstanding shares in the capital of Priyanka Subco free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever and all shares have been duly authorized and validly issued and are outstanding as fully paid shares and subject to no further call for contribution and other than Priyanka Subco, Priyanka has no direct or indirect subsidiary or any investment or proposed investment in any Person;

(d) Priyanka and Priyanka Subco have all requisite corporate power and capacity to enter into, as applicable, each of the Transaction Documents and the Definitive Agreement, and to perform the transactions contemplated herein and therein, including, without limitation, to issue the Resulting Issuer Common Shares;

(e) Priyanka and Priyanka Subco have conducted and are conducting their business in material compliance with all applicable laws and regulations of each jurisdiction in which each entity carries on business; each of Priyanka and Priyanka Subco hold or have applied for all material requisite registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and all such registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects; without limiting the generality of the foregoing, none of Priyanka nor Priyanka Subco have received a written notice of non-compliance, nor does Priyanka know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations, registrations, qualifications, or permits or consents which would have a Priyanka Material Adverse Effect and neither the Offering nor the Reverse Take-Over (including the proposed use of proceeds) will have any adverse impact on the registrations, qualifications, permits and consents or require Priyanka to obtain any new licence or consent or approval under the existing registrations, qualifications, permits and consents;

(f) Priyanka is currently a "reporting issuer" in the Provinces of British Columbia and Alberta and is in compliance, in all material respects, with all of its obligations under Canadian Securities Laws, and is not included on a list of defaulting reporting issuers maintained by Securities Regulators in any of the Designated Jurisdictions in Canada; since October 31, 2022, Priyanka has not been the subject of any investigation by any stock exchange or any Securities Regulator; other than with respect to holding annual general meetings of shareholders in accordance with the BCBCA and delivering an information circular to its shareholders in accordance with NI 51-102, Priyanka is current with all filings required to be made by it under

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Canadian Securities Laws and other laws and is not aware of any material deficiencies in the filing of any documents or reports with any Securities Regulators in Canada, and there is no material change relating to Priyanka which has occurred and with respect to which the requisite news release or material change report has not been filed with the Securities Regulators in Canada;

(g) all documents filed by Priyanka since October 31, 2022, under Canadian Securities Laws, as of their respective dates, were true and correct in all material respects, and did not contain any misrepresentation;

(h) there are no material actions, suits, judgments, investigations, inquiries or proceedings of any kind whatsoever outstanding or, to the best of Priyanka's knowledge, pending or threatened against or affecting Priyanka or Priyanka Subco, or the directors, officers or employees of the foregoing, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the best of Priyanka's knowledge, there is no basis therefor and none of Priyanka nor Priyanka Subco is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority which, either separately or in the aggregate, may have a Priyanka Material Adverse Effect or that would materially adversely affect the ability of Priyanka or Priyanka Subco, as applicable, to perform its obligations under the Transaction Documents or the Definitive Agreement;

(i) none of Priyanka or Priyanka Subco is in violation of their constating documents or in default in any material respect in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease, licence or other agreement or instrument to which it is a party or by which it or its property or assets may be bound;

(j) upon satisfaction of the Escrow Release Conditions and provided the Reverse Take-Over has been completed, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by Priyanka and Priyanka Subco under Canadian Securities Laws necessary for the creation and issuance of the Resulting Issuer Common Shares upon completion of the Reverse Take-Over, and the consummation of the transactions contemplated by the Definitive Agreement, will have been made or obtained, as applicable;

(k) the Resulting Issuer Common Shares will not be subject to a restricted period or to a statutory hold period under Canadian Securities Laws;

(l) each of the execution and delivery of the Transaction Documents and the Definitive Agreement, and the performance by Priyanka and Priyanka Subco, as applicable, of its obligations hereunder or thereunder, the issue and sale of the Resulting Issuer Common Shares thereunder and the consummation of the transactions contemplated in this Agreement and the Definitive Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (i) any statute, rule or regulation applicable to Priyanka or Priyanka Subco including, without limitation, the Canadian Securities Laws; (ii) the constating documents, by-laws or resolutions of Priyanka or Priyanka Subco which are in effect at the date

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hereof; (iii) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which Priyanka or Priyanka Subco is a party or by which Priyanka or Priyanka Subco is bound; or (iv) any judgment, decree or order binding Priyanka or Priyanka Subco or the property or assets of Priyanka or Priyanka Subco;

(m) at the Closing Time, each of the Transaction Documents shall have been duly authorized and executed and delivered by Priyanka and upon such execution and delivery each shall constitute a valid and binding obligation of Priyanka and each shall be enforceable against Priyanka in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally;

(n) at the completion of the Reverse Take-Over, all necessary corporate action will have been taken by Priyanka to authorize the issuance of the Resulting Issuer Common Shares upon completion of the Reverse Take-Over and to reserve and allot for issuance the Resulting Issuer Common Shares; the Resulting Issuer Common Shares will be validly issued, as fully-paid and non-assessable, and the Resulting Issuer Common Shares shall have the attributes corresponding in all material respects to the description thereof set forth in the Subscription Agreements and this Agreement;

(o) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of Priyanka or Priyanka Subco has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of Priyanka, are pending, contemplated or threatened by any regulatory authority;

(p) Priyanka is not a party to any agreement which in any manner affects the voting control of any of the securities of Priyanka;

(q) none of Priyanka nor Priyanka Subco is a party to, bound by or, to the knowledge of Priyanka, affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of Priyanka or Priyanka Subco to compete in any line of business, transfer or move any of its respective assets or operations or which adversely materially affects the business practices, operations or condition of Priyanka or Priyanka Subco currently or after giving effect to the Reverse Take-Over;

(r) Priyanka does not have any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in, any Person or any agreements to acquire or lease any other business operations;

(s) the authorized capital of Priyanka consists of an unlimited number of common shares and an unlimited number of preferred shares, of which, as at the date hereof, 3,000,000 common shares and nil preferred shares are issued and outstanding as fully paid and non-assessable shares in the capital of Priyanka and none of the outstanding securities were issued in violation of the pre-emptive or similar rights of any securityholder of Priyanka; there are no outstanding rights, warrants, options, convertible debt or any other securities or rights capable of being converted into, or exchanged or exercised for, any securities of Priyanka;

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(t) the issue of the Resulting Issuer Common Shares issuable in connection with the Reverse Take-Over will not be subject to any pre-emptive right or other contractual right to purchase securities granted by Priyanka;

(u) all information which has been prepared by Priyanka relating to Priyanka and made available to the Agents, was, as of the date of such information and is as of the date hereof, true and correct in all material respects, and taken as a whole, does not contain a misrepresentation;

(v) the minute books and corporate records of Priyanka and Priyanka Subco for the period from incorporation to the date hereof made available to the Agents are complete in all material respects, contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders and the directors (or any committee thereof) thereof and there have been no other meetings, resolutions or proceedings of the shareholders or directors of Priyanka or Priyanka Subco to the date hereof not reflected in such corporate records;

(w) Priyanka does not and has never held any legal or beneficial interest in any real property or does not and has never held any assets other than cash;

(x) no legal or governmental proceedings or inquiries are pending to which Priyanka is a party that would result in the revocation or modification of any material certificate, authority, permit or license that is necessary to conduct the business now conducted by Priyanka and, to the knowledge of Priyanka, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to Priyanka or Priyanka Subco;

(y) to the knowledge of Priyanka, no counterparty to any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which Priyanka or Priyanka Subco is a party is in default in the performance or observance thereof, except where such violation or default in performance would not have a Priyanka Material Adverse Effect;

(z) the Priyanka Financial Statements have been prepared in accordance with IFRS, contain no misrepresentations and present fairly, in all material respects, the financial condition of Priyanka as at the date thereof and the results of the operations and cash flows of Priyanka for the period then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of Priyanka that are required to be disclosed in such financial statements, and there has been no material change in the financial condition, results of operations or accounting policies or practices of Priyanka, other than as disclosed in the Priyanka Financial Statements;

(aa) Priyanka's auditors are, and were during the period covered by their reports, independent with respect to Priyanka in accordance with the rules of professional conduct applicable to auditors in Canada and applicable Canadian Securities Laws, and there has not been any reportable disagreement (within the meaning of NI 51-102) with such auditors with respect to audits of Priyanka;

(bb) there are no material liabilities of Priyanka whether direct, indirect, absolute,

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contingent or otherwise required to be disclosed in the Priyanka Financial Statements which are not disclosed or reflected in the Priyanka Financial Statements;

(cc) all taxes due and payable by Priyanka and Priyanka Subco have been paid within the required time period and all tax returns, declarations, remittances and filings required to be filed by Priyanka and Priyanka Subco have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading; no examination of any tax return of Priyanka or Priyanka Subco is currently in progress to the knowledge of Priyanka and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable by Priyanka or Priyanka Subco;

(dd) Priyanka maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization, and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets;

(ee) Priyanka does not own any Intellectual Property that is necessary to permit Priyanka to conduct its business as currently conducted;

(ff) Priyanka is not subject to any Environmental and Health Laws relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any Hazardous Substances;

(gg) none of Priyanka nor Priyanka Subco has and has ever had any employees;

(hh) Priyanka is not aware of any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over Priyanka or Priyanka Subco presently in force or any publicly disseminated or announced pending or contemplated change to any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over Priyanka or Priyanka Subco that Priyanka anticipates it will be unable to comply with or which could reasonably be expected to materially adversely affect the business or the business environment or legal environment under which Priyanka operates;

(ii) none of Priyanka nor Priyanka Subco has committed an act of bankruptcy nor sought protection from its creditors from any court or pursuant to any legislation, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound up, as the case may be, taken any proceeding to have a receiver appointed for any part of its assets, had any encumbrance or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy or application for a bankruptcy order filed against it, and at the Closing Time, none of Priyanka nor Priyanka Subco will

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be an insolvent person (as that term is defined in the Bankruptcy and Insolvency Act (Canada) or equivalent legislation in other jurisdictions);

(jj) none of Priyanka nor Priyanka Subco, nor to the knowledge of Priyanka, any director, officer, employee, consultant, representative or agent of the foregoing, has: (i) violated any anti-bribery or anti-corruption laws applicable to Priyanka or Priyanka Subco, including Canada's Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (x) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of Priyanka or Priyanka Subco in obtaining or retaining business for or with, or directing business to, any Person; or (y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage; none of Priyanka nor Priyanka Subco, nor to the knowledge of Priyanka, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded Priyanka or Priyanka Subco or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws;

(kk) to the knowledge of Priyanka, none of Priyanka nor Priyanka Subco nor any director, officer, employee, consultant, representative, affiliate or agent of the foregoing is a Sanctioned Person currently the target of any Sanctions, and Priyanka will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Sanctioned Person, to fund any activities of or business with any Sanctioned Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Sanctioned Person (including any Sanctioned Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; Priyanka has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;

(II) the operations of Priyanka and Priyanka Subco are and have been conducted at all times in compliance with the requirements of Money Laundering Laws and no action, suit or proceeding by or before any court of Governmental Authority or any arbitrator of a non-Governmental Authority involving Priyanka or Priyanka Subco with respect to the Money Laundering Laws is, to Priyanka's knowledge, pending

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or threatened;

(mm) Priyanka's IT Systems are adequate for, and operate and perform in all material respects as required in connection with, operation of the business of Priyanka as currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not reasonably be expected to, individually or in the aggregate, result in a Priyanka Material Adverse Effect; Priyanka has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data used in connection with its business, and to the knowledge of Priyanka, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other Person, nor any incidents under internal review or investigations relating to the same; Priyanka is presently in compliance with applicable law, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data in all material respects and has taken commercially reasonable steps to protect such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification; Priyanka has taken all necessary actions to comply with the Personal Information Protection and Electronic Documents Act (Canada) and with all other applicable laws and regulations with respect to Personal Data for which any non-compliance with same could reasonably be likely to have a Priyanka Material Adverse Effect;

(nn) since October 31, 2024, (i) there has not been any Priyanka Material Adverse Effect and there has been no event or occurrence that could reasonably be expected to result in a Priyanka Material Adverse Effect, (ii) none of Priyanka nor Priyanka Subco has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital, (iii) other than the Consolidation or as publicly disclosed by Priyanka there has not been any material change in the share capital or long-term or short-term debt of Priyanka or Priyanka Subco, and (iv) other than in the ordinary course of business and in connection with the Reverse Take-Over, none of Priyanka nor Priyanka Subco has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to Priyanka taken as a whole other than the Definitive Agreement;

(oo) other than the Definitive Agreement and the Transaction Documents, none of Priyanka nor Priyanka Subco is a party to any material agreements or any other material documents or instruments;

(pp) the Definitive Agreement has not been amended nor have any terms and conditions thereof been waived in any material respect;

(qq) Priyanka is not aware of any facts or circumstances that would cause it to believe that (i) the Reverse Take-Over will not be completed on or before the Escrow Release Deadline, (ii) the Reverse Take-Over will not be completed in accordance with the Definitive Agreement, or (iii) the Definitive Agreement will be terminated;

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(rr) there is no Person acting or purporting to act at the request or on behalf of Priyanka or Priyanka Subco that is entitled to any brokerage or finder's fee or other compensation in connection with the transactions contemplated by this Agreement or the Definitive Agreement; and

(ss) Priyanka has not withheld from the Agents any material fact relating to Priyanka, the Reverse Take-Over, or the Offering.

Representations, Warranties and Covenants of the Agents. Each of the Agents hereby severally and not jointly or jointly and severally represents, warrants and covenants to the Corporation and Priyanka, and acknowledges that the Corporation and Priyanka are relying upon such representations and warranties in connection with the completion of the Offering, that:

(a) it has and will conduct its activities in connection with the offer and sale of the Subscription Receipts under the Offering in compliance with Canadian Securities Laws and the provisions of this Agreement;

(b) it is duly registered or licensed pursuant to the requirements of Canadian Securities Laws in those jurisdictions in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through selling group members who are so registered or licensed;

(c) it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Subscription Receipt Agreement;

(d) it has not solicited offers to purchase or sell the Subscription Receipts pursuant to the Offering so as to require the filing of a prospectus or registration statement with respect thereto; and

(e) the Agents and their respective representatives have not engaged in or authorized, and will not engage in or authorize any Directed Selling Efforts with respect to the offer and sale of the Subscription Receipts, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in the United States in connection with or in respect of the Subscription Receipts pursuant to the Offering.

Closing Deliveries. The purchase and sale of the Subscription Receipts shall be completed at the Closing Time and held electronically or as otherwise determined by the Lead Agent and the Corporation. At the Closing Time, the Corporation shall issue the Subscription Receipts in certificated form and/or in accordance with the "non-certificated inventory" rules and procedures of CDS, and shall direct CDS to credit the Subscription Receipts to the accounts of participants of CDS as designated by the Agents, against payment to the Subscription Receipt Agent (to be held in escrow in accordance with the terms of the Subscription Receipt Agreement) of the aggregate Offering Price therefor, less 50% of the Agents' Commission and all of the estimated expenses payable to the Agents at the Closing Time pursuant to Section 17, by wire transfer of immediately available funds.

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Closing Conditions. Each Purchaser's obligation to purchase the Subscription Receipts shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:

(a) the Agents shall have received a certificate, dated as of the Closing Date, signed by an appropriate officer or director of the Corporation, certifying for and on behalf of the Corporation (without personal liability), to the best of their knowledge, information and belief, after due inquiry, that:

(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation or prohibiting the issue and sale of the Subscription Receipts or any of the Corporation's issued securities 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 are contemplated or threatened by any regulatory authority;

(ii) since March 24, 2025, (A) there has been no material adverse change (actual or proposed, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or share structure of the Corporation, and (B) no material transactions have been entered into by the Corporation other than in the ordinary course of business;

(iii) the Corporation has complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and

(iv) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time;

(b) the Agents shall have received a certificate, dated as of the Closing Date, signed by an appropriate officer or director of Priyanka, certifying for and on behalf of Priyanka (without personal liability), to the best of their knowledge, information and belief, after due inquiry, that:

(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of Priyanka or any of Priyanka's issued securities 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 are contemplated or threatened by any regulatory authority;

(ii) since April 30, 2025, except as publicly disclosed (A) there has been no material adverse change (actual or proposed, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Priyanka, other than as disclosed herein, and (B) no material transactions have been entered into by Priyanka, other than the Offering and the Reverse Take-Over;

(iii) Priyanka has duly complied with all the terms, covenants and conditions of

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this Agreement on its part to be complied with up to the Closing Time; and

(iv) the representations and warranties of Priyanka contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time;

(c) the Agents shall have received a certificate dated the Closing Date, signed by an appropriate officer or director of the Corporation (without personal liability) addressed to the Agents, with respect to the constating documents of the Corporation, all resolutions of the Corporation's board of directors relating to the Transaction Documents, the Acquisition Agreements, the Definitive Agreement and otherwise pertaining to the purchase and sale of the Subscription Receipts and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers and such other matters as the Agents may reasonably request;

(d) the Agents shall have received at the Closing Time a certificate dated the Closing Date, signed by appropriate officers of Priyanka addressed to the Agents, with respect to constating documents of Priyanka, all resolutions of Priyanka's board of directors relating to the Transaction Documents to which Priyanka is a party, the Definitive Agreement and otherwise pertaining to the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Agents may reasonably request;

(e) the Agents shall have been satisfied, in their sole discretion, with the results of its due diligence review of each of the Corporation, Priyanka, and their respective businesses, operations and financial conditions and market conditions at the Closing Time;

(f) the Agents shall have received a certificate of status (or equivalent) with respect to the jurisdiction in which each of the Corporation and Priyanka was incorporated or continued, as the case may be;

(g) the Agents shall have received satisfactory evidence, acting reasonably, that all requisite approvals and consents have been obtained by each of the Corporation and Priyanka and remain in full force and effect in order to complete the Offering;

(h) each of the Transaction Documents shall be in a form acceptable to the Agents, acting reasonably, and shall have been executed and delivered by the Corporation and Priyanka, as applicable;

(i) the Agent's shall have received the executed Lock-Up Agreements;

(j) the Agents shall have received legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date, from Mason Law, Canadian counsel to the Corporation, and where appropriate, counsel in the other Designated Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Corporation, as appropriate, with respect to the following matters:

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(i) as to the incorporation and valid existence of the Corporation;

(ii) as to the authorized and issued capital of the Corporation;

(iii) the corporate power, capacity and authority of the Corporation to carry on its business as presently carried on and to own, lease and operate its properties and assets and execute and deliver the Transaction Documents, the Acquisition Agreements and the Definitive Agreement and to perform all of its obligations thereunder and to issue the Subscription Receipts;

(iv) each of the Transaction Documents, the Acquisition Agreements and the Definitive Agreement has been duly authorized and executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable Law;

(v) the execution and delivery of the Transaction Documents, the Acquisition Agreements and the Definitive Agreement, the performance by the Corporation of its obligations thereunder and the issuance and sale of the Subscription Receipts does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any resolutions of the directors or shareholders of the Corporation, (B) any statute, rule or regulation applicable to the Corporation, or (C) the constating documents of the Corporation;

(vi) the Subscription Receipts have been validly created, executed (if issued in certificated form) and issued by the Corporation;

(vii) the Common Shares issuable upon the conversion of the Subscription Receipts have been duly authorized and reserved for issuance and the Common Shares upon their issuance in accordance with the terms of the Subscription Receipt Agreement, will have been validly issued as fully paid and non-assessable shares in the capital of the Corporation;

(viii) the issuance and sale by the Corporation of the Subscription Receipts to the Purchasers resident in the Designated Jurisdictions in Canada in accordance with the terms of the Subscription Agreements and in accordance with the terms of this Agreement, is exempt from the prospectus requirements of Canadian Securities Laws and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under Canadian Securities Laws to permit such issuance and sale; it being noted however that the Corporation is required to file a report of exempt distribution with, and deliver the Investor Presentation to, certain Canadian Securities Regulators;

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(ix) the issuance of the Common Shares upon the conversion of the Subscription Receipts will be exempt from the prospectus requirements of Canadian Securities Laws and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under Canadian Securities Laws to permit such issuance;

(x) the first trade in the Common Shares being exempt from the prospectus requirements of applicable Canadian Securities Laws and no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Resulting Issuer under Canadian Securities Laws to permit such trade through registrants registered under applicable Canadian Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade:

(A) the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade;

(B) at least four months have elapsed from the "distribution date" (as defined in NI 45-102) of the Subscription Receipts;

(C) certificates representing the Subscription Receipts and Common Shares, if applicable, bear the legend required by Section 2.5(2).3(i) of NI 45-102, or if the securities are entered into a direct registration or other electronic book-entry system, or if the Purchaser did not directly receive a certificate representing the securities, the Purchaser received written notice containing the legend restriction notation set out in Section 2.5(2).3(i);

(D) the trade is not a "control distribution" (as defined in NI 45-102);

(E) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade;

(F) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(G) if the selling security holder is an insider or officer of the Resulting Issuer, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of "securities legislation" (as defined in National Instrument 14-101 – Definitions); and

(xi) Computershare Trust Company of Canada, at its principal office in the City of Vancouver, British Columbia, has been duly appointed as the subscription receipt agent under the Subscription Receipt Agreements in respect of the Subscription Receipts and the Escrowed Funds.

(k) the Agents shall have received legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents, acting reasonably,

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dated as of the Closing Date, from McMillan LLP, Canadian counsel to Priyanka, and where appropriate, counsel in the other Designated Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Corporation, as appropriate, with respect to the following matters:

(i) as to the incorporation and valid existence of Priyanka;

(ii) as to the authorized and issued shares of Priyanka immediately prior to the Closing Time;

(iii) the corporate power, capacity and authority of Priyanka to carry on its business as presently carried on and to own, lease and operate its properties and assets and execute and deliver the Transaction Documents to which it is a party and the Definitive Agreement and to perform all of its obligations hereunder and thereunder;

(iv) each of the Transaction Documents to which it is a party and the Definitive Agreement has been duly authorized and executed and delivered by Priyanka and constitutes a valid and legally binding agreement of Priyanka enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable Law;

(v) the execution and delivery of the Transaction Documents to which it is party and the Definitive Agreement, the performance by Priyanka of its obligations hereunder and thereunder and the issuance and sale of the Resulting Issuer Common Shares in connection with the Reverse Take-Over does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any resolutions of the directors or shareholders of Priyanka, (B) any statute, rule or regulation applicable to Priyanka, or (C) the constating documents of Priyanka;

(vi) the Resulting Issuer Common Shares issuable in connection with the Reverse Take-Over have been authorized and reserved for issuance in accordance with the terms of the Definitive Agreement and the Resulting Issuer Common Shares, upon their issuance in accordance with the terms of the Definitive Agreement, will have been validly created and issued as fully paid and non-assessable;

(vii) the issuance of the Resulting Issuer Common Shares in connection with the Reverse Take-Over will be exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by Priyanka under applicable Canadian Securities Laws to permit such issuance and

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sale;

(viii) the first trade in the Resulting Issuer Common Shares will be exempt from the prospectus requirements of applicable Canadian Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by Priyanka or the Resulting Issuer under applicable Canadian Securities Laws to permit such trade through registrants registered under applicable Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade:

(A) the Resulting Issuer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade;

(B) the trade is not a "control distribution" (as defined in NI 45-102);

(C) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade;

(D) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(E) if the selling security holder is an insider or officer of the Resulting Issuer, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of "securities legislation" (as defined in National Instrument 14-101 – Definitions);

(ix) Priyanka is a reporting issuer not on the list of defaulting reporting issuers maintained pursuant to the applicable Securities Laws of each of the Provinces of British Columbia and Alberta; and

(x) National Securities Administrators Ltd., at its principal office in Vancouver, British Columbia as the duly appointed registrar and transfer agent for Priyanka's common shares.

(I) the Agents shall have received legal opinions addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date, from counsel to each of Copper X, Pembrook and Pecoy Peru with respect to the following matters: (i) their incorporation and subsistence; (ii) their corporate power, capacity and authority to carry on its business as presently carried on and to own, lease and operate their properties and assets; (iii) their authorized and issued capital; and (iv) the registered owners of the issued and outstanding securities of each of Copper X, Pembrook and Pecoy Peru, as the case may be;

(m) the Agents shall have received a favourable title opinion addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, dated within five (5) Business Days of the Closing Date with respect to the Pecoy Project (the "Title Opinion"); and

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(n) if any Subscription Receipts are offered and sold to Persons in the United States pursuant to this Agreement and Schedule A hereto, the Agents shall have received an opinion from McMillan LLP, in form and substance reasonably satisfactory to the Agents and subject to customary assumptions and qualifications, to the effect that it is not necessary in connection with the offer, sale and delivery of the Subscription Receipts or the issuance of Common Shares upon exercise of the Subscription Receipts, to register the Subscription Receipts or the Common Shares under the U.S. Securities Act, provided that (i) such offers and sales are made in compliance with Schedule “A” to this Agreement (ii) such counsel shall express no opinion as to any subsequent reoffer or resale of the Subscription Receipts or the Common Shares.

Rights of Termination. Each of the Agents shall be entitled, at its sole option, to terminate its obligations hereunder by written notice to that effect given to the Corporation and Priyanka at or prior to the Closing Time if:

(a) such Agent is not satisfied in its sole discretion, acting reasonably, with its due diligence review and investigations;

(b) there is, in the opinion of such Agent, acting reasonably, a material change or a change in any material fact or a new material fact shall arise which would be expected to have a Corporation Material Adverse Effect or a Priyanka Material Adverse Effect or on the market price or the value of the securities of the Corporation or Priyanka;

(c) the state of the financial markets, whether national or international, is such that in the opinion of the Agent it would be unprofitable to offer or continue to offer the Subscription Receipts for sale;

(d) there should develop, occur or come into effect any event, action, state, circumstance, condition, catastrophe, accident, natural disaster, public protest, financial occurrence, war or act of terrorism or any other occurrence of national or international consequence or any new or change in any law or regulation or governmental action which, in the opinion of the Agents (or any of them), acting reasonably, materially adversely affects or may materially adversely affect the financial markets or the business, affairs, prospects or financial condition of the Corporation, Pembrook, Copper X or Priyanka or their material properties or the market price or value or marketability of the Subscription Receipts or the marketability of the Offering;

(e) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSXV, or any securities regulatory authority or any law or regulation is enacted or changed, or there is any announced change in the interpretation or administration thereof by the TSXV or any securities regulatory authority, which in the opinion of the Agents (or any of them), acting reasonably, operates or could operate to prevent or restrict the distribution of the securities under the Offering or the Resulting Issuer Common Shares, the trading of such securities or materially and adversely affects or could reasonably be expected to or will materially and

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adversely affect the market price or value of the securities;

(f) the Corporation or Priyanka is in breach of a material term, condition or covenant of this Agreement, or any representation or warranty given by the Corporation or Priyanka in this Agreement becomes or is false in any material respect;

(g) all required regulatory approvals of the Corporation or Priyanka in respect of the Offering and the Reverse Take-Over are not obtained on a timely basis;

(h) any order to cease trading the securities of the Corporation or Priyanka is made or threatened by a securities regulatory authority; or

(i) each of the Agents, the Corporation and Priyanka agree to terminate this Agreement.

Each of the Corporation and Priyanka agrees that: (i) all material terms and conditions in this Agreement shall be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by the Corporation or Priyanka, as applicable; (ii) it will use commercially reasonable efforts to cause such conditions to be complied with; and (iii) any breach or failure by the Corporation or Priyanka to comply with any of such conditions shall entitle each Agent, at its option in accordance with Section 15, to terminate its obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase Subscription Receipts) by notice to that effect given to the Corporation and Priyanka at or prior to a Closing Time. Each Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon such Agent only if the same is in writing and signed by such Agent.

Exercise of Termination Right. If this Agreement is terminated by any of the Agents pursuant to Section 14, there shall be no further liability on the part of such Agent or of Priyanka or the Corporation to such Agent, except in respect of any liability which may have arisen or may thereafter arise under Sections 17, 18, 19 and 20. The right of an Agent to terminate its obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Corporation or Priyanka in respect of any of the matters contemplated by this Agreement.
Agents' Commission.

(a) As consideration for the Agents' services in connection with the issue and sale of the Subscription Receipts under the terms of this Agreement, the Corporation agrees to pay to the Agents a cash fee equal to the aggregate of (the "Agents' Commission"): (i) 6.0% of the gross proceeds (less the President's List Proceeds) from the sale of the Subscription Receipts, and (ii) 1.5% of the President's List Proceeds. The Agents' Commission will include a work fee equal to 6% of the Agents' Commission payable to the Lead Agent, which shall be extracted from the Agents' Commission.

(b) On the Closing Date, 50.0% of the Agents' Commission payable on the Escrowed Proceeds shall be paid to the Agents by the Lead Agent deducting such amount from the Escrowed Proceeds to be delivered to the Subscription Receipt Agent on

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behalf of the holders of Subscription Receipts.

(c) On the Escrow Release Date, 50.0% of the Agents' Commission shall be paid to the Lead Agent, on behalf of the Agents, by the Corporation directing the Subscription Receipt Agent to deduct such Agents' Commission amount from the aggregate Escrowed Funds payable to the Corporation under the terms of the Subscription Receipt Agreement.

(d) If the Corporation or Priyanka agrees to pay a commission or fee to anyone other than pursuant to this Agreement (including without limitation any other financial advisor), such commission or fee shall not reduce the amount payable to the Agents under this Agreement and shall be solely of the account of the Corporation or Priyanka, as applicable.

Expenses. Whether or not the Offering is completed, the Corporation will be responsible for all of the Agents' reasonable expenses and fees in connection with the Offering, including, but not limited to: (i) all expenses of or incidental to the issue, sale or distribution of the Subscription Receipts and any conversion thereof; (ii) the reasonable fees and expenses of the Agents' legal counsel (such fees not to exceed [redacted] in respect of Canadian counsel, (exclusive of disbursements and taxes) without prior written consent of the Corporation); and (iii) all reasonable costs incurred in connection with the preparation of documentation relating to the Offering. All fees and expenses incurred by the Agents or on their behalf shall be payable by the Corporation at the Closing Time. Any additional reasonable expenses of the Agents incurred subsequent to the Closing Date, shall be payable upon the satisfaction of the Escrow Release Conditions. At the option of the Agent, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation at the Closing.
Survival of Representations and Warranties. All terms, warranties, representations, covenants, indemnities and agreements herein contained or contained in any documents delivered pursuant to this Agreement shall survive the purchase and sale of the Subscription Receipts and continue in full force and effect for the benefit of the Agents, the Purchasers and/or the Corporation and Priyanka, regardless of the Closing and of any investigations carried out by the Agents or on their behalf and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the purchase and sale of the Subscription Receipts or otherwise for a period ending on the date that is the later of: (a) three years following the Closing Date, or (b) if the Escrow Release Conditions are satisfied on or before the Escrow Release Deadline, three years following the date of the Listing. For greater certainty, the provisions contained in this Agreement in any way related to indemnification or the contribution obligations shall survive and continue in full force and effect, indefinitely, subject to the limitation requirements of applicable Laws. In this regard, the Agents shall act as trustees for the Purchasers and accept these trusts and shall hold and enforce such rights on behalf of the Purchasers.
Indemnity.

(a) The Corporation and Priyanka and upon completion of the Reverse Take-Over, the Resulting Issuer (together, the "Companies"), jointly and severally, agree to indemnify and hold harmless the Agents and their respective affiliates and syndicate or selling group members and each of their respective directors, officers,

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employees, partners, agents and shareholders (collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), to the full extent lawful, from and against any and all expenses, losses (other than a loss of profits of such Indemnified Party), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages and liabilities, joint or several, (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending and/or settling any action, suit, proceeding, investigation or claim (collectively, the "Claims") that may be made or threatened against any Indemnified Party by a third party) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder or otherwise in connection with the matters set out in this Agreement, 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:

(i) an Indemnified Party has been grossly negligent or dishonest or has committed wilful misconduct or any fraudulent act in the course of such performance; and

(ii) the expenses, losses, claims, damages or liabilities to which the Indemnified Party makes a claim for indemnification were directly caused by the gross negligence, dishonesty, wilful misconduct or fraud referred to in (i) immediately above.

(b) The Companies agree to waive any right the Companies might have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other Person before claiming under this indemnity.

(c) The Companies agree that in case any legal proceeding shall be brought against either or both of the Companies and/or any Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or if any such entity shall investigate the Companies and/or any Indemnified Party and an Indemnified Party and any of its personnel 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 this Agreement, the Engagement Letter, or the performance of professional services rendered to the Companies by the Agents hereunder and thereunder, such Indemnified Party or its personnel shall have the right to employ its own counsel in connection therewith, provided that the Indemnified Party acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (at normal per diem rates) and out-of-pocket expenses incurred by the Indemnified Party and any of its personnel in connection therewith shall be paid by the Companies as they occur; provided, however, that, for greater certainty, the Companies shall have no obligation to pay any fees, expenses or costs of an Indemnified Party (including the fees and expenses of such Indemnified Party's legal counsel) if a court of

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competent jurisdiction in a final judgment that has become non-appealable has determined that such Indemnified Party has been grossly negligent, dishonest or has committed a fraudulent act or an act of wilful misconduct in the course of the performance of professional services rendered to the Companies by the Indemnified Party and such fees, expenses or costs were directly caused by such gross negligence, dishonesty, wilful misconduct or fraud.

(d) Promptly after receiving notice of an action, suit, proceeding or claim against an Indemnified Party or 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 Companies, the Indemnified Party will notify the Companies in writing of the commencement and particulars thereof, will provide copies of all relevant documentation to the Companies and, unless one or both of the Companies assumes the defence thereof (as contemplated below), will keep the Companies advised of the progress thereof and will discuss all significant actions proposed. However, the omission to so notify the Companies shall not relieve the Companies of any liability which the Companies may have to the Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defense of such action, suit, proceeding or claim or results in any material increase in the liability which the Companies would otherwise have under this indemnity had the Indemnified Party not so delayed in giving or failed to give the notice required hereunder and such exclusion from the Companies' obligation to indemnify hereunder shall only apply to such increase. The Companies shall, on behalf of itself and the Indemnified Party, be entitled (but not required), at their own expense, to participate in and, to the extent they may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel acceptable to the Indemnified Party, acting reasonably. Upon the Companies notifying the Indemnified Party in writing of their election to assume the defence and retaining counsel, the Companies shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by them in connection with such defence. If such defence is assumed by the Companies, the Companies throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed.

(e) Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Companies' expense, to employ counsel of such Indemnified Party's choice (provided that such counsel is acceptable to the Companies, acting reasonably), in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Companies; or (ii) the Companies have not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Companies has advised the Indemnified Party that there is an actual or potential conflict in the respective interests of the Indemnified Party and the Companies or additional defences are available to the Indemnified Parties such that representation by the same counsel would be inappropriate (in either of which events the Companies shall not have the right to assume or direct the defence on the Indemnified Party's behalf); provided, however, that the Companies shall not, in connection with any one such action or proceeding or separate but substantially similar actions or

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proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding.

(f) No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Indemnified Parties (such consent not to be unreasonably withheld) unless such settlement includes an unconditional release of such Indemnified Party from any liabilities arising of such action, suit, proceeding, claim or investigation without any admission of negligence, misconduct, liability or responsibility by or on behalf of such Indemnified Party. No admission of liability shall be made and the Companies shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent.

(g) With respect to any Indemnified Party who is not a party to this Agreement, the Agents shall obtain and hold the rights and benefits of this Section 19 and Section 20 in trust for and on behalf of such Indemnified Party.

(h) The indemnity and contribution obligations of the Companies shall be in addition to any liability which the Companies may otherwise have, shall extend upon the same terms and conditions to those Indemnified Parties who are not signatories to this Agreement and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Companies and the Indemnified Parties.

(i) The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement and continue in full force and effect, indefinitely.

Contribution.

(a) In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 19 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Agents or enforceable otherwise than in accordance with its terms, the Agents on the one hand and the Corporation and Priyanka on the other hand shall contribute to the aggregate of all claims, expenses, costs and liabilities (including any legal expenses reasonably incurred by the Indemnified Party in connection with any claim which is the subject of this Section 20) and all losses (other than loss of profits) of a nature contemplated in Section 19 in such proportions as are appropriate to reflect not only the relative benefits received by the Corporation and Priyanka on the one hand and the Agents on the other hand, but also the relative fault of the Corporation, Priyanka and the Agents, as well as any relevant equitable consideration. The Agents shall not in any event be liable to contribute, in the aggregate, any amounts in excess of such aggregate fees or any portion of such fees actually received by the Agents pursuant to this Agreement. However, no party who has engaged in any fraud, fraudulent misrepresentation, wilful misconduct or gross negligence shall be entitled to claim contribution from any Person who has not engaged in such fraud, fraudulent misrepresentation, wilful

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misconduct or gross negligence.

(b) Right of Contribution in Addition to Other Rights. The rights to contribution provided in this Section 20 shall be in addition to and not in derogation of any other right to contribution which the Agents may have by statute or otherwise at law.

(c) Calculation of Contribution. In the event that the Corporation or Priyanka may be held to be entitled to contribution from the Agents under the provisions of any statute or at law, and provided that the Agents have not engaged in any fraud, fraudulent misrepresentation, wilful misconduct or gross negligence the Corporation or Priyanka shall be limited to contribution in an amount not exceeding the lesser of:

(i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Agents are responsible, as determined in Section 20(a) above; and
(ii) the amount of the aggregate fee actually received by the Agents from the Corporation under this Agreement.

(d) Notice. If the Agents have reason to believe that a claim for contribution may arise, it shall give the Corporation notice of such claim in writing, as soon as reasonably possible, but failure to notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Agents under this Section 20, unless the Corporation is materially prejudiced by such failure to notify.

Agents' Obligations. The Agents' obligations under this Agreement shall be several and not joint, and the Agents' respective obligations and rights and benefits hereunder shall be as to the following percentages:

Canaccord Genuity Corp. (1)	55.0%
BMO Nesbitt Burns Inc.	15.0%
Cormark Securities Inc.	5.2%
Desjardins Securities Inc.	5.2%
Haywood Securities Inc.	5.2%
National Bank Financial Inc.	5.2%
Scotia Capital Inc.	5.2%
Ventum Capital Corp.	2.0%
3L Capital Inc.	2.0%
Total	100%

(1) Work fee of 6.0% of the Agents' Commission to be paid to Canaccord Genuity Corp.

The Agents agree among themselves that the allocation of the Agents' Commission shall be in accordance with the above percentage allocation.

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Advertisements. If the Offering is successfully completed, the Corporation and Priyanka acknowledge and agree that the Agents will be permitted to publish, at their own expense, public announcements or other communications relating to their services in connection with the Offering as they consider appropriate, in compliance with all laws, including Securities Laws. The Corporation and the Agents each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements of applicable securities legislation in the United States or any of the provinces or territories of Canada or any other jurisdiction in which the Subscription Receipts shall be offered or sold not being available.
Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing and will be given by delivery or by electronic transmission, addressed as follows:

(a) If to the Corporation, to:

Pecoy Copper Limited
161 Bay Street, Unit 2700
Toronto, Ontario, M5J 2S1

Attention: Vincent Metcalfe, President & Director
Email: [Contains personal information]

with a copy to (which shall not constitute notice):

Mason Law
161 Bay Street, Unit 2700
Toronto, Ontario, M5J 2S1

Attention: Robert Mason
Email: [Contains personal information]

(b) If to Priyanka, to:

Priyanka Capital Inc.
701 595 Howe Street
Vancouver, British Columbia, V6C 2T5

Attention: Robert Dubeau, President, CEO and Director
Email: [Contains personal information]

with a copy to (which shall not constitute notice):

McMillan LLP
Royal Centre, Suite 1500
1055 West Georgia Street, PO Box 11117
Vancouver, British Columbia, V6E 4N7

Attention: Mark Neighbor
Email: [Contains personal information]

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Canaccord Genuity Corp.
161 Bay Street, Suite 3000
Toronto, Ontario, M5J 2S1

Attention: Tom Jakubowski
Email: [Contains personal information]

with a copy to (which shall not constitute notice):

McCarthy Tétrault LLP
1000 De La Gauchetière Street West, Suite MZ400
Montreal, Quebec, H3B 0A2

Attention: Hadrien Montagne
Email: [Contains personal information]

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by email transmission to the addressee and (i) a notice which is personally delivered shall, if delivered 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; and (ii) a notice which is sent by email transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

Time of the Essence. Time shall, in all respects, be of the essence hereof.
Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada.
Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation thereof.
Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.
Entire Agreement. This Agreement constitutes the only agreement among the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings, including, without limitation, the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.
Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

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Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Corporation, Priyanka and the Agents irrevocably attorn to the jurisdiction of the courts of the Province of Ontario with respect to any matters arising out of this Agreement.
Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation, Priyanka, the Agents and the Purchasers and their respective successors and permitted assigns; provided that, this Agreement shall not be assignable by any party without the written consent of the others.
Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.
Obligations of the Agents. In performing their respective obligations under this Agreement, the Agents shall be acting severally and neither jointly nor jointly and severally. Nothing in this Agreement is intended to create any relationship in the nature of a partnership, or joint venture between the Agents.
Absence of Fiduciary Relationship. The Corporation acknowledges and agrees that: (a) the Agents have not assumed nor will assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and the Agents do not have any obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (b) the Agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
Lead Agent's Authority. The Corporation and Priyanka shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Agents by the Lead Agent who shall represent the Agents and have authority to bind all the Agents hereunder. In all cases, the Lead Agent shall use its best efforts to consult with the other Agents prior to taking any action contemplated herein.
Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.
Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.
Counterparts and Electronic Transmission. This Agreement may be executed in any number of counterparts and by electronic transmission, each of which so executed shall

constitute an original and all of which taken together shall form one and the same agreement.

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If the Corporation and Priyanka are in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

Yours very truly,

CANACCORD GENUITY CORP.