ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT is effective as of May 27, 2025,

AMONG

PEMBROOK COPPER CORP., a corporation incorporated under the laws of the Province of British Columbia, Canada

("Pembrook")

AND

1001184918 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario, Canada

(the "Purchaser")

AND

1540646 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia, Canada

("AcquisitionCo")

WHEREAS:

A. Pembrook owns 29,531,045 shares (the "Pecoy Peru Shares") in the capital of Pecoy Sociedad Minera S.A.C. ("Pecoy Peru"), representing 76.385% of the outstanding shares of Pecoy Peru;

B. Pecoy Peru is the registered holder of the concessions set out in Schedule D1 hereto (the "Pembrook Claims");

C. Pecoy Peru is the owner of 12,611,087 shares in the capital of Pembrook Copper S.A.C. ("Pemco"), representing 99.99% of the outstanding shares of Pemco; Dan Innes is the registered holder of one share of Pemco (the "Pemco Transfer Share");

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

E. Pembrook also owns 27,650,469 shares in the capital of Torion Mining S.A.C. ("Torion"), representing 99.99% of the outstanding shares of Torion; Dan Innes is the registered holder of one share of Torion (the "Torion Transfer Share");

F. Torion is the registered holder of the concessions set out in Schedule D3 hereto (the "Tororume Claims");

G. Carlos Mauricio Carlessi Vargas ("MCV") owns 5,158,152 shares in the capital of Pecoy Peru (the "MCV Shares"), representing 13.342% of the outstanding shares of Pecoy Peru;

H. Camila Carlessi Vargas ("CCV") owns 3,971,781 shares in the capital of Pecoy Peru (the "CCV Shares"), representing 10.273% of the outstanding shares of Pecoy Peru;

I. 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 D2 hereto (the "Rosita Claims");

J. Aija Resources S.A.C. ("Copper X Peru") is party to the Option Agreement (as defined herein) pursuant to which it has the option to acquire 100% of the Rosita Claims;

K. Copper X Peru is a wholly-owned subsidiary of Copper X Mining Corp. ("Copper X");

L. AcquisitionCo is a wholly-owned subsidiary of Purchaser;

M. The Purchaser wishes to acquire all of the issued and outstanding securities of Pembrook through the Amalgamation (as defined herein) of Pembrook and AcquisitionCo pursuant to the Amalgamation Agreement (as defined herein), substantially in the form attached as Schedule A hereto;

N. The Purchaser has entered into the Voting Support Agreements (as defined herein) with the Pembrook Supporting Shareholders (as defined herein) pursuant to which, among other things, such Pembrook Supporting Shareholders have agreed, subject to the terms and conditions thereof, to vote their Pembrook Shares in favour of the Pembrook Amalgamation Resolution (as defined herein);

O. The Purchaser has entered into an option agreement with MCV dated the date hereof (the "MCV Purchase Agreement") to acquire the MCV Shares from MCV;

P. The Purchaser has entered into a purchase agreement with CCV dated the date hereof (the "CCV Purchase Agreement") to acquire the CCV Shares from CCV;

Q. The Purchaser has entered into a purchase agreement with the shareholders of Copper X dated the date hereof (the "Copper X Purchase Agreement") to acquire 100% of the issued and outstanding shares of Copper X from such shareholders;

R. Following the execution of the Purchase Agreements:

a. the Purchaser will as soon as commercially reasonable, complete an equity financing (the "Purchaser Seed Financing") at a price of C$0.30 per common share of the Purchaser for gross proceeds of C$2,000,000;

b. Copper X will, pursuant to the Copper X Purchase Agreement and as soon as commercially reasonable, complete a financing (the "Copper X Seed Financing") at a price of C$0.30 per common share of Copper X for gross proceeds of C$1,000,000; and

c. the Purchaser will launch and as soon as commercially reasonable, complete a financing (the "RTO Financing") for minimum gross proceeds of C$25,000,000 (or such other amount as is agreed by the Parties and sufficient to allow the Resulting Issuer to meet minimum TSXV listing requirements) by way of a private placement of subscription receipts (the "RTO Subscription Receipts") pursuant to an agency agreement with one or more brokers (the "RTO Agency Agreement"), at a price of C$0.60 per Subscription Receipt;

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S. The RTO Subscription Receipts shall be automatically exchanged for or converted into common shares of the Purchaser upon the satisfaction of certain escrow release conditions (the "Escrow Release Conditions") to be set forth in the RTO Agency Agreement;

T. Following the execution of the Purchase Agreements, the Purchaser shall use commercially reasonable efforts to enter into a binding definitive agreement (the "RTO Definitive Agreement") with either a "Capital Pool Company" (as such term is defined in the policies of the TSXV) or a similar vehicle (the "Shell") in order to effect a reverse take-over (the "RTO") by the Purchaser of the Shell;

U. Upon the closing of the RTO (the "RTO Closing"), (i) the Purchaser will amalgamate with a wholly-owned Ontario subsidiary of the Shell to form an amalgamated company referred to herein as "RTO Amalco"), (ii) the then outstanding securities of the Purchaser will be exchanged for comparable securities of the Shell on a one-for-one basis or on the basis of some other exchange ratio as agreed to among the Parties, and (iii) RTO Amalco shall become a wholly-owned subsidiary of the Shell. As at the RTO Closing, the Shell shall thereafter be referred to as the "Resulting Issuer"; and

V. The common shares of the Resulting Issuer shall commence trading on the TSXV within three (3) Business Days of the date of the RTO Closing.

W. Concurrent with the execution of this Agreement, the MCV Purchase Agreement and the CCV Purchase Agreement, each of Pembrook, MCV, and CCV have entered into a settlement agreement providing for: (i) the cancellation and termination of the Existing Pembrook-Carlessi Arbitrations; (ii) the termination of the Pecoy Shareholders' Agreement; (iii) the waiver of any rights of refusal of any of the parties thereto in respect of the transfer, purchase or sale of any shares of Pecoy Peru; and (iv) the granting of mutual releases by each of the parties thereto to the other parties to the Settlement Agreement with respect to any prior claims, damages, litigation or other causes of action pertaining or relating, directly or indirectly, to their respective ownership interests in Pecoy Peru and any of their rights under the Pecoy Shareholders' Agreement (the "Settlement Agreement"), a copy of which is attached hereto as Schedule L. The Settlement Agreement is effective as of its execution for the purpose of continuing the suspension of the Existing Pembrook-Carlessi Arbitrations and the waiver of any previous rights of first refusal between the parties thereto, while the covenants regarding the termination of the Pecoy Shareholders' Agreement and the cancellation and termination of the Existing Pembrook-Carlessi Arbitrations shall take effect as at the RTO Closing. The Settlement Agreement shall expire in the event the RTO has not closed by the Outside Date.

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties to this Agreement, the Parties agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms have the meanings hereinafter set forth:

(a) "Adjusted Pembrook Net Liabilities" means the consolidated aggregate liabilities of Pembrook as at the determination date (including for greater uncertainty, all amounts outstanding under the then existing Pembrook Convertible Debt), less Pembrook's consolidated aggregate current assets as at such date, less $6,550,000.

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(b) "Agnico Eagle" means Agnico Eagle Mines Limited.

(d) "Agreement" means this acquisition agreement, including all Schedules, as it may be supplemented, amended or replaced by written agreement among the Parties from time to time.

(e) "Alternative Transaction" means, other than in connection with: (1) the transactions contemplated in this Agreement, including, but not limited to, the Amalgamation; (2) outstanding contractual or other obligations of any Party as of the date hereof; or (3) any other transaction approved in writing by the other Parties, any offer, proposal or inquiry relating to, or any Person's indication of interest in: (i) the sale, license, disposition, or acquisition of all or a material portion of the business or Assets of Pembrook, AcquisitionCo or Purchaser, where for the purposes of this Agreement, material means greater than or equal to 20% of the consolidated business or Assets of a Party; (ii) the issuance, disposition, or acquisition of (A) any capital stock or other equity security of Pembrook, AcquisitionCo or Purchaser, (B) any subscription, option, call, warrant, pre-emptive rights, right of first refusal, or any other right (whether or not exercisable) to acquire any capital stock of other equity security of Pembrook, AcquisitionCo or Purchaser, or (C) any security, instrument or obligation that is or may become convertible into or exchangeable for any capital stock or other equity security of Pembrook, AcquisitionCo or Purchaser; or (iii) any merger, consolidation, business combination, reorganization, or similar transaction involving Pembrook, AcquisitionCo or Purchaser.

(f) "Amalco" means the corporation resulting from the Amalgamation.

(g) "Amalco Shares" means the common shares without par value in the capital of Amalco.

(h) "Amalgamating Companies" means AcquisitionCo and Pembrook.

(i) "Amalgamation" means the amalgamation of the Amalgamating Companies under Section 269 of the BCBCA upon the terms and subject to the conditions set forth in the Amalgamation Agreement, as contemplated by this Agreement.

(j) "Amalgamation Agreement" means the amalgamation agreement between Purchaser, AcquisitionCo and Pembrook, substantially in the form attached as Schedule A, including the recitals, schedules and exhibits thereto, as the same may be amended, modified or supplemented in accordance with its terms.

(k) "Amalgamation Application" means the amalgamation application to be filed by the Amalgamating Companies with the Registrar in accordance with Section 275(1)(a) of the BCBCA.

(l) "AcquisitionCo Amalgamation Resolution" means the resolution of Purchaser, as the sole shareholder of AcquisitionCo, approving the Amalgamation, substantially in the form and content of Schedule B attached hereto.

(m) "AcquisitionCo Shares" means the common shares without par value in the capital of AcquisitionCo.

(n) "Assets" means, with respect to a Party to this Agreement, all property (tangible or intangible) owned, leased or otherwise held for or used by the Party in the operation of its business.

(o) "Associate" has the meaning ascribed thereto in the Securities Act.

(p) "Authorizations" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving

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of notice without an objection being made) of any Governmental Authority, regulatory agency or self-regulatory organizations required by Pembrook, AcquisitionCo or Purchaser in connection with the completion of the Amalgamation and the transactions contemplated by this Agreement.

(q) "BCBCA" means its business Corporations Act (British Columbia).

(r) "Books and Records" means all books and records of Pembrook or Purchaser, as applicable, and all copies of Material Contracts, deeds or instruments, evidence of ownership and other material documents relating to and used or held for use by Pembrook with its Assets or its business or by Purchaser, as applicable, whether in print, stored electronically or otherwise.

(s) "Business Day" means any day other than a Saturday or Sunday or a statutory or civic holiday in Vancouver, British Columbia or Toronto, Ontario.

(t) "CCV" has the meaning ascribed thereto in the Recitals herein.

(u) "CCV Purchase Agreement" has the meaning ascribed thereto in the Recitals herein.

(v) "CCV Shares" has the meaning ascribed thereto in the Recitals herein.

(w) "Closing Documents" has the meaning ascribed thereto in Section 8.1.

(x) "Consents" means all consents, approvals or other waivers, as applicable, from any party to any contracts, leases, licenses, permits, agreements or other arrangements that directly relate to the business of Pembrook, AcquisitionCo or Purchaser, and that are necessary or advisable in connection with the execution of this Agreement, or the performance of any terms hereof or any document delivered pursuant hereto, or the completion of any of the transactions contemplated by this Agreement and the Amalgamation Agreement.

(y) "Consideration" has the meaning ascribed thereto in Section 2.4(c).

(z) "Constating Documents" means the articles and notice of articles and any other instrument pursuant to which a Party was created, incorporated, continued, amalgamated or otherwise established, as the case may be, and/or which governs in whole or in part such Party's affairs, together with any amendments thereto.

(aa) "Copper X" has the meaning ascribed thereto in the Recitals herein.

(bb) "Copper X Peru" has the meaning ascribed thereto in the Recitals herein.

(cc) "Copper X Purchase Agreement" has the meaning ascribed thereto in the Recitals herein.

(dd) "Copper X Seed Financing" has the meaning ascribed thereto in the Recitals herein.

(ee) "Disclosure Document" means a document containing the information in respect of the respective parties and the transactions contemplated by the Transaction Agreements in a form prescribed by the TSXV in connection with the Going Public Transaction.

(ff) "Dissenting Pembrook Share" means a Pembrook Share held by a Dissenting Shareholder.

(gg) "Dissenting Shareholder" means a Pembrook Shareholder who validly exercises their Dissent Rights and becomes entitled to receive, if the Amalgamation is completed, the fair value of such Pembrook Shareholder's Pembrook Shares, provided such Pembrook Shareholder has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights or otherwise failed to comply with the requirements of the BCBCA.

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(hh) “Dissent Rights” means the rights of dissent provided to Pembrook Shareholders in respect of the Amalgamation, as provided for pursuant to Section 272 of the BCBCA.

(ii) “Effective Date” means the effective date of the Amalgamation, as set forth in and indicated on the certificate of amalgamation issued by the Registrar and giving effect to the Amalgamation.

(jj) “Effective Time” means 10:00 a.m. (Vancouver time) on the Effective Date or such other time as Pembrook and Purchaser, each acting reasonably, may agree to, such agreement to be evidenced by the filing of the Amalgamation Application with such other Effective Time.

(kk) “Employment Agreement” means any employment, consulting, severance pay, continuation pay, termination pay, change of control or indemnification agreements or other similar agreements of any nature whatsoever.

(ll) “Encumbrances” has the meaning ascribed thereto in Section 3.1(bb).

(mm) “Environmental Approvals” means all material permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals issued or required by any Governmental Authority pursuant to any Environmental Laws.

(nn) “Environmental Law” means any applicable Law relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals.

(oo) “Escrow Release Conditions” has the meaning ascribed thereto in the Recitals herein.

(pp) “Existing Pembrook-Carlessi Arbitrations” means the existing arbitration proceedings commenced by Pembrook against MCV -Case 7-2021-AMCHAM- and commenced by MCV against Pecoy Peru and Pembrook -Case 25-2020-AMCHAM and commenced by MCV against Pembrook, Pecoy Peru and Urion Mexico Holdings Ltd. -Case 13-2021-AMCHAM.

(qq) “Going Public Transaction” means the completion of the RTO and the listing of the Resulting Issuer common shares on the TSXV.

(rr) “Governmental Authority” means any foreign, national, provincial, local, or state government, any political subdivision or any governmental, judicial, public, or statutory instrumentality, court, tribunal, agency, including those pertaining to health, safety, or the environment, authority, body, or entity, or other regulatory bureau, authority, body, or entity, having legal jurisdiction over the activity or Person in question.

(ss) “Grantors” has the meaning ascribed thereto in the Option Agreement.

(tt) “IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.

(uu) “Law” means any federal, provincial, local, municipal, state, foreign or other administrative statute, law, order, constitution, ordinance, principle of common law, regulation, rule or treaty.

(vv) “Lien” means any mortgage, hypothec, lien, security interest, lease, option, right of third parties or other charge or encumbrance whatsoever, including the lien or retained title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

(ww) “Lock-up Agreement” has the meaning ascribed thereto in Section 7.1(q).

(xx) “Material Adverse Change” means any change (or any condition, event or development involving a prospective change) in the business, operations, affairs, assets, liabilities (including any

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contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), capitalization, financial condition, prospects, licenses, permits, rights or privileges, of a corporation or any of its subsidiaries which could reasonably be expected to materially and adversely affect such corporation and its subsidiaries, taken as a whole.

(yy) "Material Contract" means, in relation to Pembrook and the Pembrook Subsidiaries, any contract which, if terminated, would cause a Material Adverse Change to Pembrook or any Pembrook Subsidiary.

(zz) "material fact", "material change" and "misrepresentation" have the meanings ascribed thereto in the Securities Act.

(aaa) "MCV" has the meaning ascribed thereto in the Recitals herein.

(bbb) "MCV Shares" has the meaning ascribed thereto in the Recitals herein.

(ccc) "MCV Purchase Agreement" has the meaning ascribed thereto in the Recitals herein.

(ddd) "Minandex" has the meaning ascribed thereto in the Recitals herein.

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

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

(ggg) "Option Agreement" means the option agreement dated February 7, 2025 between Copper X Peru and Minandex.

(hhh) "Other Party" means Pembrook in relation to the Purchaser or Purchaser in relation to Pembrook.

(iii) "Outside Date" means September 30, 2025, or such later date as may be agreed upon in writing by Pembrook and Purchaser.

(jjj) "Party" means a party to this Agreement and "Parties" means two or more of them, collectively.

(kkk) "Pecoy Land Agreement" has the meaning ascribed thereto in the Recitals herein.

(lll) "Pecoy Peru" has the meaning ascribed thereto in the Recitals herein.

(mmm) "Pecoy Peru Shares" has the meaning ascribed thereto in the Recitals herein.

(nnn) "Pecoy Shareholders' Agreement" means the subscription, option and shareholders agreement dated August 28, 2013 among Pecoy Peru, MCV, Urion Mexico Holdings Ltd., Pembrook and Pembrook Copper S.A.C.

(ooo) "Pembrook" has the meaning ascribed thereto in the Recitals herein.

(ppp) "Pembrook Amalgamation Resolution" means the resolutions of the Pembrook Shareholders passed at the Pembrook Meeting or otherwise in accordance with the requirements of applicable Laws approving the Amalgamation.

(qqq) "Pembrook Budget" shall have the meaning ascribed thereto in the Pembrook Disclosure Letter.

(rrr) "Pembrook Claims" has the meaning ascribed thereto in the Recitals herein.

(sss) "Pembrook Convertible Debt" has the meaning ascribed thereto in Section 3.1(j).

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(ttt) "Pembrook Disclosure Letter" means the disclosure letter dated the date hereof regarding this Agreement that has been executed by Pembrook and delivered to the Purchaser concurrently with the execution of this Agreement;

(uuu) "Pembrook Financial Statements" means the draft management financial statements for Pembrook attached hereto as Schedule C.

(vvv) "Pembrook Meeting" has the meaning ascribed thereto in Section 2.1(a).

(www) "Pembrook Meeting Notice" has the meaning ascribed thereto in Section 2.1(a)(i).

(xxx) "Pembrook Options" means incentive stock options of Pembrook.

(yyy) "Pembrook Shareholders" means the registered holders of Pembrook Shares, and "Pembrook Shareholder" means any of the Pembrook Shareholders.

(zzz) "Pembrook Shares" means the common shares without par value in the capital of Pembrook.

(aaaa) "Pembrook Subsidiary" has the meaning ascribed thereto in Section 3.1(i).

(bbb) "Pembrook Supporting Shareholders" means collectively, the Pembrook directors and senior officers and the Pembrook Shareholders set forth in Schedule I hereto;

(cccc) "Pemco" has the meaning ascribed thereto in the Recitals herein.

(dddd) "Pemco Transfer Share" has the meaning ascribed thereto in the Recitals herein.

(eeee) "Permit" means any license, permit, certificate, consent, order, grant, approval, classification, registration, flagging or other authorization of and from any Governmental Authority.

(ffff) "Person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status.

(gggg) "Pre-Closing Reorganization" has the meaning ascribed thereto in Section 4.11.

(hhhh) "Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

(iii) "Purchase Agreements" means collectively, this Agreement, the MCV Purchase Agreement, the CCV Purchase Agreement and the Copper X Purchase Agreement.

(jjjj) "Purchaser Options" means the incentive stock options of Purchaser.

(kkkk) "Purchaser Seed Financing" has the meaning ascribed thereto in the Recitals herein.

(lll) "Purchaser Shareholders" means the registered holders of Purchaser Shares or Purchaser Shares, as applicable; and "Purchaser Shareholder" means any of the Purchaser Shareholders.

(mmmm) "Purchaser Shares" means the common shares without par value in the capital of Purchaser.

(nnnn) "Purchaser Warrants" means the share purchase warrants of the Purchaser.

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(ooo) "Registrar" means the Registrar of Companies appointed under the BCBCA.

(pppp) "Representative" means, as to any Party, such Party's subsidiaries and affiliates and its directors, officers, employees, agents and advisors (including without limitation, financial advisors, counsel and accountants).

(qqqq) "Resulting Issuer" has the meaning ascribed thereto in the Recitals herein.

(rrrr) "Resulting Issuer Shares" means the common shares in the capital of the Resulting Issuer.

(ssss) "Rosita Claims" has the meaning ascribed thereto in the Recitals herein.

(tttt) "RTO" has the meaning ascribed thereto in the Recitals herein.

(uuuu) "RTO Agency Agreement" has the meaning ascribed thereto in the Recitals herein.

(vvvv) "RTO Amalco" has the meaning ascribed thereto in the Recitals herein.

(wwww) "RTO Definitive Agreement" has the meaning ascribed thereto in the Recitals herein.

(xxxx) "RTO Financing" has the meaning ascribed thereto in the Recitals herein.

(yyyy) "RTO Subscription Receipts" has the meaning ascribed thereto in the Recitals herein.

(zzzz) "Securities Act" means the Securities Act (British Columbia) and/or the Securities Act (Ontario), as applicable.

(aaaaa) "Settlement Agreement" has the meaning ascribed thereto in the Recitals herein.

(bbbbb) "Shell" has the meaning ascribed thereto in the Recitals herein.

(ccccc) "Tax" or, collectively, "Taxes" means any and all federal, state, provincial, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, taxable income, profits, sales, use and occupation, and value added, ad valorem, goods and services, employer health, capital gains, transfer, franchise, withholding, payroll, recapture, employment, excise, capital, lease, service, license, severance, stamp, occupation, premium, environmental, windfall profit and property taxes, customs, duties and other taxes, governmental fees and other like assessments or charges of any kind whatsoever, including Canada Pension Plan or provincial pension plan premiums and employment insurance payments, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity.

(ddddd) "Tax Return" means all returns, information returns, reports, declarations, elections, notices, filings, forms, statements and other documents and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

(eeeee) "Torion" has the meaning ascribed thereto in the Recitals herein.

(fffff) "Torion Shares" has the meaning ascribed thereto in the Recitals herein.

(ggggg) "Torion Transfer Share" has the meaning ascribed thereto in the Recitals herein.

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(hhhhh) "Tororume Claims" has the meaning ascribed thereto in the Recitals herein.

(iii) "Transaction Agreements" means collectively, the Purchase Agreements, the Option Agreement, the RTO Agency Agreement and the RTO Definitive Agreement.

(jjjj) "Transactions" means collectively the transactions contemplated herein and in the Transaction Agreements.

(kkkkk) "TSXV" means the TSX Venture Exchange.

(llll) "U.S. Accredited Investor" means an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act.

(mmmmm) "U.S. Accredited Investor Certificate" has the meaning ascribed thereto in Section 2.8.

(nnnnn) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time.

(ooooo) "Voting Support Agreements" means the voting support agreements (including all amendments thereto), in the form as appended hereto as Schedule H, between the Purchaser and the Pembrook Supporting Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their Pembrook Shares in favour of the Pembrook Amalgamation Resolution.

1.2 Schedules

This Agreement contains the following schedules, which form an integral part of this Agreement:

Schedule A: Form of Amalgamation Agreement

Schedule B: Acquisition Co Amalgamation Resolution

Schedule C: Pembrook Financial Statements

Schedule D: Pembrook Claims, Tororume Claims and Rosita Claims

Schedule E: Pembrook Convertible Securities

Schedule F: Pro Forma Capitalization of the Resulting Issuer

Schedule G: U.S. Accredited Investor Certificate

Schedule H: Form of Voting Support Agreement

Schedule I: Pembrook Supporting Shareholders

Schedule J: Form of Lock-up Agreement

Schedule K: Settlement Agreement

Schedule L: Structure Chart

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1.3 Corporation, Subsidiaries and Affiliates

When a reference is made in this Agreement to subsidiaries of a corporation or any other entity, the word "subsidiary" means any corporation of which outstanding voting securities carrying more than 50% of the votes for the election of directors are, or any partnership, joint venture or other entity more than 50% of whose total equity interest is, directly or indirectly, owned by such corporation or such other entity, as the case may be, and such greater than 50% ownership constitutes "control", and "controlling" and "controlled" have corresponding meanings. When a reference is made in this Agreement to "affiliates" of a corporation or any other entity, "affiliate" of any given Person, means a Person that, directly or indirectly, owns a controlling or majority interest in, is owned by, controls or is controlled by, has the power and authority to direct, or is directed by, or is under common ownership with, such given Person.

1.4 Number, Gender and Persons

In this Agreement, words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons will include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind.

1.5 Interpretations Not Affected by Headings, etc.

The division of this Agreement into Parts, Sections and other parts and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to a "Part", "Section" or "Schedule" followed by a number and/or a letter refer to the specified Part, Section or Schedule of this Agreement. The terms "hereof", "hereby", "herein" and "hereunder" and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular Part, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. Any capitalized terms used in any Schedule, but not otherwise defined therein, will have the meaning as defined in this Agreement. Wherever the term "includes" or "including" is used, it will be deemed to mean "includes, without limitation" or "including, without limitation", respectively.

1.6 Date for Any Action

If any date on which any action is required or permitted to be taken hereunder is not a Business Day, such action will be required or permitted to be taken on or by the next succeeding day which is a Business Day, unless otherwise required by applicable Law.

1.7 Time Periods

Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

1.8 Time and Currency

All times expressed herein are local time in Vancouver, British Columbia, unless otherwise stipulated. All sums of money, references to "dollars" or "$" or "C$" in this Agreement will be in Canadian funds.

1.9 Knowledge

Where any representation or warranty in this Agreement is expressly qualified by reference to the knowledge of a Party, it is deemed to refer to the knowledge which such Party has or would have had if it had made a diligent inquiry (including of appropriate officers and directors) as a prudent Person would have considered necessary or advisable as to the matters that are the subject of the representations and warranties.

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1.10 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute, regulation, direction or instrument is to that statute, regulation, direction or instrument as now enacted or as the same may from time to time be amended, re-enacted or replaced, and in the case of a reference to a statute, includes any regulations, rules, policies or directions made thereunder.

1.11 No Presumption

The Parties hereto and their counsel have participated jointly in the negotiation and drafting of this Agreement and the Amalgamation Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement and the Amalgamation Agreement are to be construed as if drafted jointly by the Parties hereto. No presumption or burden of proof will arise in favour of any Party by virtue of the authorship of any provision of this Agreement or the Amalgamation Agreement.

ARTICLE 2 AMALGAMATION AND RELATED TRANSACTIONS

2.1 Pembrook Shareholder Approval

(a) As soon as reasonably practicable after the date hereof, Pembrook will establish a record date for (both for notice of, and voting), call, give notice of, convene and hold a special meeting of Pembrook Shareholders (the "Pembrook Meeting"), in order to consider and vote upon the Pembrook Amalgamation Resolution and will send out to the Pembrook Shareholders in respect of the Pembrook Meeting:

(i) a notice of the Pembrook Meeting in accordance with Section 271(2) of the BCBCA (the "Pembrook Meeting Notice");

(ii) the documents and information required under Section 271(3) of the BCBCA to accompany the Pembrook Meeting Notice; and

(iii) such proxy-related materials as may be necessary or desirable in order to facilitate voting by proxy upon the Pembrook Amalgamation Resolution by the Pembrook Shareholders at the Pembrook Meeting.

(b) The Pembrook Meeting shall be held no later than thirty (30) days from the date hereof.

(c) Notwithstanding Section 2.1(a) or any other provision of this Agreement, Pembrook may obtain approval by the Pembrook Shareholders for the Pembrook Amalgamation Resolution by a unanimous consent resolution in writing of the Pembrook Shareholders or in such other method as to be compliant with the requirements of applicable Laws and Pembrook's Constating Documents, in which case Pembrook will not be obligated to hold the Pembrook Meeting nor do any of the other things contemplated by Section 2.1(a) in respect of a Pembrook Meeting.

2.2 AcquisitionCo Shareholder Approval

Prior to the Effective Time, Purchaser will execute consent resolutions with respect to the AcquisitionCo Amalgamation Resolution in its capacity as the sole shareholder of AcquisitionCo, such that the AcquisitionCo Amalgamation Resolution will constitute a unanimous resolution under the BCBCA of the sole shareholder of AcquisitionCo approving the Amalgamation.

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2.3 Purchaser Board Approval

Prior to the Effective Time, Purchaser will obtain the approval of its board of directors in respect of the transactions contemplated by this Agreement, including the issuance of the Purchaser Shares, Purchaser Options and Purchaser Warrants hereunder.

2.4 Amalgamation

Provided that the conditions precedent in Article 7 that must be satisfied prior to the Effective Time are satisfied or waived (by the Party entitled to waive) and the Closing Documents have been executed and delivered to the satisfaction of the Parties and their counsel, each of Purchaser and Pembrook will, in accordance with and subject to the terms and conditions of this Agreement and the Closing Documents, cause the Amalgamation Application to be filed with the Registrar to effect the Amalgamation pursuant to which:

(a) the Amalgamating Companies will amalgamate by way of statutory amalgamation under the BCBCA and continue as one company, being Amalco;

(b) each issued and outstanding AcquisitionCo Share will be exchanged for one Amalco Share, and the issued and outstanding AcquisitionCo Share will be cancelled;

(c) each of the Pembrook Shareholders (other than Dissenting Shareholders) will receive, as consideration for their Pembrook Shares, 0.14667 of a Purchaser Share (the "Consideration") for each Pembrook Share held (having a value of $0.088 assuming a value per Purchaser Share of $0.60), and every share certificate or written acknowledgement of uncertificated shares representing a Pembrook Share will be deemed to be cancelled and will represent only the right to receive the Consideration for each cancelled Pembrook Share;

(d) each Dissenting Shareholder will cease to have any rights as a Pembrook Shareholder other than the right to be paid by Pembrook the fair value of the Pembrook Shares held by the Dissenting Shareholder in accordance with section 272 of the BCBCA;

(e) as consideration for the issuance of the Purchaser Shares and other securities to the Pembrook Shareholders, Amalco will issue to the Purchaser 100 Amalco Shares;

(f) all of the property, rights, privileges and Assets of each of AcquisitionCo and Pembrook will be the property, rights, privileges and assets of Amalco, and Amalco will assume all of the liabilities and obligations of each of AcquisitionCo and Pembrook; and

(g) each Pembrook Option shall be exchanged for 0.14667 of a Purchaser Option having an exercise price equal to the exercise price of the Pembrook Option divided by 0.14667.

2.5 Securities Law and Corporate Law Compliance

The Parties will diligently and in good faith do all such acts and things as may be necessary to:

(a) comply with applicable Laws in relation to the proposal and, if approved, passing of the AcquisitionCo Amalgamation Resolution and the Pembrook Amalgamation Resolution;

(b) prepare and submit the Amalgamation Application to the Registrar in accordance with the requirements of the BCBCA, including, without limitation, the affidavits required under Section 277 of the BCBCA; and

(c) comply with any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by any Party to be

necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Amalgamation.

2.6 Issuance of Purchaser Shares

Provided that the conditions precedent in Article 7 that are required to be satisfied prior to the Effective Time are satisfied or waived by Purchaser, Purchaser will, in accordance with and subject to the terms and conditions of this Agreement and the Closing Documents, cause the issuance on the Effective Date of the Purchaser Shares to be issued to the Pembrook Shareholders pursuant to the Amalgamation on an uncertificated basis, subject to applicable Law.

2.7 U.S. Securities Laws

Each Pembrook Shareholder in the United States will, upon request by the Purchaser, as a condition of receiving Purchaser Shares upon the completion of the Amalgamation and Resulting Issuer Shares upon completion of the RTO, be required to deliver to the Purchaser immediately prior to the Amalgamation a certificate substantially in the form of Schedule G (the "U.S. Accredited Investor Certificate") confirming such person's status as a U.S. Accredited Investor, together with any supporting information as may be reasonably requested by the Purchaser in order to confirm such person's status as a U.S. Accredited Investor and any other information required to establish the availability of an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws for the issuance of such Purchaser Shares and Resulting Issuer Shares to such Pembrook Shareholder.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Pembrook

Pembrook hereby makes, as of the date hereof, the following representations and warranties and acknowledges that Purchaser and AcquisitionCo are relying upon such representations and warranties for the purpose of entering into this Agreement:

(a) Pembrook is a corporation duly incorporated, validly existing and in good standing under the BCBCA;

(b) the only subsidiaries of Pembrook are the Pembrook Subsidiaries;

(c) each of the Pembrook Subsidiaries is duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation;

(d) each of Pembrook and Pecoy Peru is duly registered and licensed to carry on its respective business in the jurisdictions in which it carries on such business or owns property where so required by the Laws of that jurisdiction and is not otherwise precluded from carrying on its business or owning property in such jurisdictions by any other commitment, agreement or document;

(e) each of Pembrook and Pecoy Peru is in material compliance with all applicable laws in the jurisdictions in which it carries on its business and which may materially affect it, has not received a notice of non-compliance, nor does it know of any facts that could give rise to a notice of such non-compliance with any applicable laws and neither Pembrook nor Pecoy Peru is aware of any pending change or contemplated change to any applicable law or governmental position that would materially affect its business or legal environment under which it operates;

(f) each of the Pembrook Subsidiaries is in material compliance with all applicable Laws in the jurisdictions in which it carries on its business;

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(g) no proceedings have been taken or authorized by Pembrook or, to the knowledge of Pembrook, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of Pembrook or any Pembrook Subsidiary, or with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to Pembrook or any Pembrook Subsidiary;

(h) Pembrook has an authorized share capital consisting of an unlimited number of Pembrook Shares without par value, of which 149,410,199 Pembrook Shares are currently issued and outstanding;

(i) attached as Schedule L is a corporate structure chart for Pembrook that correctly depicts each of Pembrook's direct and indirect subsidiaries (the "Pembrook Subsidiaries"), its ownership interest in each Pembrook Subsidiary and the jurisdiction of incorporation of each Pembrook Subsidiary;

(j) all securities of Pembrook have been issued in compliance with applicable laws, including the BCBCA and applicable securities Laws;

(k) attached as Schedule E1 is a list of all outstanding Pembrook Options and attached as Schedule E2 is a list of all outstanding convertible debt of Pembrook (the "Pembrook Convertible Debt"); other than the foregoing, there are no outstanding securities of Pembrook convertible or exchangeable into shares or other securities of Pembrook;

(l) Pembrook is not subject to any regulatory decision or order prohibiting or restricting transfer of its securities;

(m) Pembrook is not a reporting issuer or equivalent in any jurisdiction and the Pembrook Shares are not publicly listed on any securities exchange;

(n) Pembrook has the power, authority and capacity to execute and perform its obligations under this Agreement and each of the Closing Documents to which it is, or will be, a party;

(o) the execution and delivery by Pembrook of this Agreement, and, once signed, each of the Closing Documents to which it is a party and the performance of its obligations thereunder and contained therein have been or will have been duly authorized by all applicable corporate action;

(p) this Agreement constitutes a legal, valid and binding obligation of Pembrook, enforceable in accordance with its terms, and upon the execution and delivery by Pembrook of the Closing Documents to which it is a party, each will constitute a legal, valid and binding obligation of Pembrook, enforceable against Pembrook, in accordance with its terms;

(q) neither the execution and delivery of this Agreement and the Closing Documents nor the consummation of the Amalgamation will directly or indirectly (with or without notice or lapse of time) (i) conflict with or result in a material breach or violation of any provision of the Constating Documents of Pembrook; (ii) conflict with or result in a material breach or violation of any applicable Law to which Pembrook is subject, the effect of which would reasonably be expected to result in a Material Adverse Change to Pembrook, (iii) constitute a default under or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit to which Pembrook is entitled, under any Material Contract to which Pembrook or any Pembrook Subsidiary is a party or any permit or similar authorization relating to Pembrook or its business; or (iv) result in the creation or imposition of any Lien relating to Pembrook;

(r) Pembrook is not aware of any pending or contemplated change to any applicable Law or governmental position that would reasonably be likely to result in a Material Adverse Change to its business, as currently conducted, or the legal environment under which Pembrook operates;

(s) no approval, order, consent of or filing with any Governmental Authority is required on the part of Pembrook (other than as expressly contemplated herein) in connection with the execution and delivery of this Agreement and, once signed, the Closing Documents, or the performance by

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Pembrook of its obligations pursuant to this Agreement and, once signed, the Closing Documents, the absence of which would reasonably be likely to result in a Material Adverse Change to Pembrook;

(t) there is no requirement for Pembrook to make any filing with, give any notice to, or obtain any consent, approval, waiver or other similar authorization of, any Person (other than as expressly contemplated herein), as a result of, or in connection with, with the execution and delivery of this Agreement and, once signed, the Closing Documents, or as a requirement or condition of the lawful completion of the Amalgamation and the other transactions contemplated by this Agreement, for which the failure to do so would reasonably be expected to result in a Material Adverse Change to Pembrook. For greater certainty, no consents or approvals are required under the Material Contracts in order for Pembrook to complete the Amalgamation;

(u) each of Pembrook and each Pembrook Subsidiary has prepared and filed all applicable Tax Returns with all appropriate Governmental Authorities which were required to be filed on or prior to the Effective Date. Each such Tax Return was correct and complete in all material respects;

(v) each of Pembrook and each Pembrook Subsidiary has paid all Taxes shown as due and payable by it on all its Tax Returns and has paid all assessments and reassessments it has received in respect of Taxes. Each of Pembrook and each Pembrook Subsidiary has paid all Tax installments due and payable by it;

(w) there are no assessments or reassessments of Taxes that have been issued and are outstanding. None of Pembrook or the Pembrook Subsidiaries is negotiating any assessment or reassessment with any Governmental Authority. None of Pembrook or the Pembrook Subsidiaries is aware of any liabilities of such company for Taxes or any grounds for an assessment or reassessment including aggressive treatment of income expenses, credits or other claims for deduction under any Tax Return;

(x) set out in the Pembrook Disclosure Letter is a list of each Material Contract. True and complete copies of all Material Contracts have been provided to the Purchaser and, as of the date thereof, no such Material Contract has been modified, rescinded or terminated;

(y) each Material Contract is in full force and effect and is a valid and binding obligation of Pembrook or the Pembrook Subsidiaries and, to the knowledge of Pembrook, the other parties thereto and is enforceable by Pembrook or the Pembrook Subsidiaries in accordance with its respective terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(z) except as set out in the Pembrook Disclosure Letter, Pembrook or the Pembrook Subsidiaries, as applicable, have performed in all material respects, all respective obligations required to be performed by it to date under the Material Contracts and none of Pembrook or the Pembrook Subsidiaries or, to the knowledge of Pembrook, the other parties thereto, is in breach or violation of or in default in any material respect under (in each case, with or without notice or lapse of time or both), any Material Contract. Except as set out in the Pembrook Disclosure Letter, neither Pembrook nor any Pembrook Subsidiary has received or given any notice of default under any Material Contract which remains uncured, and there exists no state of facts which after notice or lapse of time or both would constitute a default under or material breach of any Material Contract or result in the inability of a party to any Material Contract to perform its obligations thereunder.

(aa) the data and information in respect of Pembrook and its Assets, liabilities, business and operations provided, or to be provided, by Pembrook or its Representatives to the Purchaser or its Representatives is, and will be, accurate and correct in all material respects as at the date thereof or the date provided, as applicable, and, in respect of any information provided or to be provided, do not omit to state a material fact, did not and will not knowingly omit any material data or

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information necessary to make any data or information provided or to be provided not misleading in any material respect as at the date hereof or the date provided, as applicable;

(bb) except as set out in the Pembrook Disclosure Letter, Pembrook holds title to its Assets free and clear of all Liens, adverse claims, easements, rights of way, servitudes, zoning or building restrictions or any, other rights of others or other adverse interests of any kind, including leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements (collectively, "Encumbrances"), except any Encumbrances which would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change;

(cc) there has been no material change in Pembrook's accounting policies or in the financial condition of Pembrook since the date of the most recent Pembrook Financial Statements;

(dd) Pembrook has no material liabilities of any nature (matured or unmatured, fixed or contingent), other than:

(i) those that are set forth or adequately provided for in the balance sheet and associated notes thereto included in the Pembrook Financial Statements; and
(ii) those incurred in connection with the preparation and execution of the Letter of Intent and this Agreement and related matters;

(ee) Pembrook has maintained proper accounting records such that an audit can readily be completed on its financial statements;

(ff) since the date of the most recent Pembrook Financial Statements, its business has been conducted in the ordinary course, and there has not been:

(i) any event, occurrence, state of circumstances, or facts or change in Pembrook or in its business that has had, or which Pembrook may, after reasonable inquiry, expect to have, either individually or in the aggregate, a Material Adverse Change;
(ii) any (A) change in any the liabilities of Pembrook that has had, or which Pembrook may, after reasonable inquiry, expect to have, a Material Adverse Change or (B) any incurrence, assumption or guarantee of any indebtedness for borrowed money by Pembrook in connection with its business or otherwise;
(iii) any payments by Pembrook in respect of any indebtedness of Pembrook for borrowed money or in satisfaction of any liabilities of Pembrook related to its business, other than in the ordinary course of business or the guarantee by Pembrook of any of the indebtedness of any other Person;
(iv) any transaction or commitment made, or any Material Contract entered into, by Pembrook, or any waiver, amendment, termination or cancellation of any Material Contract by Pembrook, or any relinquishment of any rights thereunder by Pembrook or of any other right or debt owed to Pembrook, other than, in each such case, actions taken in the ordinary course of business consistent with past practice;
(v) other than in the ordinary course of business and consistent with past practice, any: (A) grant of any severance, continuation or termination pay to any director, officer, stockholder or employee of Pembrook, (B) entering into of any Employment Agreement, (C) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or any Employment Agreement, (D) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, stockholders or employees of Pembrook, (E) change in the terms of any bonus, pension, insurance, health or other

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employee benefit plan of or (F) representation of Pembrook to any employee or former employee of Pembrook that Pembrook promised to continue any employee benefit plan after the Effective Date; or

(vi) any distribution, dividend, bonus, management fee or other payment by Pembrook to any officer, director, stockholder or affiliate of Pembrook or any of their respective affiliates or Associates, other than payments of salaries or compensation in connection with services rendered in the normal course;

(gg) the financial books, records and accounts of Pembrook and the Pembrook Subsidiaries have, in all material respects, been maintained in accordance with applicable law, in accordance with applicable accounting standards and, in each case, are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the Assets of Pembrook and accurately and fairly reflect the basis for all financial statements of Pembrook, including the Pembrook Financial Statements;

(hh) Pembrook has all material approvals, authorizations, certificates, consents, licences, orders and permits and other similar authorizations of all Governmental Authorities necessary for the operation of its business in substantially the same manner as currently operated by Pembrook or affecting or relating in any way to its business;

(ii) set out in the Pembrook Disclosure Letter is a list of each Permit that has been issued to Pembrook or any Pembrook Subsidiary. True and complete copies of all Material Permits have been provided to the Purchaser and, as of the date hereof, no such Material Permit has been modified, rescinded or terminated. Each such Permit is in full force and effect.

(jj) Except as set out in the Pembrook Disclosure Letter, there are no actions, suits or proceedings in existence or pending or, to the knowledge of Pembrook, threatened or for which there is a reasonable basis, affecting or that would reasonably be expected to affect Pembrook or affecting or that would reasonably be expected to affect any of Pembrook's property or Assets at law or equity or before or by any Governmental Authority which action, suit or proceeding involves a possibility of any judgment against or liability of Pembrook which, if successful, would reasonably be expected to cause a Material Adverse Change, or would significantly impede the ability of Pembrook to consummate the Amalgamation;

(kk) to the knowledge of Pembrook, Pembrook has not withheld from Purchaser any material information or documents concerning Pembrook or its Assets or liabilities during the course of Purchaser's review of Pembrook. No representation or warranty contained herein, and no statement contained in any schedule or other disclosure document provided or to be provided to the Purchaser by Pembrook pursuant hereto contains or will contain a misrepresentation;

(II) the minute books and records of Pembrook made available to the Purchaser in connection with the due diligence investigation of Purchaser and AcquisitionCo for the period from the date of incorporation to the date hereof are all of the minute books of Pembrook and contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of Pembrook to the date hereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of Pembrook to the date hereof not reflected in such minute books;

(mm) the information contained in the documents, certificates and written statements (including this Agreement and the schedules and exhibits hereto) furnished to the Purchaser by or on behalf of Pembrook with respect to Pembrook (including its business and the results of operations, financial condition and prospects of Pembrook) for use in connection with this Agreement or the transactions contemplated by this Agreement is true and complete in all material respects and does not, to the knowledge of Pembrook, omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There is no fact

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known to Pembrook that has not been disclosed to the Purchaser by Pembrook in writing that has had a Material Adverse Change on or, so far as Pembrook can now foresee, would reasonably be likely to result in a Material Adverse Change (including its business and the results of operations, financial condition or prospects of Pembrook);

(nn) Pembrook has all material approvals, authorizations, certificates, consents, licences, orders and permits and other similar authorizations of all Governmental Authorities necessary for the operation of the Business in substantially the same manner as currently operated by Pembrook or affecting or relating in any way to the Business;

(oo) the Pembrook Claims, the Pecoy Peru Shares, the Torion Shares and the Tororume Claims are the only Assets that Pembrook currently considers to be "material". Pecoy Peru holds the Pembrook Claims in accordance in all material respects with all applicable Laws. Pembrook does not know of any claim or the basis for any claim that might or could reasonably be expected to materially adversely affect its or Pecoy Peru's rights to the Pembrook Claims;

(pp) the Pembrook Shares are not subject to any Encumbrances or to any shareholders' agreement;

(qq) the Torion Shares are not subject to any Encumbrances other than the secured convertible notes in the principal amount of C$5,000,000 in favour of Agnico Eagle Mines Limited, and are not subject to any shareholders' agreement;

(rr) Pembrook has made available to the Purchaser for inspection a true and complete copy of all title and other material documents pertaining to the Pembrook Claims and the Tororume Claims. Pecoy Peru is not in default in respect of any of the Pembrook Claims or the Tororume Claims;

(ss) the Pembrook Claims and the Tororume Claims are in good standing under the applicable statutes and regulations of Peru;

(tt) Pembrook is not aware of any material dispute or threatened dispute in respect of the Pembrook Claims or the Tororume Claims;

(uu) Pembrook (i) is in compliance in all material respects with Environmental Laws; (ii) has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants in material compliance with Environmental Laws; and (iii) holds all material licences, permits and, except as set out in the Pembrook Disclosure Agreement, approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its Assets;

(vv) neither Pembrook nor any of its Assets is the subject of any investigation, evaluation, audit or review not in the ordinary course of business by any Governmental Authority to determine whether any violation of Environmental Laws has occurred or is occurring, and Pembrook is not subject to any known environmental material liabilities;

(ww) there is no material claim, judicial or administrative proceeding which may affect the Pembrook Claims or any of the other Assets of Pembrook relating to or alleging any violation of Environmental Laws;

(xx) the Pembrook Claims are not subject to any security, royalties, streams or other similar Encumbrances; and

(yy) the Tororume Claims are not subject to any security, royalties, streams or other similar Encumbrances, other than a royalty pursuant to the Tororume option agreement with Compania de Inversiones Olimpo S.A.C.

(zz) except as set forth in the Pembrook Disclosure Letter,

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(i) neither Pembrook nor any of the Pembrook Subsidiaries is a party to or bound or governed by, or subject to any Employment Agreement;

(ii) no officer, employee, director, consultant or contract of either Pembrook or any of the Pembrook Subsidiaries shall receive any payment of cash, shares or other consideration in connection with the completion of the Amalgamation or termination of their position or their employment as a direct result of a change in control of Pembrook or of any of the Pembrook Subsidiaries (including as a result of the Amalgamation); and

(iii) no person will, as a result of the execution or delivery of this Agreement, or the fulfillment of or compliance with the Amalgamation or the consummation of any of the transactions or other matters contemplated herein or in the Amalgamation or in any of the Transaction Agreements, become entitled to (i) any retirement, severance, bonus or other similar payment or enhanced benefit from Pembrook or any of the Pembrook Subsidiaries, (ii) the acceleration of the time of payment or vesting or the time to exercise of any outstanding stock option, restricted share unit, or employee or director awards of Pembrook or any of the Pembrook Subsidiaries, (iii) the forgiveness or postponement of payment of any indebtedness owing by such person to Pembrook or any of the Pembrook Subsidiaries, or (iv) receive any additional payments or compensation under or in respect of any employee plan or other compensation plans or arrangements from Pembrook or any of the Pembrook Subsidiaries.

(aaa) Neither Pembrook or any of the Pembrook Subsidiaries has incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder's, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to Pembrook or any of the Pembrook Subsidiaries, other than as disclosed in the Pembrook Disclosure Letter. Pembrook has provided to the Purchaser correct and complete copies of the agreements under which any such payments are liable to be made.

(bbb) Pembrook has all approvals and consents required to permit the conversion of the Pembrook Convertible Debt; no approval of the Pembrook Shareholders is required in connection with such conversions.

3.2 Representations and Warranties of Purchaser and AcquisitionCo

Purchaser and AcquisitionCo hereby make, as of the date hereof, the following representations and warranties and acknowledge that Pembrook is relying upon such representations and warranties for the purpose of entering into this Agreement:

(a) the Purchaser is a corporation duly incorporated, validly existing and in good standing under the OBCA;

(b) AcquisitionCo is a corporation duly incorporated, validly existing and in good standing under the BCBCA;

(c) each of Purchaser and AcquisitionCo is duly registered and licensed to carry on its business in the jurisdictions in which it carries on such business or owns property where so required by the Laws of that jurisdiction and is not otherwise precluded from carrying on such business or owning property in such jurisdictions by any other commitment, agreement or document;

(d) each of Purchaser and AcquisitionCo is in material compliance with all applicable laws in the jurisdictions in which it carries on its business and which may materially affect such company, has not received a notice of non-compliance, nor does such company know of any facts that could give rise to a notice of such non-compliance with any applicable laws and such company is not aware

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of any pending change or contemplated change to any applicable Law or governmental position that would materially affect its business or legal environment under which such company operates;

(e) no proceedings have been taken or authorized by either of Purchaser or AcquisitionCo or, to the knowledge of either Purchaser or AcquisitionCo, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of either Purchaser or AcquisitionCo or with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to either Purchaser or AcquisitionCo;

(f) AcquisitionCo has an authorized share capital consisting of an unlimited number of AcquisitionCo Shares, of which one (1) AcquisitionCo Share is issued and outstanding, which is legally and beneficially owned by Purchaser, and, to the knowledge of AcquisitionCo, such AcquisitionCo Share is free and clear of all Liens;

(g) Purchaser has an authorized share capital consisting of an unlimited number of Purchaser Shares without par value, of which 23,591,668 Purchaser Shares are issued and outstanding as of the date thereof;

(h) immediately prior to the closing of the Amalgamation, the only convertible securities of the Purchaser that shall be outstanding are as follows: (i) the RTO Subscription Receipts; (ii) up to 6,000,000 share purchase warrants of the Purchaser having an exercise price of C$0.75 per Purchaser Share with a five-year term, subject to certain vesting provisions; and (iii) up to 2,250,000 share options of the Purchaser having an exercise price of C$0.60 per Purchaser Share;

(i) all securities of Purchaser and AcquisitionCo have been issued in compliance with applicable laws, including the BCBCA, the OBCA and the Securities Act, as applicable;

(j) neither Purchaser nor AcquisitionCo is subject to any regulatory decision or order prohibiting or restricting transfer of its securities;

(k) each of Purchaser and AcquisitionCo has the power, authority and capacity to execute and perform its obligations under this Agreement and each of the Closing Documents to which it is, or will be, a party;

(l) the execution and delivery by Purchaser and AcquisitionCo of this Agreement and, once signed, each of the Closing Documents to which it is a party and the performance of their respective obligations thereunder and contained therein have been duly authorized by all applicable corporate action;

(m) this Agreement constitutes legal, valid and binding obligations of Purchaser and AcquisitionCo, as the case may be, enforceable against each of them in accordance with their terms and upon the execution of and delivery by Purchaser and AcquisitionCo of the Closing Documents to which it is a party, as applicable, each will constitute legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its terms;

(n) neither the execution and delivery of this Agreement and the Closing Documents nor the consummation of the Amalgamation will directly or indirectly (with or without notice or lapse of time) (i) conflict with or result in a material breach or violation of any provision of the Constating Documents of Purchaser or AcquisitionCo; (ii) conflict with or result in a material breach or violation of any applicable Law to which either of Purchaser or AcquisitionCo is subject, the effect of which would reasonably be expected to result in a Material Adverse Change to the Purchaser and AcquisitionCo, taken as a whole. Purchaser is not aware of any pending or contemplated change to any applicable Law or governmental position that would reasonably be expected to result in a Material Adverse Change to the business of Purchaser and AcquisitionCo, taken as a whole, as currently conducted or the legal environment under which Purchaser operates; (iii) constitute a default under or give rise to any right of termination, cancellation or acceleration of, or to a loss of

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any benefit to which Purchaser or AcquisitionCo is entitled, under any Material Contract to which Purchaser or AcquisitionCo is a party or any permit or similar authorization relating to the Purchaser or AcquisitionCo, or its business; or (iv) result in the creation or imposition of any Lien relating to the Purchaser or AcquisitionCo;

(o) no approval, order, consent of or filing with any Governmental Authority is required on the part of Purchaser or AcquisitionCo (other than as expressly contemplated herein) in connection with the execution and delivery of this Agreement and, once signed, the Closing Documents, or the performance by Purchaser and AcquisitionCo of their respective obligations pursuant to this Agreement and, once signed, the Closing Documents, the absence of which would reasonably be expected to result in a Material Adverse Change to the Purchaser or AcquisitionCo;

(p) there is no requirement for either Purchaser or AcquisitionCo to make any filing with, give any notice to, or obtain any consent, approval, waiver or other similar authorization of, any Person (other than as expressly contemplated herein), as a result of, or in connection with, with the execution and delivery of this Agreement and, once signed, the Closing Documents or as a requirement or condition of the lawful completion of the Amalgamation and the other transactions contemplated by this Agreement, for which the failure to do so would reasonably be expected to result in a Material Adverse Change to the Purchaser or AcquisitionCo;

(q) there are no approvals, authorizations, certificates, consents, licences, orders and permits and other similar authorizations required from any Governmental Authorities (and all other Persons) in connection with the delivery and execution of the Agreement except as otherwise provided herein;

(r) there are no actions, suits or proceedings in existence or pending or, to the knowledge of Purchaser, threatened or for which there is a reasonable basis, affecting or that would reasonably be expected to affect Purchaser or affecting or that would reasonably be expected to affect any of Purchaser's property or Assets at law or equity or before or by any Governmental Authority which action, suit or proceeding involves a possibility of any judgment against or liability of Purchaser which, if successful, would reasonably be expected to cause a Material Adverse Change, or would significantly impede the ability of Purchaser to consummate the Amalgamation; and

(s) the minute books and records of Purchaser and AcquisitionCo made available to Pembrook in connection with the due diligence investigation of Purchaser and AcquisitionCo for the period from the date of incorporation to the date hereof are all of the minute books of Purchaser and AcquisitionCo and contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of Purchaser and AcquisitionCo to the date hereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of Purchaser and AcquisitionCo to the date hereof not reflected in such minute books.

ARTICLE 4

COVENANTS

4.1 Operation of Business

From the date hereof to the Effective Date, unless Purchaser otherwise agrees in writing or as otherwise expressly contemplated or permitted by this Agreement, Pembrook will conduct its business in the ordinary course consistent with past practice, and shall not issue securities, approve the sale or assignment of existing securities, incur liabilities, issue dividends or take any other steps that might interfere with the completion of the Amalgamation, unless otherwise agreed to in writing by Purchaser.

4.2 Related Transactions

Each of the Purchaser and Pembrook shall use its commercially reasonable efforts to effect the transactions contemplated herein and in the other Transaction Agreements.

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4.3 Proceedings

Each of Purchaser, AcquisitionCo, and Pembrook will defend or cause to be defended any lawsuits or other legal proceedings brought against it or any affiliate or subsidiary thereof challenging this Agreement or the completion of the Amalgamation. Purchaser will not settle, compromise or release any claim brought by its present, former or purported holders of any of its securities in connection with the Amalgamation prior to the Effective Time without the prior written consent of Pembrook.

4.4 Actions

Pembrook and Purchaser will:

(a) cooperate and use their commercial reasonable efforts in:

(i) obtaining all Consents and Authorizations, including orders of any Governmental Authority and third parties as are necessary for the consummation of the Amalgamation; and

(ii) taking all such actions as may be required under or pursuant to the Act in connection with the Amalgamation.

4.5 Consents

Each Party will use its commercially reasonable efforts to obtain all required third party Consents, Permits, approvals, Authorizations, filings, assignments or waivers and amendments or terminations to any instrument or agreement and take such other measures as may be necessary to fulfil its obligations hereunder and to carry out the transactions contemplated by this Agreement and the Amalgamation Agreement, including obtaining any shareholder approvals, consents or agreements as may be required under applicable Laws and its Constating Documents to be able to fulfill its obligations hereunder and in connection with the delivery of all of the Closing Documents;

4.6 Dissent Rights

Pembrook will promptly advise Purchaser of any written notice of notice of dissent or purported exercise by any Pembrook Shareholder of Dissent Rights received by Pembrook in relation to the Pembrook Amalgamation Resolution and any withdrawal of Dissent Rights received by Pembrook.

4.7 Public Announcements

Until the earlier of the termination of this Agreement or the completion of the Amalgamation, no press release or other statement regarding the Amalgamation or this Agreement will be issued by either Party without the prior written consent of the other Party, acting reasonably, as to form, content, timing and manner of distribution or publication; provided that no Party will be prevented from making any disclosure which is required to be made by applicable Laws.

4.8 Notification of Certain Matters

Each Party will give prompt notice in writing to each other Party of:

(a) any information that indicates that any of its representations or warranties contained herein was not true and correct as of the date hereof or will not be true and correct at and as of the Effective Time with the same force and effect as if made at and as of the Effective Time (except for changes specifically permitted or contemplated by this Agreement),

(b) the occurrence of any event that will result, or has a reasonable prospect of resulting, in the failure of any condition specified in Article 7 hereof to be satisfied, and

(c) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the Amalgamation, or that the Amalgamation may otherwise violate the rights of or confer remedies upon such third party.

4.9 Representations and Warranties

Each of the Parties covenants and agrees that from the date hereof until the termination of this Agreement, it will not take any action, or fail to take any action, which would or may reasonably be expected to result in its representations and warranties set out herein being untrue in any material respect at any time prior to the Effective Date or the termination of this Agreement, whichever is first.

4.10 Expenses

Each Party will be responsible for its own costs and charges incurred with respect to the transactions contemplated herein, including, without limitation, all costs and charges incurred prior to the date of this Agreement and all legal, valuation, advisory and accounting fees and disbursements relating to preparing the documents contemplated by this Agreement or otherwise relating to the transactions contemplated herein.

4.11 Pre-Closing Reorganization

Pembrook shall use its commercially reasonable efforts to effect certain corporate reorganizations prior to the Effective Date to be agreed by Pembrook and the Purchaser (collectively, the "Pre-Closing Reorganization").

4.12 RTO

Pembrook and the Purchaser agree as follows:

(a) in connection with the RTO Financing, the Purchaser will use its commercially reasonable efforts to arrange for purchasers for $25,000,000 of RTO Subscription Receipts at $0.60 per Subscription Receipt;

(b) the Purchaser will use commercially reasonable efforts to identify a Shell which is acceptable to each of the Purchaser and Pembrook, acting reasonably, and use commercially reasonable efforts to enter into the RTO Definitive Agreement with the Shell, on terms consistent with this Agreement and otherwise on such terms as mutually acceptable to the Purchaser and Pembrook, acting reasonably;

(c) immediately prior to the completion of the RTO, the Shell shall have no (i) more than 3,000,000 shares outstanding, (ii) outstanding convertible securities, and (iii) debts or liabilities;

(d) the board of directors of the Resulting Issuer will be initially comprised of Paul Matysek, Luis Zapata, Vincent Metcalfe, Jose Luque, one nominee of the Purchaser, and such other additional nominees as mutually agreeable to the shareholders from time to time;

(e) management of the Resulting Issuer will be comprised of Vincent Metcalfe (Chief Executive Officer), Vincent Cardin (Chief Geological Officer) and such other persons as determined by the Resulting Issuer's board of directors;

(f) the pro forma capitalization of the Resulting Issuer on the effective date of the RTO shall be approximately as set out in Schedule "F" hereto, with no material variations therefrom; and

(g) upon completion of the RTO, (i) the Purchaser, then known as RTO Amalco, shall be a wholly-owned subsidiary of the Resulting Issuer, and (ii) each of Pembrook and Copper X shall be wholly-owned subsidiaries of RTO Amalco.

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4.13 Option Agreement Instalments

By no later than five (5) Business Days following the effective date of the RTO, the Purchaser shall cause the Resulting Issuer to satisfy the second and third instalments under the 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 Shares equal to the Canadian Dollar equivalent of US$3,000,000 (calculated on the Business Day prior to issuance) divided by C$0.60.

4.14 Agnico Eagle Debt Settlement

The Purchaser shall work with Pembrook to arrange, effect or cause (i) the conversion of the principal amounts under the Pembrook Convertible Debt into Pembrook Shares, and (ii) the cancellation of all interest under the Pembrook Convertible Debt, prior to the completion of the Amalgamation. Concurrently with, and as partial consideration for, the foregoing restructuring of the Pembrook Convertible Debt held by Agnico Eagle (the “Agnico Eagle Note Settlement”), the Purchaser shall issue up to 4,200,000 Purchaser Warrants to Agnico Eagle having a 36-month term and an exercise price of $1.00 per Purchaser Share.

4.15 Restrictions on Purchaser Securities Issuances

Other than in connection with the closing of the Purchase Agreements, the Purchaser Seed Financing, the RTO Financing and the Agnico Eagle Note Settlement, the Purchaser shall not issue any additional securities prior to the completion of the RTO Transaction, without the prior written consent of Pembrook.

4.16 Personal Information Privacy

Each of the Purchaser and Pembrook shall comply with all applicable Laws governing the protection of personal information with respect to personal information disclosed or otherwise provided to one Party by the other hereunder. Each Party shall safeguard all personal information provided by the other Party in a manner consistent with the degree of sensitivity of the personal information and maintain at all times the security and integrity of the personal information.

4.17 Reduction of Pembrook Liabilities

Pembrook acknowledges that the Purchaser has previously extended $400,000 to Pembrook to satisfy certain critical expenses relating to the Pecoy project. On execution of this Agreement, the Purchaser shall extend an additional $250,000 to Pembrook to satisfy additional project costs. Upon closing of the RTO, the Purchaser shall apply up to an additional $6,550,000 towards the repayment of, or the reduction in, Pembrook’s liabilities and payables as set forth in the Pembrook Budget. The Pembrook Budget shall set out the priority in which such liabilities and payables shall be satisfied until the entire $6,550,000 has been utilized.

ARTICLE 5 COMMITMENT TO THE AMALGAMATION

5.1 Alternative Transactions

Pembrook hereby covenants to the Purchaser that, from the date hereof until the earlier of the Effective Time and this Agreement having been terminated pursuant to and in accordance with Article 6, it will:

(a) not directly or indirectly through any Representative take any action of any kind which could reasonably be construed to reduce the likelihood of success of consummating the Amalgamation, including but not limited to any action to continue, solicit, initiate, assist, encourage, engage in or respond to any enquiries, submissions, proposals or offers from any other Person, entity or group relating to, and will not participate in any discussions or negotiations regarding or furnish to any other Person, entity or group any information with respect to, or otherwise cooperate in any way

with or assist or participate in, or facilitate or encourage any effort or attempt with respect to an Alternative Transaction;

(b) promptly notify Purchaser if it becomes aware that any proposal in respect of any Alternative Transaction has been made, or it or any of its Representatives has received any inquiry from or contact with any Person with respect thereto, and advise Purchaser of the content of any such proposal and, if written, provide Purchaser with copies; and

(c) cease any and all negotiations with any third party in respect of any Alternative Transaction, and not release any such third party from its obligations under any confidentiality agreement or other similar agreement.

5.2 Facilitation of Amalgamation

Without limiting Section 5.1, each Party will use commercially reasonable efforts to satisfy each of the conditions precedent to be satisfied by it and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws, including applicable securities Laws, to permit the completion of the Amalgamation in accordance with the provisions of this Agreement and the Amalgamation Agreement and to consummate and make effective all other transactions contemplated in and by this Agreement and the Amalgamation Agreement and each will cooperate with the others in connection with the foregoing, including:

(a) satisfying all conditions precedent to the Amalgamation, including the completion of all transactions to be effected prior to the Effective Time;

(b) entering into and delivering the Closing Documents on or before the Effective Date;

(c) agreeing to such changes, modifications or amendments to this Agreement, the Amalgamation Agreement or the Amalgamation as either Pembrook or Purchaser may reasonably request, provided any such change, modification or amendment would not materially adversely affect such Party;

(d) using reasonable efforts to provide notice to, and obtain all necessary Consents and Authorizations, the failure of which to obtain would prevent the Parties from effecting the Amalgamation or would reasonably be expected to result in a Material Adverse Change to Pembrook or Purchaser;

(e) using commercially reasonable efforts to effect or cause to be effected all necessary registrations and filings and submissions of information requested of it by any Governmental Authority, the failure of which to obtain would prevent the Parties hereto from effecting the Amalgamation or would reasonably be expected to result in a Material Adverse Change to Pembrook or Purchaser;

(f) using commercially reasonable efforts to lift or rescind any injunction or restraining order or other order which may be entered against it, which injunction or order would prevent the Parties hereto from completing the Amalgamation;

(g) cooperating with the other Parties in connection with any lawsuits or legal proceedings brought against any Party challenging this Agreement or the completion of the Amalgamation, and keeping each other informed of any material information that becomes known to them in connection therewith;

(h) complying promptly with all requirements imposed by Law on it with respect to this Agreement, the Amalgamation Agreement or the Amalgamation; and

(i) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement, or which would

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reasonably be expected to prevent, delay or otherwise impede the consummation of the Amalgamation.

5.3 Notification

Each Party will promptly notify the other Parties of:

(a) any Material Adverse Change or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Change in respect of such Party;

(b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Amalgamation (and contemporaneously provide a copy of any such notice or communication to the other Parties);

(c) any notice or other communication from any Governmental Authority in connection with this Agreement or the Amalgamation (and contemporaneously provide a copy of any such notice or communication to the other Parties); or

(d) any legal or regulatory proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such Party or that relate to this Agreement or the Amalgamation.

ARTICLE 6 TERMINATION

6.1 Termination by Purchaser

Subject to compliance with Section 7.4, Purchaser may, when not in default in the performance of any of its obligations under this Agreement, without prejudice to any other rights, terminate this Agreement by written notice to Pembrook if:

(a) not all of the conditions precedent in Sections 7.1 and 7.3 have been satisfied or waived on or prior to the Outside Date;

(b) the Amalgamation cannot be completed because Pembrook is in material default of any of its covenants contained in Article 4; or

6.2 Termination by Pembrook

Subject to compliance with Section 7.4, Pembrook, when not in default in the performance of any of its obligations under this Agreement, may, without prejudice to any other rights, terminate this Agreement by written notice to the Purchaser and AcquisitionCo if:

(a) not all of the conditions precedent in Section 7.2 and 7.3 have been satisfied or waived on or prior to the Outside Date;

(b) the Amalgamation cannot be completed because Purchaser or AcquisitionCo is in material default under any of its covenants contained in Article 4; or

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6.3 Effect of Termination

In the case of any termination of this Agreement pursuant to and in compliance with this Article 6, this Agreement, except in respect to any obligation hereunder which expressly survives termination in accordance with its terms, will be of no further force or effect provided that nothing herein will relieve any Party from its liability for any breach of this Agreement prior to such termination.

ARTICLE 7 CONDITIONS

7.1 Conditions for the Benefit of Purchaser

The obligations of Purchaser and AcquisitionCo to complete the Amalgamation will be subject to the fulfilment, or the waiver by Purchaser, of the following conditions on or before the Effective Time, each of which is for the exclusive benefit of Purchaser and may be waived in writing by Purchaser at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it may have:

(a) Pembrook will have complied in all material respects with its covenants in this Agreement on or before the Effective Time;

(b) if Pembrook elects to approve the Pembrook Amalgamation Resolution by way of holding the Pembrook Meeting, the number of Dissenting Shareholders will not represent, in the aggregate, in excess of 5% of the Pembrook Shares issued and outstanding immediately prior to the Pembrook Meeting;

(c) the Purchaser shall have obtained a title opinion in respect of Pecoy Peru's ownership of the Pembrook Claims and Tororume Claims, in a form satisfactory to the Purchaser, acting reasonably;

(d) Pembrook shall have delivered the financial statements for Pembrook and the Pembrook Subsidiaries required by the TSXV in connection with the Disclosure Document and the Going Public Transaction;

(e) the Pembrook Options shall have been converted to Purchaser Options;

(f) all Pembrook Convertible Debt shall have all been converted prior to the Effective Time, except as otherwise contemplated in the Pembrook Budget, and into no more than 120,498,885 Pembrook Shares;

(g) the representations and warranties of Pembrook set forth in this Agreement will be true and correct in all material respects on and as of the Effective Time (as if made on and as of such time) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(h) no judgment or order will have been issued by any Governmental Authority, no action, suit, or proceeding will have been taken by any Person, and no Law, regulation or policy will have been proposed, enacted, or promulgated or applied,

(i) which could reasonably be expected to have the effect to cease trade in any of the securities of Pembrook or enjoin, prohibit or impose material limitations or conditions on the completion of the Amalgamation; or

(ii) that, if the Amalgamation was completed, could reasonably be expected to result in a Material Adverse Change to the Purchaser;

(i) the Pembrook Amalgamation Resolution will have been approved by the Pembrook Shareholders;

(j) Pembrook will have delivered all Closing Documents required to be delivered by it in a form and substance satisfactory to the Purchaser and Purchaser's counsel, each acting reasonably, and Purchaser will have received all executed counterparts and certified or other copies of such documents as such counsel may reasonably request;

(k) Pembrook will not have issued any Pembrook securities following the date of this Agreement, without the prior written approval of Purchaser;

(l) all necessary documents to be entered into in order to give effect to the Amalgamation will be in form and substance satisfactory to the Purchaser, acting reasonably;

(m) the Pre-Closing Reorganization shall have been completed to the Purchaser's satisfaction, acting reasonably;

(n) since the date hereof, there will not have been any change, condition, event or occurrence that, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Change to Pembrook;

(o) the Adjusted Pembrook Net Liabilities as of the Business Day immediately prior to the Closing Date shall not be greater than $500,000, unless otherwise agreed to in writing by Pembrook (and excluding any liabilities pertaining to the Purchase Agreements);

(p) the Tororume option agreement with Compania de Inversiones Olimpo S.A.C. shall be amended (including a royalty buyback clause) on a basis that is satisfactory to the Purchaser, acting reasonably;

(q) each of the Pembrook Supporting Shareholders shall have entered into a lock-up agreement (the "Lock-up Agreement"), in the form attached hereto as Schedule J; and

(r) Pembrook shall not be in breach of the Settlement Agreement.

7.2 Conditions for the Benefit of Pembrook

The obligations of Pembrook to complete the Amalgamation will be subject to the fulfilment, or the waiver by Pembrook, of the following conditions on or before the Effective Time, unless otherwise specified, each of which is for the exclusive benefit of Pembrook and may be waived in writing by Pembrook, as applicable, at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it may have:

(a) Purchaser will have complied in all material respects with its covenants in this Agreement on or before the Effective Time and Pembrook will have no actual knowledge of the contrary;

(b) the representations and warranties of Purchaser set forth in this Agreement will be true and correct in all material respects on and as of the Effective Time (as if made on and as of that time) except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(c) no judgment or order will have been issued by any Governmental Authority, no action, suit or proceeding will have been taken by any Person, and no Law, regulation or policy will have been proposed, enacted, or promulgated or applied,

(i) which could reasonably be expected to have the effect to cease trade in any of the securities of Purchaser, result in the cancellation of Purchaser Options or Purchaser Warrants, or enjoin, prohibit or impose material limitations or conditions on the completion of the Amalgamation, or

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(ii) that, if the Amalgamation was completed, could reasonably be expected to result in a Material Adverse Change to Pembrook;

(d) the AcquisitionCo Amalgamation Resolution will have been approved by Purchaser as the sole shareholder of AcquisitionCo;

(e) the issuance of the Purchaser Shares pursuant to the Amalgamation shall have been approved by the Purchaser board of directors;

(f) Purchaser will have delivered all Closing Documents required to be delivered by it in a form and substance satisfactory to Pembrook and Pembrook’s counsel, each acting reasonably, and Pembrook will have received all executed counterparts and certified or other copies of such documents as such counsel may reasonably request;

(g) all necessary documents to be entered into in order to give effect to the Amalgamation will be in form and substance satisfactory to Pembrook, acting reasonably;

(h) since the date hereof, there will not have been any change, condition, event or occurrence that, individually or in the aggregate, has been, or could reasonably be expected to result in, a Material Adverse Change to the Purchaser or AcquisitionCo;

(i) Purchaser shall have nil aggregate payables and liabilities as of the Effective Date (and excluding any liabilities pertaining to the Purchase Agreements), unless otherwise agreed to in writing by the Purchaser; and

(j) AcquisitionCo will have no outstanding indebtedness or liabilities.

7.3 Mutual Conditions

The obligations of the Parties to complete the transactions contemplated by this Agreement will be subject to the satisfaction of the following conditions at or before the Effective Time (any of which may be waived in writing by the mutual agreement of the Parties):

(a) the Effective Date will occur on or before the Outside Date;

(b) the completion of the Purchaser Seed Financing and the Copper X Seed Financing;

(d) the satisfaction of the Escrow Release Conditions;

(e) the Purchaser will have entered into the RTO Definitive Agreement, in such form as acceptable to the Purchaser and Pembrook, each acting reasonably;

(f) each of the Transaction Agreements and the Settlement Agreement shall remain in full force and effect, without any material amendments having been made to any such agreements since the date of this Agreement without the consent of the Parties;

(g) the Pecoy Land Agreement shall remain in full force and effect, without any material amendments having been made to any such agreements since the date of this Agreement without the consent of the Parties hereto;

(h) the Shell will have received TSXV conditional approval for the Going Public Transaction and all conditions set forth in the TSXV conditional approval will have been met, other than conditions related to the closing of the transactions contemplated by the Transaction Agreements;

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(i) the delivery of a technical report in respect of the Pembrook Claims that is compliant with NI 43-101 and that is acceptable to the TSXV for purposes of the Going Public Transaction;

(j) the receipt of a certificate signed by each of the Purchaser, Pembrook, Copper X, MCV, CCV and the Shell confirming that all conditions precedent to closing each of the Transactions have been satisfied or waived by the applicable parties (other than the delivery of this certificate);

(k) no provision of any applicable Law and no judgment, injunction, order or decree will be in effect which restrains or enjoins or otherwise prohibits the consummation of the Amalgamation;

(l) the appropriate approval of any Governmental Authority, including all Consents, waivers, permits, orders and Authorizations of any such Governmental Authority in connection with, or required to permit, the consummation of the transactions contemplated hereby, the failure to obtain which or the non-expiry of which would constitute a breach of applicable Law, or would, individually or in the aggregate, be or reasonably be expected to result in a Material Adverse Change to any of the Parties after the Effective Time, will have been obtained or received; and

(m) this Agreement will have not been terminated in accordance with Article 6 of this Agreement.

7.4 Notice and Cure Provisions

Each of Pembrook, on the one hand, and Purchaser and AcquisitionCo, on the other hand, will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely to:

(a) constitute a material breach of any of its representations or warranties contained herein or which would cause such representations and warranties to be untrue or incorrect in any material respect on the Effective Date; or

(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date.

Neither Pembrook, on the one hand, nor Purchaser and AcquisitionCo, on the other hand, may elect not to complete the Amalgamation or the other transactions contemplated hereby pursuant to any of the conditions precedent contained in Sections 7.1, 7.2 or 7.3, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the Effective Date, Pembrook, on the one hand, or Purchaser, on the other hand, as the case may be, has delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which Pembrook, on the one hand, or Purchaser, on the other hand, as the case may be, is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that Pembrook, on the one hand, or Purchaser, on the other hand, as the case may be, is proceeding diligently to cure such matter, if such matter is capable of being cured, the other may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 21 days from such notice.

7.5 Satisfaction, Waiver and Release of Conditions

The conditions provided for in this Article 7 will be deemed conclusively to have been satisfied, waived or released when the Amalgamation Application has been filed as contemplated in Section 2.4.

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ARTICLE 8
CLOSING DELIVERIES

8.1 Closing Documents

Provided that the conditions precedent in Article 7 that must be satisfied prior to the Effective Date are satisfied or waived by the Party or Parties entitled to waive, as the case may be, then on or before the last Business Day prior to the Effective Date the Parties will execute, deliver or cause to be delivered electronically, as applicable to each of them, the documents and instruments described in Sections 8.2 and 8.3, as applicable (the "Closing Documents").

8.2 Pembrook Deliveries

Pembrook will deliver or cause to be delivered the following Closing Documents:

(a) a certificate of a senior officer of Pembrook and certifying, on behalf of Pembrook as of the Effective Date, that Pembrook has complied in all material respects with its covenants in this Agreement and that the conditions precedent that must be satisfied on or prior to the Effective Date in Sections 7.2 and 7.3 have been satisfied or are waived;

(b) a certificate of a senior officer of Pembrook certifying that the representations and warranties of such company set forth in this Agreement are true and correct in all material respects on and as of the Effective Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(d) a counterpart to the Amalgamation Agreement duly executed by Pembrook;

(e) a counterpart to the Amalgamation Application duly executed by Pembrook;

(f) a certified copy of the Pembrook Amalgamation Resolution;

(g) a certified copy of the resolutions of the directors of Pembrook approving the Amalgamation and this Agreement;

(h) an affidavit of a director of Pembrook as required by the Section 277 of the BCBCA;

(i) resignations in writing from each of the departing incumbent directors and officers of Pembrook;

(j) the U.S. Accredited Investor Certificates;

(k) the executed Lock-up Agreements from each of the Pembrook Supporting Shareholders;

(l) transfers executed by Dan Innes to effect the transfers by him to a nominee of the Purchaser of each of the Pembrook Transfer Share, the Torion Transfer Share, and each of the shares he holds in Orion Exploraciones S.A.C. and Compania Minera Tororume S.A.C., for nominal consideration; and

(m) such other documents, certificates, opinions and deliveries as the Parties mutually consider reasonably necessary or desirable in connection with this Agreement and the consummation of the transactions contemplated herein.

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8.3 Purchaser and AcquisitionCo Deliveries

Purchaser and AcquisitionCo will deliver or cause to be delivered the following Closing Documents:

(a) a certificate of a senior officer of each of Purchaser and AcquisitionCo certifying, on behalf of such company as of the Effective Date, that such company has complied in all material respects with its covenants in this Agreement and that the conditions precedent that must be satisfied on or prior to the Effective Date in Sections 7.1 and 7.3 have been satisfied or are waived;

(b) a certificate of a senior officer of each of Purchaser and AcquisitionCo certifying that the representations and warranties of such company set forth in this Agreement are true and correct in all material respects on and as of the Effective Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(d) one or more counterparts to the Amalgamation Agreement duly executed by Purchaser and AcquisitionCo;

(e) a counterpart to the Amalgamation Application duly executed by AcquisitionCo;

(f) a certified copy of the AcquisitionCo Amalgamation Resolution;

(g) certified copies of the resolutions of the directors of Purchaser approving (i) the Amalgamation on behalf of AcquisitionCo, and (ii) the issuance of the Purchaser Shares, Purchaser Options and Purchaser Warrants to be issued pursuant to the Amalgamation;

(h) an affidavit of a director of AcquisitionCo as required by the Section 277 of the BCBCA;

(i) evidence of the uncertificated Purchaser Shares issued in connection with the Amalgamation;

(j) a release by Nomad Resource Partners Inc. of the share pledge agreement dated March 10, 2025 granted by Pembrook in favour of Nomad Resource Partners Inc; and

(k) such other documents, certificates, opinions and deliveries as the Parties mutually consider reasonably necessary or desirable in connection with this Agreement and the consummation of the transactions contemplated herein.

8.4 Books and Records

From and after the Effective Time, Amalco will retain all Books and Records of Purchaser and AcquisitionCo, and Purchaser will deliver such Books and Records at Pembrook's direction on the Effective Date.

ARTICLE 9

CONFIDENTIALITY

The Parties will, and will cause their employees, officers, directors, shareholders, outside advisors, agents, affiliates, Associates and Representatives to, treat any data and information obtained with respect to the Parties, or any of their affiliates or Associates, from any Representative, officer, director or employee of the Parties, or from any books or records of the Parties, confidentially and with commercially reasonable care and discretion, and will not disclose any such information to third parties; provided, however, that the foregoing will not apply to: (a) information in the public domain or that becomes public through disclosure in accordance with applicable Law, (b) information that is required to be disclosed by applicable Law, (iii)

information that is disclosed by a Party or its affiliates or Associates, on a confidential basis, to any of its agents, accountants, attorneys and prospective lenders or investors in connection with or related to the consummation of the transactions contemplated hereby, including the financing of the transactions contemplated by this Agreement, or (iv) any information that is disclosed by the Parties after the Effective Date.

In the event that this Agreement is terminated, each of Purchaser and AcquisitionCo, on the one hand, and Pembrook, on the other hand, upon the written request of the other, will, and will cause its Representatives to, promptly deliver to the applicable Party(ies) any and all documents or other materials furnished by such Party(ies) or their respective affiliates in connection with this Agreement without retaining any copy thereof. In the event of such request, all other documents, whether analyses, compilations or studies, that contain or otherwise reflect the information furnished by a Party, will be destroyed by the applicable receiving Party or will be returned and the applicable Party(ies) will confirm in writing that all such materials have been returned or destroyed. No failure or delay by any Party(ies) in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

The Parties hereto recognize and agree that in the event of a breach by any Party of this section, money damages would not be an adequate remedy for such breach and, even if money damages were adequate, it would be impossible to ascertain or measure with any degree of accuracy the damages sustained therefrom. Accordingly, if there should be a breach or threatened breach by any Party(ies) of the provisions of this section, the other applicable Party(ies), will be entitled to an injunction restraining any breach without showing or proving actual damage sustained by such Party(ies). Nothing in the preceding sentence will limit or otherwise affect any remedies that the non-violating Party(ies) may otherwise have under applicable Law.

ARTICLE 10

GENERAL PROVISIONS

10.1 Notice

Any notice delivered or emailed will be deemed to have been given and received on its business Day next following the date of delivery or email, as the case may be. Any notice mailed as aforesaid will be deemed to have been given and received on the third Business Day following the date it is posted, provided that if between the time of mailing and actual receipt of the notice there will be a mail strike, slow down or other labour dispute which might affect delivery of the notice by mail, then the notice will be effective only if actually delivered. Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement and the transactions contemplated thereby will be in writing and will be sufficiently given or made if mailed or emailed, in the case of:

(a) Pembrook, addressed as follows:

Pembrook Copper Corp.

500 – 666 Burrard Street

Vancouver, BC
V6C 3P6, Canada

Attention: Dan Innes
Email: [Personal Contact Information Redacted]

With a copy to:

1374-4821-0711, v. 3

Edwards, Kenny & Bray LLP
1900 – 1040 West Georgia Street
Vancouver, BC
V6E 4H3, Canada

Attention: David Allman
Email: [Personal Contact Information Redacted]

(b) Purchaser and Acquisition Co, addressed as follows:

c/o Mason Law.
2700-161 Bay Street
Toronto, ON
M5J 2S1, Canada

Attention: Robert Mason
Email: [Personal Contact Information Redacted]

10.2 Assignment

No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties.

10.3 Binding Effect

This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns (including, for greater certainty, Amalco).

10.4 Time of the Essence

Time is of the essence hereof.

10.5 Governing Law

This Agreement will be governed by and construed in accordance with the Laws of the province of British Columbia and the federal Laws of Canada applicable therein. The Parties irrevocably attorn to the Courts of British Columbia residing in the City of Vancouver, British Columbia for any disputes or claims in relation to this Agreement and all matters related hereto.

10.6 Entire Agreement

This Agreement (including, for greater certainty, the Amalgamation Agreement), constitutes the entire agreement and understanding between and among the Parties hereto with respect to the subject matter hereof and the Amalgamation and supersedes any prior agreement, representation or understanding with respect thereto. Pembrook acknowledges its obligations pursuant to the Exclusivity Agreement dated March 10, 2025 between Pembrook, MCV and Nomad Resource Partners Inc., including without limitation with respect to the Termination Fee as defined therein.

10.7 Amendment or Waiver

Subject to any requirements imposed by Law or by any court having jurisdiction, this Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by written instrument executed by all the Parties hereto. No waiver of any nature, in any one or more instances, will be deemed or construed as a further or continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.

1374-4821-0711, v. 3

10.8 Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is determined to be void or unenforceable in whole or in part, it will be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision will be severable from this Agreement.

10.9 Counterparts and Delivery

This Agreement may be executed in any number of counterparts, each of which will be considered the original and all of which, together, will constitute one and the same instrument. This Agreement may also be executed in original or by signature sent and received by facsimile or other electronic transmission and the reproduction of such signature sent and received by way of facsimile or other electronic transmission will be deemed as though such reproduction was an executed original thereof.

10.10 Further Assurances

Each of the Parties hereto agrees that each will promptly furnish to the other such further documents and take or cause to be taken such further actions as may reasonably be required in order to effect this Agreement and the Amalgamation. Each Party hereto agrees to execute and deliver such instruments and documents as the other Parties hereto may reasonably require in order to carry out the intent of this Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first above written.

PEMBROOK COPPER CORP.

By: "Dan Innes"
Name: Dan Innes
Title: CEO

1001184918 ONTARIO INC.

Name:
Title:

1540646 B.C. LTD.

Name:
Title:

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first above written.

PEMBROOK COPPER CORP.

Name:
Title:

1001184918 ONTARIO INC.

By: "Vincent Metcalfe"
Name: Vincent Metcalfe
Title: President & CEO

1540646 B.C. LTD.

By: "Robert Mason"
Name: Robert Mason
Title: Director

SCHEDULE A
TO THE ACQUISITION AGREEMENT
Form of Amalgamation Agreement
AMALGAMATION AGREEMENT

THIS AGREEMENT is effective as of [●], 2025,

AMONG

PEMBROOK COPPER CORP., a corporation incorporated under the laws of the Province of British Columbia

("Pembrook")

AND

1001184918 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario

("Purchaser")

AND

1540646 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia

("AcquisitionCo")

WHEREAS:

A. each of the Parties is also a Party to an Acquisition Agreement which contemplates the Amalgamation (as herein defined), subject to certain conditions;

B. AcquisitionCo and Pembrook wish, subject to the satisfaction or waiver of the conditions set forth in Article 7 of the Acquisition Agreement, to effect the Amalgamation and amalgamate and continue as one corporation under the provisions of the BCBCA and in accordance with the terms thereof; and

C. the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to the Amalgamation.

Definitions. In this Agreement:

(a) “Acquisition Agreement” means the merger agreement dated May 27, 2025, between Purchaser, AcquisitionCo, and Pembrook, including the recitals, schedules and exhibits thereto, as the same may be amended, modified or supplemented in accordance with its terms.

(b) “AcquisitionCo Share” means a common share without par value in the capital of AcquisitionCo.

A-1

(c) "Agreement" means this amalgamation agreement and includes any and every instrument supplemental or ancillary hereto.

(d) "Amalco" means the corporation resulting from the Amalgamation.

(e) "Amalco Share" means a common share without par value of Amalco.

(f) "Amalgamating Companies" means AcquisitionCo and Pembrook.

(g) "Amalgamation" means the amalgamation of the Amalgamating Companies under Sections 269 and following of the BCBCA upon the terms and subject to the conditions set forth in this Agreement, as contemplated by the Acquisition Agreement.

(h) "Amalgamation Application" means the amalgamation application substantially in the form attached as Appendix A hereto to be filed by the Amalgamating Companies with the Registrar in accordance with Section 275(1)(a) of the BCBCA.

(i) "Amalgamation Certificate" means the amalgamation certificate in respect of the Amalgamation to be issued by the Registrar in accordance with Section 281 of the BCBCA.

(j) "Articles of Amalgamation" means the articles of amalgamation substantially in the form attached as Appendix B hereto.

(k) "BCBCA" means the Business Corporations Act (British Columbia).

(l) "Depository" means •.¹

(m) "Dissent Rights" means the rights of dissent in respect of the Amalgamation provided for pursuant to Section 272 of the BCBCA.

(n) "Dissenting Shareholder" means a Pembrook Shareholder who validly exercises the right of dissent available to such holder under Section 272 of the BCBCA in respect of the Pembrook Amalgamation Resolution, and becomes entitled to receive, if the Amalgamation is completed, the fair value of his, her or its Pembrook Shares, provided such Pembrook Shareholder has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights or otherwise failed to comply with the requirements of the BCBCA.

(o) "Purchaser Share" means a common share without par value in the capital of Purchaser.

(p) "Effective Date" means the effective date of the Amalgamation as set forth in and indicated on the Amalgamation Certificate.

(q) "Effective Time" means 10:00 a.m. (Vancouver time) on the Effective Date or such other time as Purchaser and Pembrook, each acting reasonably, may agree to in writing, such agreement to be evidenced by the filing of the Amalgamation Application with such other time.

(r) "ITA" means the Income Tax Act (Canada).

(s) "Law" means any federal, provincial, local, municipal, state, foreign or other administrative statute, law, order, constitution, ordinance, principle of common law, regulation, rule or treaty.

¹ To be determined.

1374-4821-0711, v. 3

(t) "Lien" means any mortgage, hypothec, lien, security interest, lease, option, right of third parties or other charge or encumbrance, including the lien or retained title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

(u) "Other Party" means either Pembrook in relation to the Purchaser or Purchaser in relation to Pembrook.

(v) "Party" means a party to this Agreement and "Parties" means all of them, collectively.

(w) "Pembrook Amalgamation Resolution" means the special resolution of Pembrook Shareholders in respect of the Amalgamation substantially in the form and content of the AcquisitionCo Amalgamation Resolution attached as Schedule B to the Acquisition Agreement.

(x) "Pembrook Shareholders" means the registered holders of Pembrook Shares and "Pembrook Shareholder" means any of the Pembrook Shareholders.

(y) "Pembrook Share" means a common share without par value in the capital of Pembrook.

(z) "Registrar" means the Registrar of Companies under the BCBCA.

Any other capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Acquisition Agreement.

Amalgamation. Subject to the provisions of this Agreement, the Amalgamating Companies hereby agree to amalgamate effective as of the Effective Time under the provisions of the BCBCA and to continue as one company on the terms and conditions hereinafter set out.
Effect of Amalgamation. As of the Effective Time, subject to the BCBCA:

(a) the Amalgamation of the Amalgamating Companies and their continuance as one corporation will become effective;

(b) the property of each of the Amalgamating Companies will continue to be the property of Amalco;

(d) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Companies will be unaffected;

(e) any civil, criminal or administrative action or proceeding pending by or against either of the Amalgamating Companies may be continued to be prosecuted by or against Amalco;

(f) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Companies may be enforced by or against Amalco; and

(g) the Articles of Amalgamation will be deemed to be the articles of incorporation of Amalco and the Amalgamation Certificate will be deemed to be the certificate of incorporation of Amalco.

Name. The name of Amalco will be “●”.

1374-4821-0711, v. 3

Amalgamation Application and Articles. The forms of the Amalgamation Application and of the Articles of Amalgamation will, subject to repeal, amendment, alteration or addition under the BCBCA, be in substantially the forms set forth in Appendices A and B attached hereto, respectively.
Termination. The board of directors of either of the Amalgamating Companies may terminate the Amalgamation and this Agreement at any time prior to the issue of the Amalgamation Certificate notwithstanding the approval by either, or both of, the Pembrook Shareholders and Purchaser as sole shareholder of AcquisitionCo.
Modifications. The Parties may, by resolution of their respective directors, assent to any alteration or modification of this Agreement which the Registrar may require or which the shareholders of the Amalgamating Companies may direct or approve pursuant to the BCBCA and all alterations or modifications so assented to will be binding upon the Parties.
Fiscal Year. The fiscal year end of Amalco shall be December 31 of each calendar year.
Business. There will be no restrictions on the business Amalco may carry on or on the powers it may exercise.
Registered Office. The mailing and the delivery address of the registered office of Amalco will be at 1900-1040 West Georgia Street, Vancouver, BC V6E 4H3, until otherwise determined.
Records Office. The mailing and the delivery address of the records office of Amalco will be at 1900-1040 West Georgia Street, Vancouver, BC V6E 4H3, until otherwise determined.
Authorized Capital. Amalco will be authorized to issue an unlimited number of common shares without par value which shall have the rights, privileges, restrictions and conditions, subject to repeal, amendment, alteration or addition under the BCBCA, set out in the Articles of Amalgamation. No shares of Amalco may be transferred except in compliance with the restrictions set out in the Articles of Amalgamation.

1374-4821-0711, v. 3

Initial Director. The first director of Amalco, until amended in accordance with the Articles of Amalgamation, shall be the person whose name and address appear below:

Name	Mailing and Delivery Address
Vincent Metcalfe	2700-161 Bay Street
Toronto, ON
M5J 2S1

Such director shall hold office until the first annual meeting of shareholders of Amalco or until his successor is elected or appointed.

Officers. The following person will hold the office set opposite his name and will carry out his duties until he is relieved from such office by the board of directors of Amalco or until he sooner ceases to hold such office:

Name	Position
Vincent Metcalfe	Chief Executive Officer

Treatment of Share Capital. Upon issuance of the Amalgamation Certificate at the Effective Time, the issued and unissued shares of each of the Amalgamating Companies will be exchanged for Amalco Shares and Purchaser Shares as follows:

(a) all of the unissued shares of each of the Amalgamating Companies will be cancelled;
(b) each issued and outstanding AcquisitionCo Share will be exchanged for one Amalco Share, and the issued and outstanding AcquisitionCo Share will be cancelled;
(c) Pembrook Shareholders (other than Dissenting Shareholders) will receive 0.14667 of a Purchaser Share for each Pembrook Share held;
(d) as consideration for the issuance of the Purchaser Shares to the Pembrook Shareholders, Amalco will issue to the Purchaser 100 Amalco Shares; and
(e) each Pembrook Option shall be exchanged for 0.14667 of a Purchaser Option having an exercise price equal to the exercise price of the Pembrook Option divided by 0.14667.

Share Certificates. At the Effective Time:

(a) Purchaser will be deemed to be the registered holder of all of the outstanding Amalco Shares to which it is entitled under Section 15(b) and 15(d) and will be entitled to receive a share certificate or written acknowledgement of uncertificated shares representing such Amalco Shares;
(b) share certificates or written acknowledgements of uncertificated shares evidencing the Pembrook Shares will cease to represent any claim upon or interest in Pembrook or Amalco other than the right to receive Purchaser Shares in accordance with Section 15(c);
(c) Dissenting Shareholders shall have the right to receive the fair value, determined in accordance with the BCBCA, of the Pembrook Shares held by them.

Capital. At the Effective Time:

1374-4821-0711, v. 3

(a) to the extent permitted by law, Purchaser shall add to the capital account maintained in respect of the Purchaser Shares an amount equal to the aggregate paid-up capital (as such term is defined in the ITA), determined immediately prior to the Effective Time, of the Pembrook Shares that are exchanged for Purchaser Shares on the Amalgamation which shall not include the paid-up capital of any Pembrook Shares held by Dissenting Shareholders who do not exchange their Pembrook Shares for Purchaser Shares pursuant to the Amalgamation; and

(b) to the extent permitted by law, Amalco shall add to the capital account maintained in respect of the Amalco Shares an amount equal to the sum of (i) the aggregate paid-up capital (as such term is defined in the ITA), determined immediately prior to the Effective Time, of the AcquisitionCo Shares; and (ii) the aggregate paid-up capital (as such term is defined in the ITA), determined immediately prior to the Effective Time, of the Pembrook Shares that are exchanged for Amalco Shares on the Amalgamation.

Fractional Shares. No fractional Purchaser Shares or Amalco Shares will be issued by Purchaser or Amalco pursuant to this Agreement. Any exchange or replacement contemplated in Section 15 that results in less than a whole number will be rounded down to the nearest whole number without any payment in lieu of any fractional share.
Lost Certificates. In the event any certificate, which immediately prior to the Effective Time represented one or more outstanding Pembrook Shares that were exchanged pursuant to this Agreement, has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depository will issue in exchange for such lost, stolen or destroyed certificate, the Purchaser Shares deliverable in accordance with the terms herein.
Withholding Rights. Purchaser, Amalco and the Depository will be entitled to deduct and withhold from any consideration otherwise payable to any Pembrook Shareholder such amounts as Purchaser, Amalco or the Depository determines are required or permitted to be deducted and withheld with respect to such payment under the ITA, or any provision of any other applicable tax law. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to the Pembrook Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.
No Liens. Any exchange or transfer of securities pursuant to this Agreement will be free and clear of all Liens of third parties of any kind.
Covenants. AcquisitionCo and Pembrook will, on or prior to the Effective Date, jointly file with the Registrar the Amalgamation Application and the Articles of Amalgamation and such other documents as may be required to give effect to the Amalgamation at the Effective Time upon and subject to the terms and conditions of this Agreement and the Acquisition Agreement.
Dissenting Shareholders. Pembrook Shares held by Dissenting Shareholders (each, a "Dissenting Pembrook Share") will not be exchanged for Purchaser Shares at the Effective Time in accordance with Section 15(c). Instead, on the Effective Date, each Dissenting Shareholder will cease to have any rights as a Pembrook Shareholder other than the right to be paid the fair value in respect of the Dissenting Pembrook Shares in accordance with the provisions of Section 272 of the BCBCA. However, if a Dissenting Shareholder withdraws or is deemed to have withdrawn the exercise of its Dissent Rights or otherwise failed to comply with the requirements of the BCBCA or if such Dissenting Shareholder's rights as a Pembrook Shareholder are otherwise reinstated, each Dissenting Pembrook Share held by that Dissenting Shareholder will thereupon be deemed to have been exchanged for one Purchaser Share at the Effective Time in accordance with Section 15(c).

1374-4821-0711, v. 3

Notice. Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement will be given or made in accordance with the terms of the Acquisition Agreement.
Assignment. No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of each of the Other Party.
Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including, for greater certainty, Amalco).
Time of the Essence. For the purposes of this Agreement time will be of the essence.
Governing Law. This Agreement will be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein.
Entire Agreement. This Agreement (including, for greater certainty, the Acquisition Agreement), constitutes the entire agreement and understanding between and among the Parties with respect to the subject matter hereof and the Amalgamation and supersedes any prior agreement, representation or understanding with respect thereto.
Amendment or Waiver. Subject to any requirements imposed by Law or by any court having jurisdiction, this Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by written instrument executed by all the Parties. No waiver of any nature, in any one or more instances, will be deemed or construed as a further or continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.
Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is determined to be void or unenforceable in whole or in part, it will be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision will be severable from this Agreement.
Counterparts and Delivery. This Agreement may be executed in any number of counterparts, each of which will be considered the original and all of which, together, will constitute one and the same instrument. This Agreement may also be executed in original or by signature sent and received by facsimile or other electronic transmission and the reproduction of such signature sent and received by way of facsimile or other electronic transmission will be deemed as though such reproduction was an executed original thereof.
Further Assurances. Each of the Parties agrees that it will promptly furnish to the Other Parties such further documents and take or cause to be taken such further actions as may reasonably be required in order to effect this Agreement and the Amalgamation. Each Party agrees to execute and deliver such instruments and documents as the Other Parties may reasonably require in order to carry out the intent of this Agreement.

[Remainder of page intentionally left blank.]

1374-4821-0711, v. 3

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first above written.

PEMBROOK COPPER CORP.

Name:
Title:

1001184918 ONTARIO INC.

Name:
Title:

1540646 B.C. LTD.

Name:
Title:

APPENDIX A
TO THE AMALGAMATION AGREEMENT

Amalgamation Application

To be inserted.

BC Limited Company
AMALGAMATION APPLICATION
BUSINESS CORPORATIONS ACT, section 275

BRITISH COLUMBIA
BC Registry Services

Telephone: 1 877 526-1526
www.bcreg.ca
Mailing Address: PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3
Courier Address: 200 – 940 Blanshard Street
Victoria BC V8W 3E6

DO NOT MAIL THIS FORM to BC Registry Services
unless you are instructed to do so by registry staff.
The Regulation under the Business Corporations Act
requires the electronic version of this form to be filed
on the Internet at www.corporateonline.gov.bc.ca

Freedom of Information and Protection of Privacy Act (FOIPPA):
Personal information provided on this form is collected, used and
disclosed under the authority of the FOIPPA and the Business
Corporations Act for the purposes of assessment. Questions regarding
the collection, use and disclosure of personal information can be
directed to the Manager of Registries Operations at 1 877 526-1526,
PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.

A INITIAL INFORMATION – When the amalgamation is complete, your company will be a BC limited company.
What kind of company(ies) will be involved in this amalgamation?
(Check all applicable boxes.)
☑ BC company
☐ BC unlimited liability company

B NAME OF COMPANY – Choose one of the following:
☐ The name ________ is the name
reserved for the amalgamated company. The name reservation number is: ________,
OR
☐ The company is to be amalgamated with a name created by adding “B.C. Ltd.” after the incorporation number,
OR
☐ The amalgamated company is to adopt, as its name, the name of one of the amalgamating companies.
The name of the amalgamating company being adopted is: ________
The incorporation number of that company is: ________

Please note: If you want the name of an amalgamating corporation that is a foreign corporation, you must obtain a name
approval before completing this amalgamation application.

C AMALGAMATION STATEMENT – Please indicate the statement applicable to this amalgamation.
☐ With Court Approval:
This amalgamation has been approved by the court and a copy of the entered court order approving the amalgamation
has been obtained and has been deposited in the records office of each of the amalgamating companies.
OR
☐ Without Court Approval:
This amalgamation has been effected without court approval. A copy of all of the required affidavits under section
277(1) have been obtained and the affidavit obtained from each amalgamating company has been deposited in that
company’s records office.

FORM 13 LTD (SEP 2017)
Page 1

FORM 13 LTD (SEP 2017)
Page 2

6 AMALGAMATION EFFECTIVE DATE – Choose one of the following:

☐ The amalgamation is to take effect at the time that this application is filed with the registrar.

☐ The amalgamation is to take effect at 12:01 a.m. Pacific Time on being a date that is not more than ten days after the date of the filing of this application.

☐ The amalgamation is to take effect at __ a.m. or ____ p.m. Pacific Time on being a date and time that is not more than ten days after the date of the filing of this application.

E AMALGAMATING CORPORATIONS

Enter the name of each amalgamating corporation below. For each company, enter the incorporation number.

If the amalgamating corporation is a foreign corporation, enter the foreign corporation's jurisdiction and if registered in BC as an extraprovincial company, enter the extraprovincial company's registration number. Attach an additional sheet if more space is required.

NAME OF AMALGAMATING CORPORATION	BC INCORPORATION NUMBER, OR EXTRAPROVINCIAL REGISTRATION NUMBER IN BC	FOREIGN CORPORATION'S JURISDICTION
1. PEMBROOK COPPER CORP.	BC0869654
2. 1540646 B.C. LTD.	BC1540646
3.
4.
5.

F FORMALITIES TO AMALGAMATION

If any amalgamating corporation is a foreign corporation, section 275 (1)(b) requires an authorization for the amalgamation from the foreign corporation's jurisdiction to be filed.

☐ This is to confirm that each authorization for the amalgamation required under section 275(1)(b) is being submitted for filing concurrently with this application.

6 CERTIFIED CORRECT – I have read this form and found it to be correct.

This form must be signed by an authorized signing authority for each of the amalgamating companies as set out in Item E.

| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| --- | --- | --- |
| 1. | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 2. | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 3. | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 4. | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 5. | X | |

NOTICE OF ARTICLES

A NAME OF COMPANY

Set out the name of the company as set out in Item B of the Amalgamation Application.

B TRANSLATION OF COMPANY NAME

Set out every translation of the company name that the company intends to use outside of Canada.

C DIRECTOR NAME(S) AND ADDRESS(ES)

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual's residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.

LAST NAME
FIRST NAME
MIDDLE NAME

Metcalfe
Vincent

| DELIVERY ADDRESS
2700 - 161 Bay St., Toronto | PROVINCE/STATE
Ontario | COUNTRY
Canada | POSTAL CODE/ZIP CODE
M5J 2S1 |
| --- | --- | --- | --- |
| MAILING ADDRESS | PROVINCE/STATE | COUNTRY | POSTAL CODE/ZIP CODE |

LAST NAME
FIRST NAME
MIDDLE NAME

DELIVERY ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE

LAST NAME
FIRST NAME
MIDDLE NAME

DELIVERY ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE

LAST NAME
FIRST NAME
MIDDLE NAME

DELIVERY ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE

FORM 13 LTD (SEP 2017)

D REGISTERED OFFICE ADDRESSES

| DELIVERY ADDRESS OF THE COMPANY'S REGISTERED OFFICE
1900 – 1040 West Georgia Street, Vancouver | PROVINCE
BC | POSTAL CODE
V6E 4H3 |
| --- | --- | --- |
| MAILING ADDRESS OF THE COMPANY'S REGISTERED OFFICE
1900 – 1040 West Georgia Street, Vancouver | PROVINCE
BC | POSTAL CODE
V6E 4H3 |

E RECORDS OFFICE ADDRESSES

| DELIVERY ADDRESS OF THE COMPANY'S RECORDS OFFICE
1900 – 1040 West Georgia Street, Vancouver | PROVINCE
BC | POSTAL CODE
V6E 4H3 |
| --- | --- | --- |
| MAILING ADDRESS OF THE COMPANY'S RECORDS OFFICE
1900 – 1040 West Georgia Street, Vancouver | PROVINCE
BC | POSTAL CODE
V6E 4H3 |

F AUTHORIZED SHARE STRUCTURE

Identifying name of class or series of shares	Maximum number of shares of this class or series of shares that the company is authorized to issue, or indicate there is no maximum number.		Kind of shares of this class or series of shares.			Are there special rights or restrictions attached to the shares of this class or series of shares?
	THERE IS NO MAXIMUM (✓)	MAXIMUM NUMBER OF SHARES AUTHORIZED	WITHOUT PAR VALUE (✓)	WITH A PAR VALUE OF ($)	Type of currency	YES (✓)	NO (✓)
Common	✓		✓

FORM 13 LTD (SEP 2017)

APPENDIX B
TO THE AMALGAMATION AGREEMENT

Articles of Amalgamation

To be attached.

Amalgamation number:
BC ___

B.C. Ltd.
(the "Company")

The Company has as its articles the following articles.

ARTICLES

Article 1 Interpretation ... 1
Article 2 Shares and Share Certificates ... 1
Article 3 Issue of Shares ... 3
Article 4 Share Registers ... 4
Article 5 Share Transfers ... 4
Article 6 Transmission of Shares ... 6
Article 7 Purchase of Shares ... 6
Article 8 Borrowing Powers ... 7
Article 9 Alterations ... 7
Article 10 Meetings of Shareholders ... 8
Article 11 Proceedings at Meetings of Shareholders ... 10
Article 12 Votes of Shareholders ... 14
Article 13 Directors ... 17
Article 14 Election and Removal of Directors ... 19
Article 15 Alternate Directors ... 21
Article 16 Powers and Duties of Directors ... 23
Article 17 Disclosure of Interest of Directors ... 23
Article 18 Proceedings of Directors ... 24
Article 19 Executive and Other Committees ... 27
Article 20 Officers ... 28
Article 21 Indemnification ... 29
Article 22 Dividends ... 30
Article 23 Accounting Records ... 32
Article 24 Notices ... 32
Article 25 Seal ... 34
Article 26 Prohibitions ... 34

Article 1
Interpretation

1.1 Definitions

In these Articles, unless the context otherwise requires:

(a) “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

(b) “Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that act;

(d) “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

(e) “seal” means the seal of the Company, if any;

(f) “Securities Transfer Act” means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that act.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

Article 2
Shares and Share Certificates

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3 Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to

(a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or
(b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(a) order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(b) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(a) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and
(b) any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

Article 3

Issue of Shares

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(a) consideration is provided to the Company for the issue of the share by one or more of the following:

(i) past services performed for the Company;
(ii) property;
(iii) money; and

(b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

Article 4 Share Registers

4.1 Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

Article 5 Share Transfers

5.1 Registering Transfers

The Company:

(a) may register a transfer of a share of the Company, if the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(i) a duly signed instrument of transfer in respect of the share;

(ii) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate in respect of the shares to be transferred; and

(iii) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment in respect of the shares to be transferred;

(b) must registered a transfer of a share of the Company if all of the preconditions for a transfer of a share under the Securities Transfer Act have been met and the Company is required under the Securities Transfer Act to register the transfer.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates, or in accordance with the Securities Transfer Act or in any other form that may be approved by the directors or transfer agent or registrar for the class or series of share to be transferred.

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(a) in the name of the person named as transferee in that instrument of transfer; or
(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

Article 6

Transmission of Shares

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act, the Securities Transfer Act and the directors have been deposited with the Company.

Article 7

Purchase of Shares

7.1 Company Authorized to Purchase Shares

Subject to article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a) the Company is insolvent; or
(b) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a) is not entitled to vote the share at a meeting of its shareholders;
(b) must not pay a dividend in respect of the share; and
(c) must not make any other distribution in respect of the share.

Article 8

Borrowing Powers

8.1 Powers of the Directors

The Company, if authorized by the directors, may:

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

(d) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

Article 9

Alterations

9.1 Alteration of Authorized Share Structure

Subject to article 9.2 and the Business Corporations Act, the Company may by directors' resolution or ordinary resolution:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(d) if the Company is authorized to issue shares of a class of shares with par value:

(e) decrease the par value of those shares; or

(f) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(g) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(h) alter the identifying name of any of its shares; or

(i) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act;

and, alter its Notice of Articles and Articles, if required.

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued,

and alter its Notice of Articles and Articles accordingly, but no right or special right to any issued shares must be prejudiced or interfered with unless the shareholders holding shares of the class or series of shares whose right or special right is so prejudiced or interfered with consent by a separate special resolution of those shareholders.

9.3 Change of Name

The Company may by directors' resolution or ordinary resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.

9.4 Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

Article 10 Meetings of Shareholders

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders to be held on such date, and at such time and location as determined by the directors.

10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a) if and for so long as the Company is a public company, 21 days;

(b) otherwise, 10 days.

10.5 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a) if and for so long as the Company is a public company, 21 days;

(b) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.8 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of article 11.1, the notice of meeting must:

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(a) state the general nature of the special business; and
(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(i) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

Article 11

Proceedings at Meetings of Shareholders

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(b) at an annual general meeting, all business is special business except for the following:

(i) business relating to the conduct of or voting at the meeting;
(ii) consideration of any financial statements of the Company presented to the meeting;
(iii) consideration of any reports of the directors or auditor;
(iv) the setting or changing of the number of directors;
(v) the election or appointment of directors;
(vi) the appointment of an auditor;
(vii) the setting of the remuneration of an auditor;
(viii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
(ix) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

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11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(a) the quorum is one person who is, or who represents by proxy, that shareholder, and
(b) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any officer of the Company, any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in article 11.7(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

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(a) the chair of the board, if any; or
(b) if there is no chair of the board or the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

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11.16 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 Manner of Taking Poll

Subject to article 11.18, if a poll is duly demanded at a meeting of shareholders:

(a) the poll must be taken:

(i) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(ii) in the manner, at the time and at the place that the chair of the meeting directs;

(b) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

11.18 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection

during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

Article 12

Votes of Shareholders

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under article 12.3:

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
(b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of article 12.3, deemed to be joint shareholders.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a) for that purpose, the instrument appointing a representative must:

(i) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or

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if no number of days is specified, two business days before the day set for the holding of the meeting; or

(ii) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(b) if a representative is appointed under this article 12.5:

(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

If and for so long as the Company is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, articles 12.7 to 12.15 apply only insofar as they are not inconsistent with any securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any states of the United States that is applicable to the Company and insofar as they are not inconsistent with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by securities commissions or similar authorities appointed under that legislation.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under article 12.5;

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(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(b) by the chair of the meeting, before the vote is taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]

(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): __.

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Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder—printed]

12.13 Revocation of Proxy

Subject to article 12.14, every proxy may be revoked by an instrument in writing that is:

(a) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(b) provided, at the meeting, to the chair of the meeting.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in article 12.13 must be signed as follows:

(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under article 12.5.

12.15 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

Article 13

Directors

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under article 14.8, is set at:

(a) subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company's first directors;

(b) if the Company is a public company, the greater of three and the most recently set of:

(i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

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(ii) the number of directors set under article 14.4;

(i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(ii) the number of directors set under article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under articles 13.1(b)(i) or 13.1(c)(i):

(a) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(b) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

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13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

Article 14 Election and Removal of Directors

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by article 10.2:

(a) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(a) that individual consents to be a director in the manner provided for in the Business Corporations Act;

(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

14.3 Failure to Elect or Appoint Directors

If:

(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(d) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

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14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this article 14.8 must not at any time exceed:

(a) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(b) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under article 14.1(a), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

(a) the term of office of the director expires;
(b) the director dies;

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(c) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
(d) the director is removed from office pursuant to articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

Article 15 Alternate Directors

15.1 Appointment of Alternate Director

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(a) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
(b) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

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(c) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

(d) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(a) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

(b) the alternate director dies;

(c) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(d) the alternate director ceases to be qualified to act as a director; or

(e) his or her appointor revokes the appointment of the alternate director.

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

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Article 16

Powers and Duties of Directors

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

Article 17

Disclosure of Interest of Directors

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

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17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

Article 18

Proceedings of Directors

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

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(a) the chair of the board, if any;
(b) in the absence of the chair of the board, the president, if any, if the president is a director; or
(c) any other director chosen by the directors if:
(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
(b) the director or alternate director, as the case may be, has waived notice of the meeting.

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18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(a) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

(b) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing.

A consent in writing under this article may be by signed document, fax, email or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfied all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

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Article 19
Executive and Other Committees

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(a) the power to fill vacancies in the board of directors;
(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(a) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(b) delegate to a committee appointed under paragraph (a) any of the directors' powers, except:

(i) the power to fill vacancies in the board of directors;
(ii) the power to remove a director;
(iii) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(iv) the power to appoint or remove officers appointed by the directors; and

(c) make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3 Obligations of Committees

Any committee appointed under articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(a) conform to any rules that may from time to time be imposed on it by the directors; and
(b) report every act or thing done in exercise of those powers at such times as the directors may require.

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19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under articles 19.1 or 19.2:

(a) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(b) terminate the appointment of, or change the membership of, the committee; and

19.5 Committee Meetings

Subject to article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under articles 19.1 or 19.2:

(a) the committee may meet and adjourn as it thinks proper;

(b) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(d) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

Article 20

Officers

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(a) determine the functions and duties of the officer;

(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

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20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

Article 21 Indemnification

21.1 Definitions

In this Article 21:

(a) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(b) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(i) is or may be joined as a party; or

(ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

21.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this article 21.2.

21.3 Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

30 -

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(a) is or was a director, alternate director, officer, employee or agent of the Company;

(b) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(c) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(d) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

Article 22 Dividends

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

31 -

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a) set the value for distribution of specific assets;

(b) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend

unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

Article 23 Accounting Records

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

Article 24 Notices

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:

(i) for a record mailed to a shareholder, the shareholder’s registered address;

(ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(iii) in any other case, the mailing address of the intended recipient;

(b) delivery at the applicable address for that person as follows, addressed to the person:

(i) for a record delivered to a shareholder, the shareholder’s registered address;

(ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

33 -

(iii) in any other case, the delivery address of the intended recipient;

(c) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(d) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(e) physical delivery to the intended recipient.

24.2 Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by article 24.1, prepaid and mailed or otherwise sent as permitted by article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:

(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(b) if an address referred to in subparagraph 24.5(a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

34 -

Article 25
Seal

25.1 Who May Attest Seal

Except as provided in articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(a) any two directors;
(b) the President or the Secretary;
(c) any officer, together with any director;
(d) if the Company only has one director, that director; or
(e) any one or more directors or officers or persons as may be determined by the directors.

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

Article 26
Prohibitions

26.1 Application

Article 26.2 does not apply to the Company if and for so long as it is a public company.

26.2 Consent Required for Transfer of Shares or Securities

No securities, other than non-convertible debt securities, may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

SCHEDULE B
TO THE ACQUISITION AGREEMENT

AcquisitionCo Amalgamation Resolution

RESOLVED AS A SPECIAL RESOLUTION that:

1540646 B.C. Ltd. (the “Company”) amalgamate with Pembrook Copper Corp. (“Pembrook”) under the provisions of its Business Corporations Act (British Columbia);
the amalgamation agreement (the “Amalgamation Agreement”), between the Company, Pembrook, and 1001184918 Ontario Inc. is hereby consented to, approved, and adopted; and
any director or officer of the Company be, and is hereby authorized to execute and deliver all such documents and instruments and do all such things as may be necessary to give full effect to the transactions contemplated by the Amalgamation Agreement (“General Authority”) and execution and delivery of any such document or instrument by any such director or officer will be conclusive proof of the General Authority to execute and deliver the same.

SCHEDULE C
TO THE ACQUISITION AGREEMENT

Pembrook Financial Statements

[To be inserted]

Consolidated Financial Statements of

Pembrook Copper Corp.

For the years ended December 31, 2024 and 2023

Pembrook Copper Corp.

Consolidated Statements of Financial Position

All amounts in Canadian dollars

	As at December 31,
ASSETS	2024	2023
Current Assets
Cash and cash equivalents	$ 28,806	$ 359,489
Other receivables	275,817	258,054
Prepaid expenses	11,874	22,538
	316,497	640,081
Property and Equipment (Note 3)	11,729	15,583
Mineral Properties (Notes 5 & 20)	40,319,086	38,217,870
Total Assets	$ 40,647,312	$ 38,873,534
LIABILITIES
Current Liabilities
Trade and other payables (Note 6)	$ 1,490,051	$ 688,252
Interest payable (Notes 7 & 10 & 15)	3,565,085	2,162,650
Convertible notes (Notes 7 & 10)	14,406,819	13,989,704
Loan (Note 8)	-	40,000
Note payable (Note 10)	553,381	57,182
	20,015,336	16,937,788
Deferred Income Tax Liabilities (Note 11)	939,007	792,714
Total Liabilities	20,954,343	17,730,502
EQUITY
Share Capital (Note 9)	131,722,803	131,722,803
Reserves	20,571,335	19,437,202
Equity Component of Convertible Notes (Note 7)	481,982	476,519
Deficit	(133,647,356)	(131,041,844)
Equity Attributable to the Equity Holders of the Company	19,128,764	20,594,680
Non-controlling Interest (Note 13)	564,205	548,352
Total Equity	19,692,969	21,143,032
Total Liabilities and Equity	$ 40,647,312	$ 38,873,534

Nature of Operations and Going Concern (Note 1)

Commitments (Note 12)

APPROVED BY THE BOARD OF DIRECTORS ON APRIL 30, 2025:

/s/ "Alan Moon" , Director

/s/ "Daniel Innes" , Director

The accompanying notes are an integral part of these consolidated financial statements -

Pembrook Copper Corp.
Consolidated Statements of Loss and Comprehensive Loss
All amounts in Canadian dollars

	Years ended December 31,
	2024	2023
Operating and Administrative Expenses
General exploration	$ 1,040	$ 2,847
Interest on convertible notes (Notes 7 & 15)	1,715,596	1,432,384
General and administration	1,201,047	1,413,943
Loss before other items	$ 2,917,683	$ 2,849,174
Other Items
Write-down of mineral property cost (Note 5)	7,115	-
Loss on disposal of property and equipment (Note 3)	1,332	-
Gain on modification of convertible notes (Note 7)	(438,599)	(240,713)
Foreign exchange loss	5,480	64,035
Loss before Income Tax	$ 2,493,011	$ 2,672,496
Deferred income tax expense (recovery) (Note 11)	144,273	(161,549)
Net Loss	$ 2,637,284	$ 2,510,947
Other Comprehensive Loss
Foreign currency translation differences	(1,181,758)	283,922
Other Comprehensive (Income) Loss	$ (1,181,758)	$ 283,922
Other Comprehensive (Income) Loss Attributable to:
Equity holders of the Company	(1,134,133)	270,672
Non-controlling interest	(47,625)	13,250
	(1,181,758)	283,922
Total Comprehensive Loss	$ 1,455,526	$ 2,794,869
Net Loss Attributable to:
Equity holders of the Company	2,605,512	2,514,175
Non-controlling interest	31,772	(3,228)
	2,637,284	2,510,947
Total Comprehensive Loss Attributable to:
Equity holders of the Company	1,471,379	2,784,847
Non-controlling interest	(15,853)	10,022
	$ 1,455,526	$ 2,794,869
Basic and Diluted Loss Per Share (Note 9(e))	$ 0.02	$ 0.02
Weighted Average Shares Outstanding During the Year – Basic and Diluted	149,410,199	149,410,199

The accompanying notes are an integral part of these consolidated financial statements -

Pembrook Copper Corp.

Consolidated Statements of Changes in Equity

All amounts in Canadian dollars

	Reserves
	Share Capital Common Shares		Equity Component of convertible notes	Share-based Payment Reserve	Foreign Currency Translation Reserve	Contributed Surplus	Total Reserves	Deficit	Equity attributable to equity holders of the Company	Non-controlling Interest
	Number	$	$	$	$	$	$	$	$	$
Balance – December 31, 2022	149,410,199	131,722,803	451,267	17,782,186	1,834,849	90,839	19,707,874	(128,527,669)	23,354,275	558,374
Net loss for the year	-	-	-	-	-	-	-	(2,514,175)	(2,514,175)	3,228
Other comprehensive loss	-	-	-	-	(270,672)	-	(270,672)	-	(270,672)	(13,250)
Total comprehensive loss	-	-	-	-	(270,672)	-	(270,672)	(2,514,175)	(2,784,847)	(10,022)
Equity component of convertible note (Note 7)	-	-	25,252	-	-	-	-	-	25,252	-
Balance – December 31, 2023	149,410,199	131,722,803	476,519	17,782,186	1,564,177	90,839	19,437,202	(131,041,844)	20,594,680	548,352
Net loss for the year	-	-	-	-	-	-	-	(2,605,512)	(2,605,512)	(31,772)
Other comprehensive income	-	-	-	-	1,134,133	-	1,134,133	-	1,134,133	47,625
Total comprehensive loss	-	-	-	-	1,134,133	-	1,134,133	(2,605,512)	(1,471,379)	15,853
Equity component of convertible notes (Note 7)	-	-	5,463	-	-	-	-	-	5,463	-
Balance – December 31, 2024	149,410,199	131,722,803	481,982	17,782,186	2,698,310	90,839	20,571,335	(133,647,356)	19,128,764	564,205

The accompanying notes are an integral part of these consolidated financial statements -

Pembrook Copper Corp.

Consolidated Statements of Cash Flow

All amounts in Canadian dollars

	Years ended December 31,
	2024	2023
Operating Activities
Net loss	$ (2,637,284)	$ (2,510,947)
Items not affecting cash:
Accretion expense on convertible notes (Note 7)	313,161	313,211
Convertible notes interest reclassified to convertible notes	-	1,040,354
Gain on modification of convertible notes (Note 7)	(438,599)	(240,713)
Loss on disposal of property and equipment	1,332	-
Write-down of mineral property cost	7,115	-
Depreciation expense (Note 3)	3,017	3,872
Unrealized foreign exchange loss	5,480	64,035
Deferred income tax expense (recovery) (Note 11)	144,273	(161,549)
Operating cash flows before working capital	$ (2,601,505)	$ (1,491,737)
Changes in non-cash working capital:
Other receivables	(17,763)	50,514
Prepaid expenses	10,664	16,947
Note payable (Note 10)	8,599	2,182
Trade and other payables (Note 6)	437,694	(7,813)
Interest payable (Note 7)	1,402,435	78,325
Net Cash Used in Operating Activities	$ (759,876)	$ (1,351,582)
Investing Activities
Additions to mineral properties (Note 20)	$ (1,062,757)	$ (2,176,413)
Purchase of property and equipment (Note 3)	-	(1,091)
Proceeds received under option agreement for mineral property (Note 20)	542,527	1,164,574
Net Cash Used in Investing Activities	$ (520,230)	$ (1,012,930)
Financing Activities
Proceeds on issuance of convertible notes (Note 7)	$ 550,036	$ 2,702,000
Government loan repayment (Note 8)	(30,000)	-
Convertible notes interest repayment	-	(51,988)
Proceeds from note payable (Note 10)	477,600	-
Net Cash Provided by Financing Activities	$ 997,636	$ 2,650,012
Effect of exchange rate on cash and cash equivalents	(48,213)	(49,069)
Change in cash and cash equivalents	(330,683)	236,431
Cash and cash equivalents – beginning of year	359,489	123,058
Cash and Cash Equivalents - end of year	$ 28,806	$ 359,489

Supplemental cash flow information (Note 14)

The accompanying notes are an integral part of these consolidated financial statements -

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Nature of Operations and Going Concern

Pembrook Copper Corp. (the “Company” or “Pembrook”) is incorporated under the laws of British Columbia. The Company’s head office, principal address and records office are located at 666 Burrard Street, Suite 500, Vancouver, British Columbia, Canada, V6P 3C6.

Pembrook is a minerals exploration company engaged in the identification, acquisition, evaluation and advancement of mineral properties in Peru. The Company is exploring for copper, gold, silver, nickel and other metals. At present, none of the Company’s mineral properties are at a commercial development or production stage. The Company’s objective is to discover mineral deposits and either sell, option, joint venture, or otherwise participate in their development.

The recoverability of the amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to advance the properties, and attaining future profitable production from the properties or proceeds from disposition.

For the year ended December 31, 2024, the Company had no operating revenue and incurred a net loss of $2,637,284 (2023 - $2,510,947). At December 31, 2024, the Company had consolidated cash of $28,806 (2023 - $359,489) to apply against current liabilities of $20,015,336 (2023 - $16,937,788).

The Company’s continuing operations are dependent upon its ability to secure additional equity capital, divest assets or generate cash flow from operations in the future, none of which are assured. Due to market conditions, there is no assurance that the Company will be successful in raising additional financing. The Company has no source of revenue to maintain its mineral interests, fund its administrative overhead and pay its liabilities. These conditions create a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The Company has been successful in securing financing from directors and officers while working towards completing a transaction and does not anticipate that this will change going forward.

The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that may be necessary should the Company be unable to secure additional equity capital or generate sufficient cash to continue operations in the future. These adjustments could be material.

Material Accounting Policies

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) effective as at December 31, 2024.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

2. Material Accounting Policies (continued)

(b) Basis of Presentation

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments measured at fair value. The consolidated financial statements are presented in Canadian dollars, except where otherwise stated.

(c) Principles of consolidation

These consolidated financial statements include the accounts of the Company and its following subsidiaries. Intercompany balances, transactions, revenues and expenses have been eliminated.

Ownership Percentage at
	December 31, 2024	December 31, 2023
Torion Mining S.A.C. (Peru)	100%	100%
Orion Exploraciones S.A.C. (Peru)	100%	100%
Compania Minera Tororume S.A.C. (Peru)	100%	100%
Pecoy Sociedad Minera S.A.C. (Peru)	76.385%	76.385%
Pembrook Copper S.A.C. (Peru)	76.385%	76.385%

A subsidiary is an entity controlled by the Company. Control is achieved where the Company is exposed, or has rights, to variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee. This occurs when the Company has existing rights that give it the current ability to direct the relevant activities, is exposed, or has rights, to variable returns from its investment with the investee when the investor’s returns from its involvement have the potential to vary as a result of the investee’s performance and the ability to use its power over the investee to affect the amount of the investor’s returns.

Non-controlling interests are that part of the net loss and net assets of a subsidiary attributable to the interests that are not owned directly or indirectly by the equity holders of the Company.

(d) Business combinations

Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed are recorded at fair value at the acquisition date. The acquisition date is the date at which control is obtained over the acquiree.

Non-controlling interests are recorded at their proportionate share of the fair value of net identifiable assets acquired on initial recognition.

Pembrook Copper Corp.

Notes to the Consolidated Financial Statements

All amounts in Canadian dollars

2. Material Accounting Policies (continued)

(e) Exploration and evaluation

The Company is in the exploration stage with respect to its investment in mineral properties and follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of mineral claims and crediting all revenues received against the cost of the related claims. Such costs include, but are not limited to, staking and claims management, options payments, geological, geophysical studies, sampling and drilling. At such time that commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves. The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment.

Exploration and evaluation (“E&E”) assets are assessed for impairment when the facts and circumstances suggest that the carrying amount of an E&E asset may exceed its recoverable amount and when the Company has sufficient information to reach a conclusion about technical feasibility and commercial viability. Industry specific indicators of the existence of a potential impairment typically include the absence of plans to incur substantive expenditure on further exploration over a reasonable time horizon, conditions where title is compromised, adverse changes in the taxation, regulatory or political environment and adverse changes in currencies, commodity prices and markets.

Once technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, E&E assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property and equipment.

Recoverability of the carrying amount of any E&E asset is dependent on successful development and commercial exploration, or alternatively, sale of the respective areas of interest.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Material Accounting Policies (continued)

(f) Impairment of non-financial assets under IAS 36

Non-financial assets are reviewed for impairment if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists. Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any intangible asset with an indefinite life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

An asset’s recoverable amount is the higher of the fair value less costs to sell and value in use.

If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount. Impairment is recognized immediately as additional depreciation. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal is recognized as a reduction in the depreciation charge for the year.

(g) Restoration, rehabilitation and environmental obligations

An obligation to incur restoration, rehabilitation and environmental costs arises when an environmental disturbance is caused by exploration or development of a mineral property interest. Such costs arising from the decommissioning of exploration camps and sites, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset along with a corresponding liability as soon as the obligation to incur such costs arises. The timing of the actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the asset, the operating license conditions and when applicable, the environment in which the exploration activity takes place.

Discount rates using pre-tax rates that reflect the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production method or the straight line method. The corresponding liability is progressively increased as the effect of discounting unwinds, creating an expense recognized in profit or loss.

The Company has no material restoration, rehabilitation or environment obligations.

Pembrook Copper Corp.

Notes to the Consolidated Financial Statements

All amounts in Canadian dollars

2. Material Accounting Policies (continued)

(h) Loss per share

Loss per share is calculated based on the weighted average number of shares outstanding during the period. For diluted loss per share, dilution is calculated based on the net number of common shares issued should “in the money” options be exercised and the proceeds used to repurchase common shares at the average market price in the period. Dilution from convertible securities is calculated based on the number of shares to be issued after taking into account the reduction of the related after-tax interest expense.

For all periods presented, diluted loss per share is not presented as the effect of outstanding options is anti-dilutive.

(i) Income taxes

Income taxes are recognized in the statement of loss, except where they relate to items recognized in other comprehensive income or directly in equity, in which case the related income taxes are recognized in other comprehensive income or equity. Current taxes receivable or payable are estimated on taxable income for the current year at the statutory tax rates substantively enacted.

Deferred income tax assets and liabilities are recognized based on the difference between the tax and accounting values of assets and liabilities and are calculated using substantively enacted tax rates for the periods in which the differences are expected to reverse. The effect of tax rate changes is recognized in earnings or equity, as the case may be, in the period of substantive enactment.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which the assets can be utilized. Deferred tax liabilities are recognized for taxable temporary differences arising on investments in joint ventures and associates. However such deferred tax liabilities are not recognized where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.

Pembrook Copper Corp.

Notes to the Consolidated Financial Statements

All amounts in Canadian dollars

2. Material Accounting Policies (continued)

(j) Share-based payments

The Company’s share option plan allows employees and consultants to acquire shares of the Company. The fair value of the options granted is recognized as a share-based payment expense with a corresponding increase in share-based payment reserve. The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over a period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted and an estimated forfeiture rate.

(k) Foreign currency translation and transactions

The functional currency is the currency of the primary economic environment in which the Company and each of its subsidiaries operates. The functional currency of each subsidiary has been determined through an analysis of the consideration factors specified in IAS 21 The Effects of Changes in Foreign Exchange Rates. The Company operates in Peru where its functional currency is the US Dollar. The functional currency of the corporate headquarters is the Canadian dollar.

For the purpose of presenting consolidated financial statements, the assets and liabilities of entities with a functional currency other than Canadian dollars are converted from functional currency to presentation currency at the exchange rate in effect at the reporting date and revenue and expense items are translated at the average exchange rate for the period and exchange differences arising are recognized directly in other comprehensive income.

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in local currencies are translated to the functional currency at the exchange rate in effect at the reporting date. Non-monetary assets and liabilities are translated at historical exchange rates, unless such items are measured at fair value, in which case they are translated at the exchange rate in effect at the time when the fair value was determined.

(l) Financial instruments

Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transactions costs, except for financial assets and liabilities classified at fair value through profit or loss (“FVTPL”). The directly attributable transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.

Pembrook Copper Corp.

Notes to the Consolidated Financial Statements

All amounts in Canadian dollars

2. Material Accounting Policies (continued)

(l) Financial instruments (continued)

Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities.

Classification of financial assets

Amortized cost:

Financial assets that meet the following conditions are measured subsequently at amortized cost:

(i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and,

(ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Fair value through other comprehensive income (“FVTOCI”):

Financial assets that meet the following conditions are measured at FVTOCI:

(i) The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and,

(ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets measured subsequently at FVTPL:

By default, all other financial assets are measured subsequently at FVTPL. Financial assets measured at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss to the extent that they are not part of a designated hedging relationship. Fair value is determined in the manner described in note 15.

Classification of financial liabilities

Financial liabilities that are not held for trading or designated as at FVTPL are measured at amortized cost using the effective interest method.

Compound Financial Instruments

The Company has issued Convertible Notes, which are accounted for as compound financial instruments that are split into equity and liability components in accordance with their

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

2. Material Accounting Policies (continued)

(l) Financial instruments (continued)

substance based on the definitions of liability and equity. When the instrument is issued, the equity component is measured as the difference between the fair value of the compound instrument and the fair value of the liability component. The liability component of the compound financial instrument is subsequently measured at amortized cost using the effective interest method, accreting to maturity over the term of the note. The equity component is accounted for on the same basis as other equity instruments, that is retained in equity and not remeasured.

(m) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, deposits in banks and highly liquid investments with an original maturity date of three months or less.

(n) Significant accounting judgments

The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies, apart from those involving estimations (note 2 (o)), that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are related to the economic recoverability of the mineral properties, assumption of going concern, classification of financial instruments, determination of functional currency, determination of development costs eligible for capitalization and determination of accounting for business combinations and asset acquisitions.

(o) Measurement uncertainties and estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reported period.

Actual results could differ from those estimates and would impact future results of operations and cash flows. The significant accounts that require estimates as a basis for determining the stated amounts consist of convertible notes, share-based payment, valuation of unproven mineral rights and recovery of deferred tax assets and determination of provisions.

(p) Recent accounting pronouncements

Accounting amendments issued and effective on or after January 1, 2024

Classification of Liabilities as Current or Non-current (Amendments to IAS 1) – The amendments to IAS 1 provides a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date.

The Company concludes that the effect of such amendments did not have a material impact and therefore did not record any adjustments to the consolidated financial statements.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Material Accounting Policies (continued)

(p) Recent accounting pronouncements (continued)

Accounting standards issued and effective on or after January 1, 2027

IFRS 18 Presentation and Disclosure in Financial Statements – IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies’ financial performance for better investment decisions.

Three defined categories for income and expenses – operating, investing or financing – to improve the structure of the income statements, and require all companies to provide new defined subtotals, including operating profit;
Requirement for companies to disclose explanations of management-defined performance measures (MPMs) that are related to the income statement; and
Enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.

The Company will be evaluating the impact of the above amendments on its financial statements.

New accounting standards and interpretations adopted during the year ended December 31, 2023

Effective January 1, 2023, the Company adopted narrow-scope amendments to IAS 1 that require entities to disclose “material accounting policy information” instead of “significant accounting policies”. The adoption of this amendment did not result in material changes to the consolidated financial statements.

Effective January 1, 2023, the Company adopted amendments to IAS 8 – Definition of Accounting Estimates. These amendments clarify how companies distinguish changes in accounting policies from changes in accounting estimates, with a primary focus on the definition of and clarifications on accounting estimates. The adoption of this amendment did not have a significant impact on the consolidated financial statements.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Property and Equipment

	Field & Computer Equipment $	Furniture & fixtures $	Software $	Total $
Cost
As at December 31, 2023	61,048	23,697	11,148	95,893
Disposition	(15,060)	(989)	(530)	(16,579)
Foreign exchange movement	3,019	-	-	3,019
As at December 31, 2024	49,007	22,708	10,618	82,333
Accumulated depreciation
As at December 31, 2023	(49,642)	(22,769)	(7,899)	(80,310)
Charges for the year	(2,515)	(82)	(420)	(3,017)
Eliminated on disposition	14,133	580	534	15,247
Foreign exchange movement	(2,524)	-	-	(2,524)
As at December 31, 2024	(40,548)	(22,271)	(7,785)	(70,604)
Carrying amount
As at December 31, 2024	8,459	437	2,833	11,729
	Field & Computer Equipment $	Furniture & fixtures $	Software $	Total $
Cost
As at December 31, 2022	60,746	23,697	11,148	95,591
Additions	1,091	-	-	1,091
Foreign exchange movement	(789)	-	-	(789)
As at December 31, 2023	61,048	23,697	11,148	95,893
Accumulated depreciation
As at December 31, 2022	(47,036)	(22,673)	(7,371)	(77,080)
Charges for the period	(3,248)	(96)	(528)	(3,872)
Foreign exchange movement	642	-	-	642
As at December 31, 2023	(49,642)	(22,769)	(7,899)	(80,310)
Carrying amount
As at December 31, 2023	11,406	928	3,249	15,583

Depreciation expense included in General and Administration in the Consolidated Statements of Loss

	Years ended December 31,
	2024	2023
	$	$
General and administration	1,040	1,370
General exploration	1,977	2,502
Total	3,017	3,872

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Pecoy Mineral Property

On August 28, 2013, the Company signed an agreement to earn an interest in Pecoy Sociedad Minera S.A.C. (“PSM”), a company which owns a 100% interest in the Pecoy mineral property located in Peru (the “Pecoy Agreement”).

In February 2017, the Company met its obligations under the agreement and exercised its option to acquire a 51% interest in PSM (the “First Option”) by completing cash payments totaling US$4,000,000, completing a minimum of 30,000 metres of drilling and incurring minimum of US$12,000,000 in exploration expenditures. In addition, the Company provided notice under the agreement of its intention to earn an additional 29% interest in PSM, which would bring the Company’s total interest in PSM to 80% (the “Second Option”).

On February 28, 2020, the Company provided notice to the other shareholders of PSM that it would not continue to earn the Second Option and would remain at its 51% interest in PSM. Under the agreement, if the Company provides notification to not continue to earn the Second Option, the other two shareholders of PSM have 4 months to decide whether to exercise their clawback right. Under the clawback right, one or both of the other shareholders may acquire the Company’s 51% interest in PSM by making a payment to the Company of US$34,500,000. If the clawback right is not exercised, then PSM is owned 51% by the Company and 49% by the other two shareholders and all shareholders start funding their respective shares of the PSM costs. As at December 31, 2021, the Company has received notification from one of the other two shareholders that they have waived their clawback right (See Note 18).

On March 25, 2021, the Company purchased 25% of the outstanding shares of PSM from a third party, bringing its interest to 76%. Under the terms of the agreement, the Company paid $944,062 (USD$750,000) in cash and may make two contingent future payments as follows:

a. Based on the prevailing copper price and completion of a feasibility study, a cash payment ranging from USD$1,000,000 to USD$3,000,000; and,
b. Based on the prevailing copper price and commencement of commercial production, payment ranging from USD$3,000,000 to USD$8,000,000.

The difference between the fair value of consideration paid of $944,062 and the amount of the resulting adjustment to the book value of Non-controlling interest was recognized as equity (see Note 13).

On March 30, 2021, the shareholders of PSM approved a dilution of the minority shareholder’s interest due the failure of the minority shareholder to fund his share of PSM operating costs from September 1, 2020 to December 31, 2020. As a result of the dilution, the Company’s interest in PSM increased from 76% to 76.385%.

Mineral Properties

As of December 31, 2024, the Company held interests in the Pecoy and Tororume projects in Peru.

Note 20 of these consolidated financial statements summarizes the amounts capitalized to the Company’s mineral properties.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Mineral Properties (continued)

Hurricane East

In March 2021, the Company staked certain claims at the Hurricane East project in Peru.

On April 28, 2021, the Company entered into a share purchase option agreement with Tier One Silver Inc. (“Tier One”) whereby Tier One has an option to acquire a 90% interest in Compañía Minera Tororume S.A.C., a wholly-owned subsidiary of Pembrook that owns the Hurricane East claims, by making option payments totalling USD$4,680,000 and incurring exploration expenditures totalling USD$10,750,000 within a five year period commencing on the date that access to the Hurricane East claims is secured. Upon completion of earning the 90% interest, Tier One will have the option to acquire the remaining 10% interest by making an option payment of USD$10,000,000. All option payments may be made in cash or shares in Tier One or a combination thereof, at the option of Tier One.

On October 31, 2022, the Company entered into an agreement with Tier One to extend the Access Date by 12 months in exchange for a USD$75,000 cash advance on the USD$250,000 option payment due on the first anniversary date of the Access Date.

On October 18, 2023, Tier One terminated the share purchase option agreement and returned the Hurricane East property to the Company. During the year ended of December 31, 2024, the Company wrote off $7,115 for the Hurricane East project.

Tororume

On May 28, 2021, the Company entered into an option agreement with a mining company (“MineCo”), whereby MineCo has a first option to earn a 50% interest in the Tororume claims by spending $5,000,000 (of which $2,000,000 is committed and must be spent within the first two years), followed by a second option to earn an additional 26% interest by spending an additional $25 million within the next three years. On March 18, 2024, the optionor, MineCo, decided to terminate the option agreement and not proceed with the second option.

Trade and Other Payables

The Company records accounts payable and accrued liabilities that arise in the normal course of business, in relation to its exploration and evaluation, and other activities. More specifically, the Company makes accruals for annual validity and penalty fees in the period to which they relate. Despite Peruvian rules allowing companies to defer payment of these fees, the Company does not have a practical ability to avoid such payments as such avoidance would result in the loss of its mineral properties.

As at December 31, 2024, the Company has accrued a provision for 2024 validity fees and production penalty fees for not completing sufficient work in 2024. The provision totals $749,227 (2023 - $403,144) which is payable by June 30, 2025 (2023 - June 30, 2024).

Pembrook Copper Corp.

Notes to the Consolidated Financial Statements

All amounts in Canadian dollars

7. Convertible Notes

During the year ended December 31, 2023, $950,000 of convertible notes maturing on June 30, 2023 and $1,752,000 of convertible notes maturing on February 28, 2024 were issued, respectively. These notes are convertible at 1 common share per $0.40, bearing interest at a rate of 10% per annum.

On February 27, 2023, the MineCo of $5.0 million secured convertible note originally maturing on February 28, 2023, signed an amending agreement to extend the maturity to March 31, 2023, and to allow conversion rights upon a sale transaction. On March 31, 2023, the maturity date was extended again to February 28, 2024. Accrued interest of $1,040,354 was added to the principal, bringing the restated balance to $6,040,354. These modifications were accounted for under IFRS 9 as debt modifications, resulting in a gain of $108,595 recognized in the consolidated statement of loss and comprehensive loss for the year ended December 31, 2023.

On February 28, 2023, holders of convertible notes $4,790,000 maturing on the same date signed similar amending agreements to extend maturity to February 28, 2024, and agreed to exercise conversion rights upon a sale transaction. The gain on modification for these notes was $109,568 recognized in the consolidated statement of loss and comprehensive loss for the year ended December 31, 2023.

On May 24, 2023, the Company made an interest payment of $51,988 to one of the note holders.

On June 30, 2023, the $1,450,000 convertible notes that matured on that date were amended and extend maturity to February 28, 2024, and granting conversion rights upon a sale. The resulting gain on modification was $22,550 recognized in the consolidated statement of loss and comprehensive loss for the year ended December 31, 2023.

On February 28, 2024, all holders of notes maturing that day agreed to extend their maturity to December 31, 2024, under similar terms. A gain on modification of $263,034 was recognized in the consolidated statement of loss and comprehensive loss for the year ended December 31, 2024.

During the year ended December 31, 2024, the Company issued convertible notes of $275,286 and $274,750 on June 11 and June 17, 2024, respectively. These notes bear 10% interest, are convertible at $0.40 per share, and mature on December 31, 2024.

On December 31, 2024, all holders of convertible notes maturing that day signed amending agreements to further extend maturity to June 30, 2025. This modification resulted in a gain of $175,565, which was recognized in the consolidated statement of loss and comprehensive loss for the year ended December 31, 2024.

All convertible notes accrue interest annually and are not compounded in advance. The notes, along with accrued interest, are convertible into common shares at the holder’s option upon the completion of a sale of the Company.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Convertible Notes (continued)

At December 31, 2024, the debt portion (using discount rates of 12.50% and 13.25%) and equity portion of the convertible notes were $14,406,819 (2023 - $12,945,350) and $481,982 (2023 - $476,519) respectively.

	As at December 31,
	2024	2023
	$	$
Balance, beginning of year	13,989,704	10,261,431
Modification of convertible notes	(438,599)	(240,713)
Convertible notes issued- debt portion	542,553	2,667,409
Accretion expenses	313,161	313,211
Convertible notes interest reclassified to convertible notes	-	1,040,354
Convertible notes interest repayment	-	(51,988)
Balance, end of year	14,406,819	13,989,704
Less: current portion of convertible notes	14,406,819	13,989,704
Non-current portion of convertible notes	-	-

Loans

In May 2020, the Company applied for, and received, a $40,000 loan guaranteed by the Government of Canada under a COVID-19 relief program. The loan is interest-free and $10,000 would be forgiven if $30,000 was repaid by December 31, 2022. The $40,000 loan has been recognized using a discount rate of 10%. In 2022, the Canadian government announced that it would extend the repayment date from December 31, 2022 to December 31, 2023 for qualified debtors, thereby extending the Company's repayment date. Being recognized as a loan holder in good standing that satisfied the CEBA eligibility criteria, the Company is eligible to settle the loan by January 18, 2024. On January 17, 2024, the Company repaid the $30,000 CEBA loan.

Share Capital

(a) Authorized and Issued

Unlimited number of common shares without par value authorized

(b) Stock option plan

Under the Company's Stock Option Plan (the "Plan"), a maximum of 10% of the Company's issued and outstanding common shares (or 14,941,019 shares as at December 31, 2024) can be issued. A total of 3,272,500 options to purchase common shares are currently outstanding under the Plan.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Share Capital (continued)

(b) Stock option plan (continued)

In addition, the number of shares which may be reserved for issuance to any one individual may not exceed 10% of the issued shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant.

A summary of the Company's outstanding stock options is as follows:

		Number of options	Weighted average exercise price
Balance, December 31, 2022, 2023,2024		3,272,500	$ 0.92
Options exercisable at December 31, 2024 and 2023		3,100,000	$ 0.90
Exercise price	Number of options outstanding	Weighted average remaining life of outstanding options	Number of options exercisable
---	---	---	---
$		(years)
0.40	1,260,000	6.0	1,260,000
1.25	2,012,500	3.2	1,840,000
	3,272,500	4.3	3,100,000

During the years ended December 31, 2024 and 2023, no stock options were granted.

(d) Share-based payments

The fair value of option grants are estimated on the date of grant using the Black-Scholes option pricing model. Changes in the input assumptions used in the Black-Scholes option pricing model can materially affect the fair value estimate.

Option pricing models require the input of highly subjective assumptions, including expected price volatility. As Pembrook is a privately-owned company, no observable market exists for its shares or options, and management estimates the price volatility of Pembrook options using the average volatility of five similar mineral exploration company stocks listed on the TSX and the TSX Venture Exchange. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options' life.

(e) Loss per share

In periods where the Company has incurred a loss, exercise or contingent issue of securities has not been included in the calculation of diluted loss per share as increasing the number of shares outstanding would be anti-dilutive.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

10. Related Party Transactions

Consolidated Statements of Financial Position

The following amounts were included in note payable:

	December 31, 2024	December 31, 2023
	$	$
Due to a company controlled by a director	64,815	57,182
Due to directors	346,973	-
Due to spouse of a director	141,593	-
	553,381	57,182

On November 21, 2022, a Company controlled by a director provided a $55,000 loan to the Company bearing interest at a rate of 8.0% per annum, compounded annually and maturing on May 20, 2023. On May 20, 2023, the $57,182 loan is extended to February 28, 2024 bearing interest at a rate of 8.0% per annum, compounded annually. On December 31, 2024, the loan of $64,815 loan is extended to June 30, 2025 bearing interest at a rate of 8% per annum compounded annually. No other fees or charges applied to the loan.

On July 26 and October 9, 2024, a spouse of a director of the Company provided loans of $90,000 and $46,600 to the Company bearing interest at a rate of 10.0% per annum, compounded annually, and maturing on December 31, 2024. On December 31, 2024, the loans were extended to June 30, 2025. No additional fees or charges applied to the loan.

On September 10, 2024 and October 22, 2024, a director of the Company provided loan of $20,000 and $21,000 to the Company bearing interest at a rate of 10.0% per annum, compounded annually and maturing on December 31, 2024. On December 31, 2024, the loans are extended to June 30, 2025. No other fees or charges applied to the loans.

On October 2, 2024 and November 8, 2024, a director of the Company provided loan of $50,000 and $250,000 to the Company bearing interest at a rate of 10.0% per annum, compounded annually and maturing on December 31, 2024. On December 31, 2024, the loans are extended to June 30, 2025. No other fees or charges applied to the loans.

During the year ended December 31, 2023, $850,000 and $1,700,000 convertible notes were issued to a Company controlled by a director. The convertible notes are convertible at 1 common share per $0.40, bearing interest at a rate of 10% per annum and maturing on June 30, 2023 and February 28, 2024, respectively. On June 30, 2023, the holder of $850,000 convertible notes that matured on June 30, 2023 signed an amending agreement whereby it agreed to exercise its conversion rights upon a sale transaction and to extend the maturity date of its notes to February 28, 2024, which was subsequently extended to December 31, 2024 and June 30, 2025. On February 28, 2024, the holder of $1,700,000 convertible notes maturing on February 28, 2024 signed an amending agreement agreeing to exercise its conversion rights upon a sale transaction and to extend the maturity date of the notes to December 31, 2024, which was subsequently further extended to June 30, 2025.

On June 11, 2024 and June 17, 2024, $275,286 and $274,750 convertible notes were issued to a director, respectively. The convertible notes are convertible at 1 common share per $0.40, bearing interest at a rate of 10% per annum and maturing on December 31, 2024. On December 31, 2024, the holder of convertible notes that matured on December 31, 2024 signed an amending

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Related Party Transactions (continued)

agreement whereby it agreed to exercise its conversion rights upon a sale transaction and to extend the maturity date of its notes to June 30, 2025.

During the year ended December 31, 2023, $100,000 and $52,000 convertible notes were issued to a spouse of a director of the Company. The convertible notes are convertible at 1 common share per $0.40, bearing interest at a rate of 10% per annum and maturing on June 30, 2023 and February 28, 2024, respectively. On June 30, 2023, the holder of $100,000 convertible note that matured on June 30, 2023 signed an amending agreement whereby she agreed to exercise her conversion rights upon a sale transaction and to extend the maturity date of her notes to February 28, 2024, which was subsequently extended to December 31, 2024 and June 30, 2025. On February 28, 2024, the holder of $52,000 convertible note maturing on February 28, 2024 signed an amending agreement agreeing to exercise its conversion rights upon a sale transaction and to extend the maturity date of the notes to December 31, 2024, which was subsequently further extended to June 30, 2025.

The following amounts were included in convertible notes:

	December 31, 2024	December 31, 2023
	$	$
Due to directors of the Company	7,003,700	6,529,841
Due to the spouse of a director of the Company	830,341	839,193

The following amounts were included in the equity portion of convertible notes:

	December 31, 2024	December 31, 2023
	$	$
Due to directors of the Company	221,735	214,252
Due to the spouse of a director of the Company	38,961	38,961

Compensation of Key Management Personnel

	Years ended December 31,
	2024	2023
Short-term employee benefits	-	24,726

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Income Taxes

For the year ended December 31, 2024, the Company realized deferred income tax expense of $144,273(2023 – deferred income tax recovery of $161,549) relating to the origination of reversal of temporary differences.

The composition of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023 is as follows:

	As at December 31,
	2024	2023
	$	$
Deferred income tax assets
Non-capital losses	1,695,296	1,551,615
Deferred income tax assets, total	1,695,296	1,551,615
Deferred income tax liabilities
Mineral properties	(2,633,512)	(2,343,610)
Property and equipment	(791)	(719)
Deferred income tax liabilities, total	(2,634,303)	(2,344,329)
Deferred income tax assets and liabilities, net	(939,007)	(792,714)

As at December 31, 2024, no deferred tax assets are recognized as it is not probable that sufficient future taxable profit will be available to realize such assets:

	2024	2023
	$	$
Property and equipment	1,931	1,550
Mineral properties	519,954	519,954
Losses	11,522,210	10,688,936
Other	1,802,783	1,767,192
Total unrecognized deferred income tax assets	13,846,878	12,977,632

The deductible temporary differences, unused tax losses, and unused tax credits giving rise to the unrecognized deferred tax assets are attributable to the following:

	2024	2023
	$	$
Tax loss carry-forwards	40,555,868	38,780,956
Capital losses	12,472,156	12,472,156
Excess tax value of mineral property over book value	1,925,755	1,925,755
Property and equipment	7,143	5,733
Other unrecognized deductible temporary differences	1,604,838	299,739
Total	56,565,760	53,484,339

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Income Taxes (continued)

The future expiration of unrecognized tax losses at December 31, 2024 are as follows:

Operating losses for tax purposes	Canada	Peru	Total
Expire in:	$	$	$
2025	31,167	-	31,167
2026	770,063	-	770,063
2027	666,544	-	666,544
2028	1,601,504	-	1,601,504
2029	1,773,208	-	1,773,208
2030	2,926,421	-	2,926,421
2031	1,821,395	-	1,821,395
2032	3,060,098	-	3,060,098
2033	2,100,918	-	2,100,918
2034	2,082,735	-	2,082,735
2035	1,620,630	-	1,620,630
2036	1,798,869	-	1,798,869
2037	1,429,531	-	1,429,531
2038	1,146,229	-	1,146,229
2039	760,839	-	760,839
2040	1,077,686	-	1,077,686
2041	1,985,443	-	1,985,443
2042	1,547,679	-	1,547,679
2043	1,747,020	-	1,747,020
2044	1,457,342	-	1,457,342
No expiry	-	16,061,251	16,061,251
	31,405,321	16,061,251	47,466,572

The provision for income taxes differs from the amount calculated using the Canadian federal and provincial statutory income tax rates of 27% (2023–27.0%) as follows:

	As at December 31,
	2024	2023
	$	$
Expected tax expense (recovery)	(673,113)	(721,574)
Non-deductible items	(9,980)	(21,924)
Foreign exchange	(4,078)	(124,971)
Higher effective tax rates in foreign jurisdictions	(23,074)	(18,018)
Other	(14,729)	21,542
Deferred income tax assets not recognized	869,247	703,396
	144,273	(161,549)

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

12. Commitments

The table below summarizes the Company’s commitments due within one year as of December 31, 2024 and 2023:

Years ended December 31,
	2024	2023
	$	$
Note payable (Note 10)	553,381	57,182
Loan (Note 8)	-	40,000
	553,381	97,182

The table does not include cash payments or exploration expenditures required to maintain property option agreements in good standing with vendors, as those payments and expenditures are conditional on the Company electing to continue with the individual option agreements. If the Company chooses to terminate an option agreement, no further payments or exploration expenditures are required and related capitalized costs are written off.

This table does not include obligations pursuant to convertible notes described in Note 7.

13. Non-controlling Interest

On June 30, 2021, the Company sold its 100%-owned subsidiary, Pembrook Copper S.A.C. (“Pemco”) to its 76.385% owned subsidiary, PSM, thereby effectively disposing of a 23.615% interest in Pemco. As a result of this transaction, the Company recognized an addition to non-controlling interest of $69,627.

	$
Balance, December 31, 2022	558,374
Share of net gain, year ended December 31, 2023	3,228
Share of foreign currency translation loss in other comprehensive loss year ended December 31, 2023	(13,250)
Balance, December 31, 2023	548,352
Share of net loss, year ended December 31, 2024	(31,772)
Share of foreign currency translation income in other comprehensive loss year ended December 31, 2024	47,625
Balance, December 31, 2024	564,205

At December 31, 2024, the non-controlling interest in PSM was 23.615% (2023 – 23.615%).

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

14. Supplemental Cash Flow Information

	December 31, 2024	December 31, 2023
	$	$
Composition of cash and cash equivalents:
Cash	17,306	347,989
Guaranteed investment certificates	11,500	11,500
	28,806	359,489
	December 31, 2024	December 31, 2023
	$	$
Non-cash investing transactions:
Mineral property costs included in trade and other payables	790,575	426,470

15. Financial Instruments

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value as described as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

Fair values are determined directly by reference to published price quotation in an active market, when available. Investments in equity instruments that do not have an active quoted market price are measured at cost.

The following table summarizes the Company’s financial instruments:

Classifications	December 31, 2024		December 31, 2023
	Carrying amount	Fair value	Carrying amount	Fair value	Level
	$	$	$	$
Financial Assets
Amortized Cost
Cash and cash equivalents	28,806	28,806	359,489	359,489	n/a
Other receivables	275,817	275,817	258,054	258,054	n/a
	304,623	304,623	617,543	617,543
Financial Liabilities
Amortized Cost
Trade and other payables	1,490,051	1,490,051	688,252	688,252	n/a
Interest Payable	3,565,085	3,565,085	2,162,650	2,162,650	n/a
Convertible Notes	14,406,819	14,406,819	13,989,704	13,989,704	n/a
Loan	-	-	40,000	40,000	n/a
Note payable	553,381	553,381	57,182	57,182	n/a
	20,015,336	20,015,336	16,937,788	16,937,788

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

15. Financial Instruments (continued)

The Company’s policy for determining when a transfer occurs between levels in the fair value hierarchy is to assess the impact at the date of the event or the change in circumstances that could result in a transfer. There were no transfers between levels during the years ended December 31, 2024 and 2023.

The fair values of the Company’s cash and cash equivalents, other receivables, trade and other payables, interest payable, convertible notes, loan and note payable approximate their carrying values due to their short-term nature. The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk and market risk with respect to currency risk and interest risk.

a) Currency risk

The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. The Company operates in Peru where its functional currency is the US Dollar. The functional currency of the corporate headquarters is the Canadian dollar.

As many expenses in Peru are incurred in US Dollars with smaller exposure to Peruvian soles, a significant change in the currency exchange rates between the Canadian Dollar and these currencies could have a material effect on the Company’s financial performance, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations. The Company does, from time to time, convert Canadian Dollars to US Dollars in anticipation of upcoming cash needs in Peru.

As of December 31, 2024 and 2023, the Company is exposed to currency risk through the following foreign currency denominated assets and liabilities:

Amounts in Canadian dollar equivalents

	Years ended December 31,
	2024	2023
	$	$
Cash and cash equivalents	7,121	327,537
Trade and other receivable	274,074	248,029
Trade and other payables	(545,637)	(174,227)

Assuming that all other variables remain constant, a 1% depreciation or appreciation of the Canadian Dollar against US Dollar would result in an increase/decrease in the total value of the financial instruments of approximately $2,600 as of December 31, 2024, and $4,000 as of December 31, 2023.

b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s maximum exposure to credit risk, defined as the sum of its cash and cash equivalents and other receivables is $304,623 (2023 - $617,543). As at December 31, 2024, the Company had $28,806 (2023 - $359,489) in cash and cash equivalents. The Company’s cash and cash equivalents is invested in highly liquid short-term interest-bearing investments and in savings accounts

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

15. Financial Instruments (continued)

b) Credit risk (continued)

with major Canadian financial institutions, which are rated among the strongest financial institutions in the world.

c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity risk through a planning, budgeting and cash forecasting process through which future cash needs are planned and anticipated. The Company’s goal is to ensure that cash balances are sufficient to cover in excess of one year of expenditures. The Company raised $1,027,636 through loans and issuance of convertible notes during the year ended December 31, 2024. The Company raised $2,702,000 through issuance of convertible notes during the year ended December 31, 2023.

Cash and cash equivalents and working capital (deficiency) total $28,806 and ($19,698,839) respectively at December 31, 2024 (2023 - $359,489 and $(16,297,707)).

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the Company’s significant liabilities and corresponding maturities.

At December 31, 2024

	Total	< 1 year
	$	$
Trade and other payables	1,490,051	1,490,051
Interest payable	3,565,085	3,565,085
Note payable	553,381	553,381
Convertible notes	14,582,390	14,582,390
At December 31, 2023
	Total	< 1 year
	$	$
Trade and other payables	688,252	688,252
Interest payable	2,162,650	2,162,650
Loan and note payable	97,182	97,182
Convertible notes	14,032,354	14,032,354

16. Management of Capital

The capital structure of the Company consists of equity attributable to common shareholders, comprising issued capital, share-based payments reserve, contributed surplus, deficit and foreign currency translation reserve. The Company’s objectives are to pursue the advancement of its mineral properties. In order to do so, it endeavours to safeguard its ability to continue as a going concern, while maintaining a flexible capital structure. As the Company has no cash inflow from operations, the Company may attempt to issue new shares, pursue option agreements and/or joint ventures on properties, or sell assets in order to raise funds in the future. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including capital deployment, results from the exploration of its properties and general industry conditions.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

Management of Capital (continued)

The Company’s current investment practice is to invest its cash surplus in savings accounts with major Canadian financial institutions and in highly liquid short-term interest-bearing investments, generally with maturities of 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations. There were no changes in the Company’s approach to capital management during 2024 and 2023.

Segmented Information

The Company’s operations involve the acquisition, exploration, and advancement of mineral resource properties. The Company has determined that it has two operating segments being Canada where its head office is located and Peru where its operations are located. The Company’s reportable operating segments are as follows:

December 31, 2024	Canada	Peru	Total
	$	$	$
Property and equipment	5,858	5,871	11,729
Mineral properties	-	40,319,086	40,319,086
Total assets	29,159	40,618,153	40,647,312
Total liabilities	18,722,598	2,231,745	20,954,343
December 31, 2023	Canada	Peru	Total
	$	$	$
Property and equipment	9,167	6,416	15,583
Mineral properties	-	38,217,870	38,217,870
Total assets	368,369	38,505,165	38,873,534
Total liabilities	16,360,348	1,370,154	17,730,502
	Canada	Peru	Total
---	---	---	---
Year ended December 31, 2024
Depreciation	1,977	1,040	3,017
Write-down of mineral property cost	7,115	-	7,115
Gain on modification of convertible notes	(438,599)	-	(438,599)
Net loss	1,568,037	1,069,247	2,637,284
Attributed to:
Equity holders of the Company	1,568,037	1,037,475	2,605,512
Non-controlling interest	-	31,772	31,772
Net Loss	1,568,037	1,069,247	2,637,284

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
All amounts in Canadian dollars

17. Segmented Information (continued)

| | Canada
$ | Peru
$ | Total
$ |
| --- | --- | --- | --- |
| Year ended December 31, 2023 | | | |
| Depreciation | 2,502 | 1,370 | 3,872 |
| Gain on modification of convertible notes | (240,713) | - | (240,713) |
| Net loss | 1,944,752 | 566,195 | 2,510,947 |
| Attributed to: | | | |
| Equity holders of the Company | 1,944,752 | 569,423 | 2,514,175 |
| Non-controlling interest | - | (3,228) | (3,228) |
| Net Loss | 1,944,752 | 566,195 | 2,510,947 |

18. Contingent Liabilities

On February 28, 2019, the Company provided notice to the other two shareholders of PSM that it would not continue to earn the Second Option and would remain at its 51% interest in PSM. Under the Pecoy Agreement, if the Company provides notification that it will not be continuing to earn the Second Option, the other two shareholders of PSM have 4 months to decide whether to exercise a clawback right. The clawback right is the right for one or both of the minority shareholders to acquire the Company's 51% interest in PSM by making a cash payment calculated as the total of all cash payments made plus two times the total exploration expenditures made under the Pecoy Agreement. One of the minority shareholders ("UMHL") waived their clawback right and the clawback right of the other minority shareholder ("CMCV") expired. As CMCV has represented that his clawback right has not expired, the Company filed an arbitration claim against CMCV on March 5, 2021 to obtain a ruling declaring the clawback right of CMCV to have expired (the "Clawback Arbitration"). Although the outcome of the arbitration process cannot be predicted, the Company is confident that all of the procedures to execute the clawback right were correctly followed with the result that CMCV's clawback right has expired. The arbitration panel members have been determined and initial filings have been made. As the amount of any settlement cannot be measured reliably and the likelihood of the outcome cannot be measured, no amount has been recognized as a liability in the consolidated financial statements for the year ended December 31, 2024.

From May 1, 2017 to March 25, 2021, there were three shareholders of PSM, the Company (owning 51%), CMCV (owning 24%) and UMHL (owning 25%). On March 25, 2021, the Company completed the purchase of UMHL's 25% interest in PSM bringing the Company's interest in PSM to 76% and with the result that PSM went from having three shareholders to two shareholders, being the Company and CMCV. On April 23, 2021, CMCV filed an arbitration claim against PSM to obtain a ruling to nullify the sale of the 25% interest in PSM to the Company by UMHL on the basis the procedures followed to effect the sale were not valid (the "25% Sale Arbitration"). Although the outcome of the arbitration process cannot be predicted, the Company and UMHL are both confident that all of the procedures to execute the purchase and sale of the 25% interest in PSM were correctly followed with the result that the sale will be determined to valid and binding by the arbitration process. As the amount of any settlement cannot be measured reliably and the likelihood of the outcome cannot be measured, no amount has been recognized as a liability in the consolidated financial statements for the year ended December 31, 2024.

Pembrook Copper Corp.

Notes to the Consolidated Financial Statements

All amounts in Canadian dollars

18. Contingent Liabilities (continued)

At a PSM shareholders meeting held on March 30, 2021, a shareholders’ resolution was passed to dilute CMCV’s shareholding in PSM as a result of his failure to fund his share of PSM operating costs for the September 1, 2020 to December 31, 2020 period under the Pecoy Agreement. As a result, the Company’s interest in PSM increased from 76% to 76.385% and CMCV’s interest decreased from 24% to 23.615%. On April 30, 2021, the Company received notice that CMCV filed an arbitration claim against PSM to obtain a ruling that the procedures carried out at the PSM March 30, 2021 shareholder meeting to dilute CMCV for failure to fund his share of PSM costs, pursuant to the Pecoy Agreement, were not valid (the “Dilution Arbitration”). The matter remains to be resolved by arbitration in Peru. However, the Company is confident that the procedures to effect the dilution were followed properly and there is no merit to this arbitration claim. As the amount of any settlement cannot be measured reliably and the likelihood of the outcome cannot be measured, no amount has been recognized as a liability in the consolidated financial statements for the year ended December 31, 2024.

All parties involved in the Clawback Arbitration and the 25% Sale Arbitration have jointly requested a one-year postponement of the Arbitration Tribunal hearing until September 30, 2024. The Arbitration court approved this request for suspension in November 2023 and January 2024. The next step in this case is scheduling a Hearing for which a date needs to be determined.

On September 14, 2023, the Company filed a Statement of Defense in the Dilution Arbitration. In October 2023, the Arbitration Court granted a suspension of arbitration proceedings until September 30, 2024. The subsequent phase involves scheduling a hearing, with the specific date yet to be determined.

19. Subsequent Events

On February 18, 2025, a director provided a $300,000 loan to the Company bearing interest at a rate of 10.0% per annum, compounded annually and maturing on June 30, 2025.

On February 20, 2025, the Company signed a LOI for a reverse take over transaction to create a new copper development company.

On February 28, 2025, the Company filed for the suspension of three arbitrations proceeding until August 31, 2025, and is awaiting approval from the arbitration court for this request.

Pembrook Copper Corp.
Notes to the Consolidated Financial Statements
December 31, 2024

Note 20 - Mineral Properties

	Peru
	Tororume	Pecoy	Hurricane East	Total Peru
Balance, December 31, 2023	$	$	$	$
	8,412,899	29,794,837	10,134	38,217,870
Acquisition and mineral licenses	596,157	145,572	-	741,729
Camp costs, supplies and other	166,780	139,409	(1,690)	304,499
Geological consulting fees and salaries	137,054	97,273	-	234,327
Transportation	86,066	60,241	-	146,307
Recovery of costs under option agreement	(542,527)	-	-	(542,527)
Total	8,856,429	30,237,332	8,444	39,102,205
Write-offs	-	-	(7,115)	(7,115)
Foreign exchange movement	1,014,543	210,782	(1,329)	1,223,996
Balance, December 31, 2024	9,870,972	30,448,114	-	40,319,086
	Peru
---	---	---	---	---
	Tororume	Pecoy	Hurricane East	Total Peru
Balance, December 31, 2022	$	$	$	$
	8,000,790	29,087,416	-	37,088,206
Acquisition and mineral licenses	626,269	280,226	4,043	910,538
Assays and sample storage	42,994	-	-	42,994
Camp costs, supplies and other	190,983	235,435	5,590	432,008
Geological consulting fees and salaries	241,698	174,077	1,381	417,156
Drilling	662,036	-	-	662,036
Transportation	63,805	64,281	161	128,247
Recovery of costs under option agreement	(1,164,574)	-	-	(1,164,574)
Total	8,664,001	29,841,435	11,175	38,516,611
Foreign exchange movement	(251,102)	(46,598)	(1,041)	(298,741)
Balance, December 31, 2023	8,412,899	29,794,837	10,134	38,217,870

SCHEDULE D
TO THE ACQUISITION AGREEMENT

Pembrook Claims, Tororume Claims and Rosita Claims

D1 – Pembrook Claims

MINING RIGHT	CODIGOU	DATE	TITLE HOLDER	HA	DISTRI	PROVI	DEPA
BARRENO-1	01005031X01	1983-02-11	PECOY SOCIEDAD MINERA S.A.C.	999	YANAQUIHUA	CONDESUYOS	AREQUIPA
BARRENO-2	01005032X01	1983-02-11	PECOY SOCIEDAD MINERA S.A.C.	999	YANAQUIHUA	CONDESUYOS	AREQUIPA
GLORIA TRES	10139202	2002-08-29	PECOY SOCIEDAD MINERA S.A.C.	1000	YANAQUIHUA	CONDESUYOS	AREQUIPA
GLORIA UNO	10094202	2002-06-04	PECOY SOCIEDAD MINERA S.A.C.	998	YANAQUIHUA	CONDESUYOS	AREQUIPA
LA YESERA 1	10034713	2013-01-02	PECOY SOCIEDAD MINERA S.A.C.	997	YANAQUIHUA	CONDESUYOS	AREQUIPA
LA YESERA 11	10253715	2015-06-01	PECOY SOCIEDAD MINERA S.A.C.	700	YANAQUIHUA	CONDESUYOS	AREQUIPA

D2 – Rosita Claims

					Available a (has.)
1	JIMENA N° 5	01005047X0	In	Yanaquihua, Condesuyos,	872.6370
2	CORISA 9501	010680395	In	Yanaquihua, Condesuyos,	0.1131
3	CORISA 9503	010676695	In	Yanaquihua, Condesuyos,	18.0216
4	JIMENA N° 1	01005043X0	In	Yanaquihua, Condesuyos,	780.4619
5	JIMENA N° 2	01005044X0	In	Yanaquihua, Condesuyos,	480.3978
6	JIMENA N° 4	01005046X0	In	Yanaquihua, Condesuyos,	581.7043
7	JIMENA N° 6	01005048X0	In	Yanaquihua, Condesuyos,	920.2378
8	JIMENA N° 14	01005056X0	In	Yanaquihua, Condesuyos,	125.5607
9	JIMENA N° 2-A	0105044AX0	In	Yanaquihua, Condesuyos,	10.9784
10	JIMENA N° 3-A	0105045AX0	In	Yanaquihua, Condesuyos,	161.7406
Total					3,951.8532

					ilable a (has.)
1	JIMENA N°2-B	015044ABX 01	In force	Yanaquihua, Condesuyos, Arequipa	7.4940
2	JIMENA N° 3-B	0105045BX 01	In force	Yanaquihua, Condesuyos, Arequipa	162.0437
3	JIMENA N° 15-A	0105057AX 01	In force	Yanaquihua, Condesuyos, Arequipa	160.6847
Total					330.2224

D3 – Tororume Claims

ID	MINING RIGHT	CODIGOU	DATE	TITLE HOLDER	HA	DISTRI	PROVI	DEPA
1	CLAUDIA DE CHICHAS	10127401	5-Dec-01	TORION MINING S.A.C	600	CHICHAS	CONDESUYOS	AREQUIPA
2	GLORIA DOS	10094302	04-Jun-02	TORION MINING S.A.C	997	CHAS / YANAQUI	CONDESUYOS	AREQUIPA
3	ANTONIETA TRES	10121503	26-Mar-03	TORION MINING S.A.C	700	CHICHAS	CONDESUYOS	AREQUIPA
4	ANTONIETA CUATRO	10121603	26-Mar-03	TORION MINING S.A.C	600	CHAS / YANAQUI	CONDESUYOS	AREQUIPA
5	ANTONIETA CINCO	10121703	26-Mar-03	TORION MINING S.A.C	200	CHICHAS	CONDESUYOS	AREQUIPA
6	ANTONIETA SIETE	10358704	16-Nov-04	TORION MINING S.A.C	500	CHICHAS	CONDESUYOS	AREQUIPA
7	GLORIA CINCO	10358904	16-Nov-04	TORION MINING S.A.C	800	CHAS / YANAQUI	CONDESUYOS	AREQUIPA
8	ANTONIETA DIEZ	10113809	22-Apr-09	TORION MINING S.A.C	1000	CHAS / YANAQUI	CONDESUYOS	AREQUIPA
9	ANTONIETA NUEVE	10113909	22-Apr-09	TORION MINING S.A.C	1000	CHICHAS	CONDESUYOS	AREQUIPA
10	BUENAVISTA 2	10405712	22-Nov-12	TORION MINING S.A.C	1000	CHICHAS	CONDESUYOS	AREQUIPA
11	BUENAVISTA 1	10405612	22-Nov-12	TORION MINING S.A.C	1000	CHICHAS	CONDESUYOS	AREQUIPA
12	BUENAVISTA 3	10405812	22-Nov-12	TORION MINING S.A.C	400	CHICHAS	CONDESUYOS	AREQUIPA
13	AHUINAY	10246915	29-May-15	TORION MINING S.A.C	900	YANAQUIHUA	CONDESUYOS	AREQUIPA
14	TORION 4	10120822	03-May-22	TORION MINING S.A.C	400	CHAS / YANAQUI	CONDESUYOS	AREQUIPA
15	TORION 5	10120722	03-May-22	TORION MINING S.A.C	400	CHAS / YANAQUI	CONDESUYOS	AREQUIPA
16	TORION 6	10120622	03-May-22	TORION MINING S.A.C	300	CHAS / YANAQUI	CONDESUYOS	AREQUIPA
17	TORION 7	10120522	03-May-22	TORION MINING S.A.C	300	CHICHAS	CONDESUYOS	AREQUIPA
18	TORION 8	10120422	03-May-22	TORION MINING S.A.C	100	CHICHAS	CONDESUYOS	AREQUIPA
19	TORION 9	10120322	03-May-22	TORION MINING S.A.C	400	CHAS / YANAQUI	CONDESUYOS	AREQUIPA
20	TORION 10	10120222	03-May-22	TORION MINING S.A.C	400	YANAQUIHUA	CONDESUYOS	AREQUIPA
21	TORION 11	10120122	03-May-22	TORION MINING S.A.C	100	YANAQUIHUA	CONDESUYOS	AREQUIPA
22	TORION 14	10280522	02-Nov-22	TORION MINING S.A.C	100	CHICHAS	CONDESUYOS	AREQUIPA

Note: In blue, auction areas.

1374-4821-0711, v. 3

SCHEDULE E
TO THE ACQUISITION AGREEMENT

Pembrook Convertible Securities

Schedule E1 – Pembrook Options

Pembrook Copper Corp.
Total Stock Options
April 30, 2025

Name	Issue Date	Expiry date	Strike Price	Current Awards
Hashimoto, April	2018/02/07	2025/06/30	$1.25	115,000.00
Hashimoto, April	2020/12/01	2030/11/30	$0.40	400,000.00
Hashimoto, April	2021/08/25	2031/08/24	$0.40	200,000.00
				715,000.00

Petersen, Richard	2020/12/01	2030/11/30	$0.40	150,000.00
				150,000.00

Moon, Alan	2020/12/01	2030/11/30	$0.40	150,000.00
				150,000.00

Jeyachandran, Sonia	2020/12/01	2030/11/30	$0.40	35,000.00

Shen, Emily	2018/02/07	2025/06/30	$1.25	57,500.00
Shen, Emily	2020/12/01	2030/11/30	$0.40	100,000.00
				157,500.00

Kurtz, Stephen	2020/12/01	2030/11/30	$0.40	75,000.00
				75,000.00

Bradley, Wallace	2020/12/01	2030/11/30	$0.40	150,000.00

Innes, Dan	2018/02/07	2028/06/07	$1.25	1,840,000.00
				1,840,000.00

			Total	3,272,500.00

Schedule E1 – Pembrook Convertible Debt

Pembrook Copper Corp.
Convertible Note Payable
April 30, 2025

Dan Innes - February 26, 2019 200,000.00
Bradley Holding- March 5, 2019 400,000.00
Cliff Martin - March 5, 2019 300,000.00
Carolyn - May 24, 2019 300,000.00
Bradley Holding- May 24, 2019 400,000.00
Carolyn - July 23, 2019 100,000.00
Dominique - July 23, 2019 200,000.00
Bradley Holding - September 5, 2019 400,000.00
Bradley Holding- October 8, 2019 400,000.00
Bradley Holding- December 27, 2019 200,000.00
Cliff Martin- December 27, 2019 100,000.00
Bradley Holding - January 14, 2020 200,000.00
Bradley Holding - February 13, 2020 200,000.00
Wallace Bradley - March 20, 2020 200,000.00
Wallace Bradley - April 17, 2020 200,000.00
Wallace Bradley - May 15, 2020 200,000.00
Carolyn Innes - June 12, 2020 150,000.00
Carolyn Innes - July 23, 2020 140,000.00
Wallace Bradley - September 10, 2020 500,000.00
Kirkland - October 20, 2020 5,000,000.00
Bradley Holding - December 1, 2022 500,000.00
Bradley Holding - January 12, 2023 500,000.00
Carolyn - February 13, 2023 100,000.00
Bradley Holding -February 16, 2023 150,000.00

1374-4821-0711, v. 3

SCHEDULE F
TO THE ACQUISITION AGREEMENT

Pro Forma Capitalization of the Resulting Issuer

SCHEDULE G

U.S. ACCREDITED INVESTOR CERTIFICATE

TO: 1001184918 ONTARIO INC., AND ANY SUCCESSOR ENTITY ("PURCHASER")
AND TO: ACQUISITIONCO, AND ANY SUCCESSOR ENTITY
AND TO: THE SHELL

RE: AMALGAMATION OF PEMBROOK AND ACQUISITIONCO, A WHOLLY OWNED SUBSIDIARY OF PURCHASER, PURSUANT TO AN AMALGAMATION AGREEMENT DATED [●], 2025 BETWEEN PURCHASER, PEMBROOK AND ACQUISITIONCO AND ISSUANCE OF RESULTING ISSUER SHARES IN EXCHANGE FOR PURCHASER SHARES PURSUANT TO COMPLETION OF THE RTO

*All capitalized terms not defined herein shall have the meanings set forth in the Agreement to which this Schedule G is attached.

WHEREAS:

A. pursuant to the Amalgamation, Pembrook and AcquisitionCo will amalgamate and continue on as a combined entity, and the Pembrook Shares will be exchanged for fully paid and non-assessable Purchaser Shares pursuant to the Agreement;

B. immediately after the Amalgamation, Purchaser and Shell will complete the RTO and the Purchaser Shares will be exchanged for fully paid and non-assessable common shares of the Resulting Issuer (the "Resulting Issuer Shares") pursuant to the RTO Definitive Agreement;

C. the undersigned Pembrook Shareholder is in the United States;

NOW THEREFORE:

The undersigned Pembrook Shareholder hereby represents and warrants to and covenants with Purchaser, AcquisitionCo and Shell and acknowledges and agrees that:

(i) it has the necessary power and authority to execute and deliver this U.S. Accredited Investor Certificate and to perform the covenants and obligations hereunder, and has taken all necessary action in respect of them;

(ii) it has had access to such information concerning Purchaser and the Amalgamation as it has considered necessary in connection with its investment decision to acquire the Purchaser Shares and Resulting Issuer Shares;

(iii) it alone, or with the assistance of its professional advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Purchaser Shares and Resulting Issuer Shares and is able, without impairing its financial condition, to hold such Purchaser Shares or Resulting Issuer Shares for an indefinite period of time and to bear the economic risks, and withstand a complete loss, of such investment;

(iv) it is aware that the Purchaser Shares to be issued to it in connection with the Amalgamation, and Resulting Issuer Shares to be issued in connection with the RTO have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and that the issuance of the Resulting Issuer Shares to it is being made in reliance on the exemption from the registration requirements of the U.S.

Securities Act provided by Rule 506(b) of Regulation D under the U.S. Securities Act for offers and sales to "accredited investors" within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act, and similar registration exemptions under applicable state securities laws;

(v) it (i) is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act and is acquiring the Purchaser Shares and Resulting Issuer Shares for its own account and not with a view to resale, distribution or other disposition of any of the Purchaser Shares or Resulting Issuer Shares in violation of United States federal or state securities laws and (ii) satisfies one or more of the categories indicated below (please place an "X" and initial on the appropriate line or lines), and is:

Category 1. [Rule 501(a)(1)]	A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
Category 2. [Rule 501(a)(1)]	A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or
Category 3. [Rule 501(a)(1)]	A broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended; or
Category 4. [Rule 501(a)(1)]	An investment adviser registered pursuant to Section 203 of the U.S. Investment Advisers Act of 1940, as amended, or registered pursuant to the laws of a state; or
Category 5. [Rule 501(a)(1)]	An investment adviser relying on the exemption from registering with the U.S. Securities and Exchange Commission under Section 203(l) or (m) of the U.S. Investment Advisers Act of 1940, as amended; or
Category 6. [Rule 501(a)(1)]	An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or
Category 7. [Rule 501(a)(1)]	An investment company registered under the U.S. Investment Company Act of 1940, as amended; or
Category 8. [Rule 501(a)(1)]	A business development company as defined in Section 2(a)(48) of the U.S. Investment Company Act of 1940, as amended; or
Category 9. [Rule 501(a)(1)]	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, as amended; or
Category 10. [Rule 501(a)(1)]	A Rural Business Investment Company as defined in Section 384A of the U.S. Consolidated Farm and Rural Development Act of 1972, as amended; or

1374-4821-0711, v. 3

Category 11.
[Aule 501(a)(1)]
A plan established and maintained by a state, its political subdivision or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with assets in excess of U.S. $5,000,000; or

Category 12.
[Aule 501(a)(1)]
An employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended, in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company or registered investment advisor, or an employee benefit plan with total assets in excess of U.S. $5,000,000 or, if a self-directed plan, the investment decisions are made solely by persons who are accredited investors; or

Category 13.
[Aule 501(a)(2)]
A private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940, as amended; or

Category 14.
[Aule 501(a)(3)]
An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of U.S. $5,000,000; or

Category 15.
[Aule 501(a)(4)]
A director, executive officer or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; or

Category 16. [Rule 501(a)(5)]
A natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds U.S. $1,000,000; or
(Note: For the purposes of calculating "net worth"
(i) the person's primary residence shall not be included as an asset;
(ii) indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the closing of the Offering, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the closing of the Offering exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and
(iii) indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability.)
(Note: For the purposes of calculating "joint net worth", joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent, and assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard does not require that the securities be purchased jointly.)
(Note: The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse.)

Category 17. [Rule 501(a)(6)]
A natural person who had an individual income in excess of U.S. $200,000 in each year of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of U.S. $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
(Note: The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse.)

Category 18. [Rule 501(a)(7)]
A trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under Regulation D under the U.S. Securities Act; or

Category 19. [Rule 501(a)(8)]
An entity in which each of the equity owners are accredited investors; or
(Note: It is permissible to look through various forms of equity ownership to natural persons in determining the accredited investor status of entities under this category. If those natural persons are themselves accredited investors, and if all other equity owners of the entity seeking accredited investor status are accredited investors, then this category may be available.)

Category 20. [Rule 501(a)(9)]
An entity, of a type not listed in Categories 1 through 14, 18 or 19 above, not formed for the specific purpose of acquiring the securities offered, owning "investments" (as defined in Rule 2a51-1(b) under the U.S. Investment Company Act of 1940, as amended) in excess of U.S. $5,000,000; or

1374-4821-0711, v. 3

Category 21. A natural person holding in good standing one or more of the following professional licenses:

[Rule 501(a)(10)]

(i) General Securities Representative license (Series 7);
(ii) Private Securities Offerings Representative license (Series 82), and
(iii) Investment Adviser Representative license (Series 65); or

Category 22. A natural person who is a "knowledgeable employee" (as defined in Rule 3c-5(a)(4) under the U.S. Investment Company Act of 1940, as amended) of the issuer of the securities being offered or sold where the issuer would be an "investment company" (as defined in Section 3 of U.S. Investment Company Act of 1940, as amended), but for the exclusion provided by either Section 3(c)(1) or section 3(c)(7) of U.S. Investment Company Act of 1940, as amended; or

[Rule 501(a)(11)]

Category 23. A "family office" (as defined in Rule 202(a)(11)(G)-1 under the U.S. Investment Advisers Act of 1940, as amended):

(i) with assets under management in excess of U.S. $5,000,000,
(ii) that is not formed for the specific purpose of acquiring the securities offered, and
(iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or

Category 24. A "family client" (as defined in Rule 202(a)(11)(G)-1 under the U.S. Investment Advisers Act of 1940, as amended) of a family office meeting the requirements in Category 23 above and whose prospective investment in the issuer is directed by such family office pursuant to clause (iii) of Category 23;

(vi) it understands and acknowledges that the Purchaser Shares and Resulting Issuer Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and it agrees that if it decides to offer, sell, pledge or otherwise transfer any of the Resulting Issuer Shares, directly or indirectly, it will not offer, sell, pledge or otherwise transfer any of such securities, directly or indirectly, other than in compliance with any restrictive legend imprinted thereon and pursuant to an available exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States or the United States Securities and Exchange Commission (the "SEC") has declared effective a registration statement in respect of such securities;

(vii) it understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates or direct registration advices representing the Purchaser Shares and Resulting Issuer Shares and all certificates or direct registration advices issued in exchange therefore or in substitution thereof, will bear legends substantially in the following form:

1374-4821-0711, v. 3

"THE SECURITIES REPRESENTED HEREBY 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. BY ACQUIRING SUCH SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF [NAME OF ISSUER]. AND ANY SUCCESSOR ENTITY (THE "CORPORATION") THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144, THEREUNDER, IF AVAILABLE, OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS; (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT; PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AND THE TRANSFER AGENT FOR THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

provided, that if the Purchaser Shares or Resulting Issuer Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act, the legend set forth above may be removed by providing an executed declaration to the Purchaser or Resulting Issuer, as applicable, and any registrar and transfer agent of the Purchaser or Resulting Issuer, as applicable, in such form as the Purchaser or Resulting Issuer may prescribe from time to time and, if requested by the Purchaser or Resulting Issuer, or any registrar and transfer agent of the Purchaser or Resulting Issuer, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Purchaser or Resulting Issuer to the effect that such sale is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act;

provided further, that if any of the Resulting Issuer Shares are being sold pursuant to Rule 144 under the U.S. Securities Act and in compliance with any applicable U.S. state securities laws, the legend may be removed by delivery to the Resulting Issuer and any registrar and transfer agent of an opinion of counsel of recognized standing reasonably satisfactory to the Resulting Issuer and any registrar and transfer agent to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable U.S. state securities laws;

(viii) it acknowledges that it has not acquired the Purchaser Shares or Resulting Issuer Shares as a result of any form of "general solicitation" or "general advertising" (as such terms are defined in Regulation D under the U.S. Securities Act) including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet, or broadcast over the Internet, radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(ix) it is not subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1) of Regulation D under the U.S. Securities Act;

1374-4821-0711, v. 3

(x) it consents to the Resulting Issuer making a notation on its records or giving instructions to its registrar and transfer agent in order to implement the restrictions on transfer set forth and described in this U.S. Accredited Investor Certificate;

(xi) it understands and acknowledges that the Purchaser or Resulting Issuer is not obligated to file, and has no present intention of filing, with the SEC or with any state securities administrator any registration statement under the U.S. Securities Act with respect to resale of the Resulting Issuer Shares in the United States;

(xii) it acknowledges that it has been independently advised as to, or acknowledges that it is aware, and understands that the acquisition, holding and disposition of the Purchaser Share or Resulting Issuer Shares may have tax consequences under the laws of both the United States and Canada, and it confirms that no representation has been made to it by or on behalf of the Purchaser, AcquisitionCo, the Shell or Pembrook with respect thereto, and acknowledges and understands that it is its sole responsibility to determine and assess such tax consequences as may apply to its particular circumstances; in particular, no determination has been made whether the Purchaser or the Resulting Issuer will be a "passive foreign investment company" within the meaning of Section 1291 of the United States Internal Revenue Code of 1986, as amended;

(xiii) it is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Purchaser is organized under the laws of a jurisdiction outside the United States; (ii) some or all of the directors and officers may be residents of countries other than the United States; and (iii) all or a substantial portion of the assets of the Purchaser and such persons may be located outside the United States;

(xiv) it understands and acknowledges that the financial statements of the Purchaser have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

(xv) it understands and acknowledges that (i) if the Resulting Issuer is ever deemed to be, or to have been at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the U.S. Securities Act may not be available for resales of the Resulting Issuer Shares, and (ii) the Resulting Issuer is not obligated to take, and has no present intention of taking, any action to make Rule 144 under the U.S. Securities Act (or any other exemption) available for resales of the Resulting Issuer Shares;

(xvi) it understands and acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity (including, without limitation, the SEC or any state securities commission) has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Amalgamation, Purchaser Shares, RTO or the Resulting Issuer Shares;

(xvii) if required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, it will execute, deliver and file and otherwise assist the Resulting Issuer in filing reports, questionnaires, undertakings and other documents with respect to the issuance of the Resulting Issuer Shares;

(xviii) if the Pembrook Shareholder is: (i) a corporation, it is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this U.S. Accredited Investor

1374-4821-0711, v. 3

Certificate, and to carry out and perform its obligations herein or otherwise in connection with its acquisition of the Purchaser Shares and Resulting Issuer Shares and has obtained all necessary approvals in respect thereof; (ii) a partnership, syndicate or other form of unincorporated organization, it has the necessary legal capacity and authority to execute and deliver this U.S. Accredited Investor Certificate, and to carry out and perform its obligations herein or otherwise in connection with its acquisition of the Purchaser Shares and Resulting Issuer Shares and has obtained all necessary approvals in respect thereof; or (iii) an individual, it is of the full age of majority and is legally competent to execute and deliver this U.S. Accredited Investor Certificate, and to carry out and perform its obligations herein or otherwise in connection with its purchase of the Purchaser Shares and Resulting Issuer Shares;

(xix) it has been advised to consult its own legal advisors with respect to trading in the Resulting Issuer Shares it receives pursuant to the RTO and with respect to the resale restrictions (if any) imposed by applicable securities laws of the United States and Canada, and that the Pembrook Shareholder is solely responsible to find out what these restrictions are, and the Resulting Issuer is not in any way responsible, for compliance with applicable resale restrictions, and is aware that it may not be able to resell any of the Resulting Issuer Shares;

(xx) the Purchaser and AcquisitionCo and its counsel are relying upon the representations, warranties and covenants of the Pembrook Shareholder set forth herein and the Pembrook Shareholder agrees to indemnify and hold harmless the Purchaser and AcquisitionCo and its directors, officers, partners, employees, agents (including its counsel), advisers, affiliates and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending any claim, law suit, administrative proceeding or investigation, whether commenced or threatened) arising out of or based upon any representation or warranty of the Pembrook Shareholder contained herein or in any document furnished by the Pembrook Shareholder to the Purchaser or AcquisitionCo in connection herewith being untrue in any material respect or any breach or failure by the Pembrook Shareholder to comply with any covenant or agreement made by the Pembrook Shareholder herein or in any document furnished by the Pembrook Shareholder to the Purchaser or AcquisitionCo in connection herewith.

Purchaser, AcquisitionCo and the Shell shall be entitled to rely on delivery of a facsimile or other form of electronic copy of this executed U.S. Accredited Investor Certificate and such facsimile or electronic copy shall be legally effective to create a valid and binding U.S. Accredited Investor Certificate.

DATED this __ day of ______, 2025.

(Name of Acquiree Shareholder in the United States – please print)

(Signature)

(Official Capacity or Title if applicable – please print)

(Please print name of individual whose signature appears

1374-4821-0711, v. 3

above if different than the name of the subscriber printed above)

(Address of Pembrook Shareholder in the United States)

1374-4821-0711, v. 3

SCHEDULE H
TO THE ACQUISITION AGREEMENT

Form of Voting Support Agreement

VOTING AND SUPPORT AGREEMENT

May __, 2025

1001184918 Ontario Inc.
2700-161 Bay Street
Toronto, ON
M5J 2S1

Dear Sirs/Madams:

Re: Voting and Support Agreement

The undersigned shareholder (the "Shareholder") of Pembrook Copper Corp. (the "Company") understands that 1001184918 Ontario Inc. (the "Purchaser") wishes to enter into a business combination agreement with the Company dated as of the date hereof (the "Business Combination Agreement") pursuant to which the Purchaser intends to acquire all of the issued and outstanding shares of the Company ("Company Shares") through a three-cornered amalgamation (the "Transaction").

All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement.

The undersigned hereby agrees, in his or her capacity as a shareholder of the Company, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Business Combination Agreement in accordance with its terms:

to vote or to cause to be voted all of the Listed Shares (as defined below) together with all other Company Shares acquired by the Shareholder following the execution of this letter agreement and prior to the Pembrook Meeting (collectively, together with the Listed Shares, the "Subject Shares") in favour of the approval of the Pembrook Amalgamation Resolution and any other matter necessary for the consummation of the transactions contemplated by the Business Combination Agreement;
no later than five (5) Business Days prior to the Pembrook Meeting, to deliver or to cause to be delivered to the Company duly executed proxies or voting instruction forms voting in favour of the approval of the Pembrook Amalgamation Resolution, such proxy or voting instruction forms not to be revoked or withdrawn without the prior written consent of the Purchaser;
not to, directly or indirectly (including through any of the Shareholder's representatives): (i) solicit, assist, initiate, encourage or otherwise facilitate (including, without limitation, by way of furnishing non-public information, entering into any form of written or oral agreement, arrangement or understanding or soliciting proxies) any inquiries, proposals or offers (whether public or otherwise) regarding an Alternative Transaction; (ii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction; (iii) enter into or otherwise engage or participate in any discussions or negotiations with any person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute, an Alternative Transaction; (iv) withdraw support, or propose publicly to withdraw support, from the transactions contemplated by the Business Combination Agreement; (v) enter, or propose publicly to enter, into any agreement related to any Alternative Transaction; (vi) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with the

Purchaser in connection with the Business Combination Agreement; or (vii) join in the requisition of any meeting of the securityholders of the Company for the purpose of considering any resolution related to any Alternative Transaction;

.4. except as contemplated by the Business Combination Agreement, not to, directly or indirectly, (i) sell, transfer, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement (including any profit sharing arrangement, forward sale or other monetization arrangement) with respect to the Transfer of any of the Subject Shares to any person; (ii) grant any proxies or power of attorney, deposit any of the Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this letter agreement; or (iii) agree to take any of the actions described in the foregoing clauses .4(i) and .4(ii);

.5. not to exercise any rights of appraisal or rights of dissent provided under any applicable laws or otherwise in connection with the Transaction or the transactions contemplated by the Business Combination Agreement considered at the Meeting in connection therewith; and

.6. except as required pursuant to this letter agreement (including to give effect to clause .1 above), not to grant or agree to grant any proxy or other right to vote the Subject Shares or enter into any voting trust or pooling agreement or arrangement in respect of the Subject Shares or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this letter agreement.

The undersigned hereby represents and warrants that (a) this letter agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Shareholder in accordance with its terms, and the performance by the Shareholder of his or her obligations hereunder will not constitute a violation or breach of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the Shareholder is or will be a party and by which the Shareholder will be bound at the time of such performance, (b) he or she has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this letter agreement that he or she has either done so or waived his or her right to do so in connection with the entering into of this letter agreement, and that any failure on the Shareholder's part to seek independent legal advice shall not affect (and the Shareholder shall not assert that it affects) the validity, enforceability or effect of this letter agreement or the Business Combination Agreement, and (c) the Shareholder owns (beneficially or otherwise) the Company Shares listed in the table on the Shareholder's signature page hereto (the "Listed Shares") and no other securities of the Company.

This letter agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the non-exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This letter agreement may be executed in any number of counterparts (including counterparts by electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

If the foregoing is in accordance with the Purchaser's understanding and is agreed to by the Purchaser, please signify the Purchaser's acceptance by the execution of this letter agreement where indicated below by an authorized signatory of the Purchaser and return the same to the Shareholder, upon which this letter agreement as so accepted shall constitute an agreement between the Purchaser and the Shareholder.

[Remainder of page left intentionally blank. Signature pages follow.]

1374-4821-0711, v. 3

Yours truly,

Name of Shareholder

Signature of Shareholder

If the Shareholder is a corporation, print name and title of Authorized Signing Officer

Listed Shares

Common Shares:

Accepted and agreed on $\bullet$ , 2025

1001184918 ONTARIO INC.

By:
Name:
Title:

1374-4821-0711, v. 3

SCHEDULE I
TO THE ACQUISITION AGREEMENT

Pembrook Supporting Shareholders

Each Director and Officer of Pembrook
Vertex Finance Limited
The Plewes Group
Hochschild Mining Holdings Ltd.
Wallace Bradley and Wallace Bradley Holding Ltd.
Birmingham Merchant SA
Tiffali Corporation
Doce De Octubre SA
New Callander Capital Corp.
Agnico Eagle Mines Limited
Nancy Anne Richardson
S. Paul Simpson
The Cliff Martin Living Trust

1374-4821-0711, v. 3

SCHEDULE J
TO THE ACQUISITION AGREEMENT

Form of Lock-up Agreement

LOCK-UP AGREEMENT

•, 2025

1001184918 Ontario Inc.
2700-161 Bay Street
Toronto, ON
M5J 2S1

Dear Sirs/Madams:

Re: Lock-Up Agreement

The undersigned shareholder (the "Shareholder") of Pembrook Copper Corp. (the "Company") understands that 1001184918 Ontario Inc. (the "Purchaser") has entered into a business combination agreement with the Company (the "Business Combination Agreement") pursuant to which the Purchaser intends to acquire all of the issued and outstanding shares of the Company ("Company Shares") in exchange for common shares of the Purchaser ("Purchaser Shares") through a three-cornered amalgamation (the "Transaction"). The Shareholder also understands that the Purchaser intends to consummate an RTO with a Shell pursuant to which the Purchaser Shares shall be exchanged for Resulting Issuer Shares.

All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement.

In this Agreement the term "Subject Shares" shall include all Purchaser Shares issued to the Shareholder in connection with the Transaction as well as all Resulting Issuer Shares issued to the Shareholder in exchange for the Shareholder's Purchaser Shares in connection with the RTO. "Subject Shares" shall also include all Purchaser Shares and Resulting Issuer Shares controlled directly or indirectly by the Shareholder irrespective of whether or not the Shareholder is the registered holder thereof, and that term shall include all Purchaser Shares and Resulting Issuer Shares held by any family member of the Shareholder residing in the same residence as the Shareholder. A summary of the Subject Shares to be subject to this Agreement is set out in Schedule A hereto. For greater certainty, the Shareholder acknowledges that any Resulting Issuer Shares issued in exchange for the Subject Shares set forth in Schedule A shall be Subject Shares for purposes of this Agreement.

The Shareholder hereby agrees as follows:

Escrow

Dealer Lock-up

The Shareholder acknowledges and agrees that the Subject Shares may be subject to resale restrictions imposed by the investment firms that lead the concurrent financing relating to the RTO and the Shareholder agrees to execute any lock-up agreement required by such investment firms, for a period ending not later than six months following the RTO completion date (the "Dealer Lock-up"). The Dealer Lock-up supersedes the Voluntary Escrow and the Exchange-Imposed Escrow set out below.

The Shareholder acknowledges that neither the Purchaser nor the Resulting Issuer shall undertake any registration, prospectus, or other resale facilitation obligations in respect of the Subject Shares, and the

Shareholder shall be solely responsible for compliance with applicable securities laws related to the resale of the Subject Shares.

Voluntary Transfer Restrictions

In addition to the foregoing, the Shareholder acknowledges and agrees that the Subject Shares shall be subject to a 24-month voluntary escrow ("Voluntary Escrow") regime starting from the date of completion of the RTO (the "RTO Completion Date") with the following escrow release schedule:

Date of Release	% of Subject Shares to be Released
RTO Completion Date	0%
4 months following RTO Completion Date	22%
8 months following RTO Completion Date	22%
12 months following RTO Completion Date	26%
16 months following RTO Completion Date	10%
20 months following RTO Completion Date	10%
24 months following RTO Completion Date	10%

Exchange-Imposed Escrow

The Shareholder acknowledges and agrees that the Subject Shares may be subject to an escrow agreement imposed by the TSX Venture Exchange) (the "Exchange-Imposed Escrow"). In such case, the terms of the Exchange-Imposed Escrow shall apply to those Subject Shares and shall take precedence over the Voluntary Escrow provisions set forth above. For greater certainty, during any period in which Subject Shares are subject to both the Exchange-Imposed Escrow and the Voluntary Escrow, no duplicative restrictions shall apply.

To the extent that any Subject Shares are released from the Exchange-Imposed Escrow before the full expiration of the Voluntary Escrow period, the remaining Voluntary Escrow restrictions shall continue to apply to those shares for the balance of the 24-month period.

Example of Overlapping Escrow Regimes

The following is an example as to how the Voluntary Escrow and the Exchange-Imposed Escrow regimes would work. Let's assume the Shareholder owns 1,000,000 Subject Shares. Let's also assume that the Subject Shares are subject to a 2-year Exchange-Imposed Escrow that releases 20% of the Subject Shares from escrow every six months starting on the RTO Completion Date. In that case, given the Subject Shares are also subject to the Voluntary Escrow, the escrow release in the first 12 months would be as follows:

Date	Total Subject Shares Released from Voluntary Escrow	Total Subject Shares Released from Exchange-Imposed Escrow	Number of Subject Shares free of both escrow regimes
RTO Completion Date	0%	20%	0 Shares
	0 Shares	200,000 Shares

1374-4821-0711, v. 3

| 4 months following RTO Completion Date | 22%
220,000 Shares | 20%
200,000 Shares | 200,000 Shares |
| --- | --- | --- | --- |
| 6 months following RTO Completion Date | 22%
220,000 Shares | 40%
400,000 Shares | 220,000 Shares |
| 8 months following RTO Completion Date | 44%
440,000 Shares | 40%
400,000 Shares | 400,000 Shares |
| 12 months following RTO Completion Date | 70%
700,000 Shares | 60%
600,000 Shares | 600,000 Shares |

The Shareholder agrees to execute any documentation reasonably required by the Company or the Stock Exchange to give effect to both the Voluntary Escrow and the Exchange-Imposed Escrow.

Certificates or book-entry notations representing the Subject Shares shall bear legends or notations reflecting these restrictions.

All sales by insiders of the Resulting Issuer shall be subject to Canadian securities laws and the Resulting Issuer's insider trading policy.

3. Right of Collaboration

(a) For a period of two (2) years from the completion of the Transaction, in the event that the Shareholder proposes any sale, offer to sell, disposition, or other similar transfer of Subject Shares (an "Assignment Proposal"), and subject to the resale and escrow restrictions set forth in this Agreement, the Shareholder shall provide written notice of such Assignment Proposal to the Purchaser or the Resulting Issuer, as applicable, no later than five (5) business days prior to the proposed consummation date for the Assignment Proposal. Such notice shall disclose the material terms and conditions of the Assignment Proposal, including the price, form of consideration, and proposed completion date.

(b) Within five (5) business days following receipt of such notice, the Purchaser or the Resulting Issuer, as applicable, shall have the right to collaborate with the Shareholder to identify an alternative purchaser offering at least the same price and conditions as set out in the Assignment Proposal (the "Alternative Proposal"). If the Purchaser or Resulting Issuer notifies the Shareholder of an Alternative Proposal within this five (5) business day period, the Shareholder shall consummate the Alternative Proposal instead of the Assignment Proposal. If the Purchaser does not exercise this collaboration right within the specified period, the Shareholder may proceed with the Assignment Proposal.

If the Shareholder is an officer or director of the Resulting Issuer, then Section 3(b) shall not apply.

4. Voting

For a period of two (2) years following the completion of the RTO, the Shareholder agrees to vote, or cause to be voted, all of the Subject Shares in accordance with the recommendations of the senior management of the Purchaser or the Resulting Issuer, as applicable (as constituted from time to time) with respect to each matter submitted to shareholders of the Purchaser or the Resulting Issuer for approval at any meeting of shareholders (and any adjournment or postponement thereof), or in

1374-4821-0711, v. 3

connection with any written consent of shareholders in lieu of a meeting. The Shareholder shall provide the Purchaser or the Resulting Issuer, as applicable, with written evidence, reasonably satisfactory to the Purchaser or the Resulting Issuer, as applicable, of the manner in which the Subject Shares have been voted in accordance with the foregoing.

Section 4 shall not apply if the Shareholder is an officer or director of the Resulting Issuer.

5. Governing Law

This Agreement will be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. The Parties irrevocably attorn to the Courts of British Columbia residing in the City of Vancouver, British Columbia in and of this Agreement.

6. Counterparts and Delivery

Yours truly,

Name of Shareholder

Signature of Shareholder

If the Shareholder is a corporation, print name and title of Authorized Signing Officer

1374-4821-0711, v. 3

Accepted and agreed on $\bullet$ , 2025

1001184918 ONTARIO INC.

By:
Name:
Title:

1374-4821-0711, v. 3

Schedule A

List and Summary of Subject Shares

1374-4821-0711, v. 3

SCHEDULE K
TO THE ACQUISITION AGREEMENT

Settlement Agreement

TRANSACCIÓN

Conste por el presente documento la Transacción (en adelante, la “Transacción”) que celebran las siguientes partes (en adelante -individualmente- “Parte” y -conjuntamente “Partes”):

CARLOS MAURICIO CARLESSI VARGAS, identificado con Documento Nacional de Identidad N.° 09874504, con domicilio para estos efectos en Ricardo Palma N° 1661, Miraflores, Lima, casado con la señora Michelle Ann Krueger Vásquez, identificada con Documento Nacional de Identidad N.° 10866334, con régimen de separación de patrimonios, conforme ha quedado inscrito en la Partida N.° 12444548 del Registro Personal de la Oficina Registral de Lima y Callao, Sede Lima (en adelante, “MCV”);
CAMILA CARLESSI VARGAS, identificada con Documento Nacional de Identidad N.° 10805087, de estado civil viuda, con domicilio para estos efectos en Ricardo Palma N° 1661, Miraflores, Lima (en adelante, “MCV”);
PEMBROOK COPPER S.A.C., sociedad constituida y existente de conformidad con las leyes de la República del Perú, con Registro Único de Contribuyente N.° 20552755724, con domicilio para estos efectos en Av. José Pardo 223, interior 12, Miraflores, Lima, debidamente representada por el señor Dan Innes, identificado con Pasaporte canadiense N.° HK133173, según poderes inscritos en la Partida N.° 13017036 del Registro de Personas Jurídicas de Lima (en adelante, “PEMCO”);
PEMBROOK COPPER CORP., sociedad constituida y existente de conformidad con las leyes de British Columbia, Canadá, con domicilio en 500 - 666 Burrard Street, Vancouver, Columbia Británica, V6C3P6, Canadá, debidamente representada por el señor Dan Innes, identificado con pasaporte canadiense N.° HK133173, (en adelante, “PEMBROOK”); y
PECOY SOCIEDAD MINERA S.A.C., sociedad constituida y existente de conformidad con las leyes de la República del Perú, con Registro Único de Contribuyente N.° 20517820981, con domicilio para estos efectos en Av. José Pardo 223, interior 12, Miraflores, Lima, debidamente representada por el señor Mauro Daniel Quintana Dorregaray, identificado con Documento Nacional de Identidad N.° 06622260, según poderes inscritos en la Partida N.° 12098752 del Registro de Personas Jurídicas de Lima (en adelante, “PECOY”).

La presente Transacción se suscribe de conformidad con las estipulaciones contenidas en las cláusulas siguientes:

CLÁUSULA PRIMERA.- ANTECEDENTES

1.1 MCV y PEMBROOK son accionistas de PECOY.

1.2 Con fecha 28 de agosto de 2013, MCV, PEMBROOK, PEMCO, Urion Mexico Holdings Ltd. y PECOY, celebraron un contrato denominado “Subscription, Option and Shareholders’ Agreement”, con la finalidad de establecer los derechos y obligaciones entre las Partes para la exploración, evaluación, posible desarrollo y potencial explotación de las propiedades con conforman el denominado “Proyecto Pecoy”, así como regular las relaciones entre MCV, Urion Mexico Holdings Ltd. y PEMBROOK como accionistas de PECOY. Dicho contrato fue modificado mediante la Primera Adenda de fecha 12 de septiembre de 2019 (en adelante, el “Subscription, Option and Shareholders’ Agreement” y su adenda serán referidos conjuntamente como el “SSO Agreement”).

1.3 En el año 2021, PEMBROOK adquirió la totalidad de las acciones de Urion Mexico Holdings Ltd., representativas del capital social de PECOY.

1.4 En el año 2022, MCV acordó transferir, vía donación, 3,971,781 acciones representativas del capital social de PECOY, sujeto a que PEMBROOK renuncie a los derechos de

preferencia que le corresponden conforme a lo pactado en el SSO Agreement. Habiendo PEMBROOK renunciado a dichos derechos el 27 de mayo de 2025, ha producido efectos dicha transferencia. A consecuencia de dicha adquisición, CCV se ha adherido a los términos y condiciones del SSO Agreement, suscribiendo la Carta de Adherencia bajo el formato contenido en el Anexo F del SSO Agreement. Luego de la mencionada transferencia, MCV mantiene la titularidad de 5,158,152 acciones representativas del capital social de PECOY.

1.5 Actualmente, existen en curso tres (3) arbitrajes derivados, directa o indirectamente, del SSO Agreement y/o de las relaciones entre MCV, PEMBROOK y Urion Mexico Holdings Ltd. como accionistas de PECOY, a saber: (i) arbitraje iniciado por PEMBROOK contra MCV (Caso Arbitral N.° 7-2021-AMCHAM); (ii) arbitraje iniciado por MCV contra PECOY y PEMBROOK (Caso Arbitral N.° 25-2020-AMCHAM); y, (iii) arbitraje iniciado por MCV contra PEMBROOK y Urion Mexico Holdings Ltd. (Caso Arbitral N.° 13-2021-AMCHAM) (en adelante, conjuntamente, los “ARBITRAJES”).

1.6 De manera simultánea con esta Transacción, MCV ha celebrado con 1001184918 ONTARIO INC., una sociedad constituida y existente de conformidad con las leyes de Ontario, Canadá, un contrato denominado “Option Agreement”, en virtud del cual MCV ha acordado los términos y condiciones para la opción y eventual transferencia, a 1001184918 ONTARIO INC., de la totalidad de las acciones de su propiedad representativas del capital social de PECOY (en adelante, el “Option Agreement”).

1.7 De manera simultánea con esta Transacción, CCV ha celebrado con 1001184918 ONTARIO INC., un contrato denominado “Acquisition Agreement”, en virtud del cual CCV ha acordado los términos y condiciones para la transferencia, a 1001184918 ONTARIO INC., de la totalidad de las acciones de su propiedad representativas del capital social de PECOY (en adelante, el “Acquisition Agreement”).

1.8 De manera simultánea con esta Transacción, PEMBROOK ha celebrado con 1001184918 ONTARIO INC. y con una subsidiaria de esta última constituida y existente de conformidad con las leyes de British Columbia, Canadá (en adelante, “AcquisitionCo”), un contrato también denominado “Acquisition Agreement” (en adelante, el “Pembrook Agreement”), en virtud del cual se han acordado los términos y condiciones para la amalgamación de PEMBROOK con AcquisitionCo, de modo que 1001184918 ONTARIO INC. adquiera así, de modo indirecto, las acciones de propiedad de PEMBROOK, representativas del capital social de PECOY.

1.9 A efectos de dar cumplimiento a las condiciones precedentes contempladas en el Option Agreement, Acquisition Agreement y Pembrook Agreement, las Partes de esta Transacción han convenido en celebrar los acuerdos contenidos en las cláusulas siguientes.

CLÁUSULA SEGUNDA.- ACUERDOS DE EFICACIA INMEDIATA

Las Partes que intervienen en el presente documento, en vía de Transacción y haciéndose concesiones recíprocas, acuerdan como definitivo e inapelable, con eficacia inmediata, lo siguiente:

2.1 MCV, PEMBROOK y PECOY acuerdan suspender los ARBITRAJES hasta que se verifique la “RTO Closing” (tal como este término es definido en el Option Agreement, Acquisition Agreement y Pembrook Agreement). Para estos efectos, MCV, PEMBROOK y PECOY se obligan a presentar, ante los tribunales arbitrales competentes, los escritos que fuesen necesarios para solicitar la suspensión de los ARBITRAJES o ratificar la suspensión que estuviese actualmente vigente, hasta la verificación del RTO Closing. Asimismo, PEMBROOK se obliga a obtener de Urion Mexico Holdings Ltd. su conformidad con la suspensión del Caso Arbitral N.° 13-2021-AMCHAM, mediante la suscripción, por parte de dicha empresa, de los escritos que fuesen necesarios para

solicitar la suspensión de dicho arbitraje o ratificar la suspensión que estuviese actualmente vigente, hasta la verificación del RTO Closing.

En ejecución de lo acordado en este numeral, MCV, PEMBROOK y PECOY suscriben los escritos correspondientes que se adjuntan como Anexo 1 de esta transacción.

2.2 MCV, CCV y PEMBROOK acuerdan renunciar, y en efecto renuncian, a todos y cualesquiera derechos de adquisición preferente, previstos en el SSO Agreement, en el estatuto de PECOY, así como en cualquier otro contrato, convenio de accionistas y/o en las leyes aplicables, única y exclusivamente respecto de las transferencias, directa o indirecta, de las acciones representativas del capital social de PECOY que serán materia de adquisición por parte de 1001184918 ONTARIO INC., de acuerdo a los términos y condiciones contenidos en el Option Agreement, Acquisition Agreement y el Pembrook Agreement.

CLÁUSULA TERCERA.- ACUERDOS DE EFICACIA DIFERIDA Y CONDICIONADA

Las Partes que intervienen en el presente documento, en vía de Transacción y haciéndose concesiones recíprocas, acuerdan como definitivo e inapelable, sujeto a la condición suspensiva prevista en el numeral 3.4 de esta cláusula, lo siguiente:

3.1 MCV, PEMBROOK y PECOY acuerdan la cancelación, terminación, finalización y/o extinción de los ARBITRAJES. Para estos efectos, MCV, PEMBROOK y PECOY se obligan a presentar, ante los tribunales arbitrales competentes, los escritos bajo el modelo que se adjunta como Anexo 2 de la presente transacción y, en cualquier caso, todos aquellos que fuesen necesarios para solicitar la cancelación, terminación, finalización y/o extinción de los ARBITRAJES, sin pronunciamiento sobre el fondo de las controversias. Asimismo, PEMBROOK se obliga a obtener de Urion Mexico Holdings Ltd. su conformidad con la cancelación, terminación, finalización y/o extinción del Caso Arbitral N.° 13-2021-AMCHAM, mediante la suscripción, por parte de dicha empresa, de los escritos que fuesen necesarios para solicitar la cancelación, terminación, finalización y/o extinción de dicho arbitraje, sin pronunciamiento sobre el fondo de la controversia.

MCV, PEMBROOK y PECOY acuerdan que cada parte asumirá los honorarios y gastos arbitrales de los ARBITRAJES que inició y que hasta la fecha ya han pagado como consecuencia de su tramitación. En ese sentido, declaran que no tienen nada de reclamarse sobre el particular y, como tal, no tienen derecho a restitución y/o compensación de cualquier monto que hayan pagado, incluso, por cuenta de otra parte procesal.

3.2 MCV, CCV, PEMBROOK, PEMCO y PECOY acuerdan liberarse recíprocamente y mantenerse indemnes entre sí respecto de cualquier reclamación previa, obligación, responsabilidad, daños, litigios o cualesquiera otras acciones derivadas o relacionadas, directa o indirectamente, de sus respectivos intereses en PECOY y de cualquiera de sus derechos y obligaciones bajo el SSO Agreement. Asimismo, acuerdan renunciar de modo irrevocable a cualquier acción, presente o futura, relacionada directa o indirectamente a las transferencias pactadas en el Option Agreement, Acquisition Agreement y Pembrook Agreement.

3.3 MCV y PEMBROOK acuerdan celebrar un acuerdo conjunto con Urion Mexico Holdings Ltd. mediante el cual acuerden liberarse recíprocamente y mantenerse indemnes entre sí respecto de cualquier reclamación previa, obligación, responsabilidad, daños, litigios o cualesquiera otras acciones derivadas o relacionadas, directa o indirectamente, de sus respectivos intereses en PECOY y de cualquiera de sus derechos y obligaciones bajo el SSO Agreement, siempre que Urion Mexico Holdings Ltd. ofrezca un acuerdo de liberación igual de su parte.

3.4 Las concesiones recíprocas detalladas en los numerales 3.1, 3.2 y 3.3 precedentes se encuentran sometidas a la condición suspensiva de que se verifique y complete el RTO Closing.

CLÁUSULA CUARTA.- CONDICIÓN RESOLUTORIA

La presente Transacción se encuentra sometida a la condición resolutoria de que no se verifique el RTO Closing hasta el 30 de septiembre de 2025 o la fecha que acuerden por escrito las Partes. Por consiguiente, si hasta la fecha indicada no se ha verificado el RTO Closing, esta Transacción quedará sin efecto.

CLÁUSULA QUINTA.- EFECTOS ADICIONALES

5.1 De forma adicional a las concesiones recíprocas señaladas en las cláusulas segunda y tercera precedentes, las Partes acuerdan que, en caso cualquiera de ellas no cumpliera con las obligaciones asumidas en el presente documento, podrán hacer valer cualquier medio permitido por la ley a efectos de proteger sus legítimos intereses legales.

5.2 De conformidad con el artículo 1303 del Código Civil, las Partes renuncian expresamente a cualquier acción que tenga una contra otra sobre el objeto de esta Transacción.

CLÁUSULA SEXTA.- AUTONOMÍA DE LA TRANSACCIÓN

Las Partes declaran que la presente Transacción constituye el único acuerdo válido y vigente entre ellas, sustituyendo cualquier conversación, negociación y obligación anterior sobre la materia.

CLÁUSULA SÉTIMA.- INDIVISIBILIDAD DE LA TRANSACCIÓN

Las Partes acuerdan expresamente que la presente Transacción es indivisible, de tal manera que si alguna de sus estipulaciones fuese nula o se anula, ello implicará que necesariamente el resto de la Transacción quede sin efecto.

CLÁUSULA OCTAVA.- NOTIFICACIONES

Todas las notificaciones y comunicaciones cursadas entre las Partes deberán realizarse de conformidad con las reglas de notificación establecidas en el SSO Agreement.

CLÁUSULA NOVENA.- SOLUCIÓN DE CONTROVERSIAS Y COMPETENCIA

Las Partes establecen que cualquier duda o controversia sobre la validez, interpretación o ejecución de esta Transacción o de cualquier otra materia vinculada a, o contenida en ella, será resuelta de conformidad con el mecanismo de solución de controversias establecido en el SSO Agreement.

CLÁUSULA DÉCIMA.- ENCABEZADOS Y SUMILLAS

Los encabezados utilizados en cada cláusula tienen únicamente carácter referencial y no tienen efecto alguno para la interpretación del contenido y alcances de la presente Transacción.

CLÁUSULA UNDÉCIMA.- NO EJERCICIO DE DERECHOS

El no ejercicio de cualquiera de los derechos conferidos por la presente Transacción no importará, para ninguna de las Partes, la renuncia a estos.

CLÁUSULA DUODÉCIMA.- LEY APLICABLE

La presente Transacción se regirá por las leyes de la República del Perú.

CLÁUSULA DECIMOTERCERA.- MODIFICACIÓN DE LA TRANSACCIÓN

La presente Transacción solamente podrá ser modificada mediante acuerdo expreso y escrito de las Partes, bajo sanción de nulidad.

Suscrito a los 27 días del mes de mayo de 2025.

CARLOS MAURICIO CARLESSI VARGAS
PEMBROOK COPPER S.A.C.

CAMILA CARLESSI VARGAS
PECOY SOCIEDAD MINERA S.A.C.

PEMBROOK COPPER CORP.

SCHEDULE L TO THE ACQUISITION AGREEMENT

Structure Chart

1374-4821-0711, v. 3

AI assistant

Pecoy Copper Corp. — M&A Activity 2025

47267_rns_2025-09-05_ee4422df-ba21-419d-abd2-32b0a3a29211.pdf

ACQUISITION AGREEMENT

AMONG

AND

AND

WHEREAS:

ARTICLE 1

1.1 Definitions

1.2 Schedules

1.3 Corporation, Subsidiaries and Affiliates

1.4 Number, Gender and Persons

1.5 Interpretations Not Affected by Headings, etc.

1.6 Date for Any Action

1.7 Time Periods

1.8 Time and Currency

1.9 Knowledge

1.10 Statutory References

1.11 No Presumption

ARTICLE 2 AMALGAMATION AND RELATED TRANSACTIONS

2.1 Pembrook Shareholder Approval

2.2 AcquisitionCo Shareholder Approval

2.3 Purchaser Board Approval

2.4 Amalgamation

2.5 Securities Law and Corporate Law Compliance

2.6 Issuance of Purchaser Shares

2.7 U.S. Securities Laws

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Pembrook

3.2 Representations and Warranties of Purchaser and AcquisitionCo

ARTICLE 4

COVENANTS

4.1 Operation of Business

4.2 Related Transactions

4.3 Proceedings

4.4 Actions

4.5 Consents

4.6 Dissent Rights

4.7 Public Announcements

4.8 Notification of Certain Matters

4.9 Representations and Warranties

4.10 Expenses

4.11 Pre-Closing Reorganization

4.12 RTO

4.13 Option Agreement Instalments

4.14 Agnico Eagle Debt Settlement

4.15 Restrictions on Purchaser Securities Issuances

4.16 Personal Information Privacy

4.17 Reduction of Pembrook Liabilities

ARTICLE 5 COMMITMENT TO THE AMALGAMATION

5.1 Alternative Transactions

5.2 Facilitation of Amalgamation

5.3 Notification

ARTICLE 6 TERMINATION

6.1 Termination by Purchaser

6.2 Termination by Pembrook

6.3 Effect of Termination

ARTICLE 7 CONDITIONS

7.1 Conditions for the Benefit of Purchaser

7.2 Conditions for the Benefit of Pembrook

7.3 Mutual Conditions

7.4 Notice and Cure Provisions

7.5 Satisfaction, Waiver and Release of Conditions

8.3 Purchaser and AcquisitionCo Deliveries

8.4 Books and Records

ARTICLE 9

ARTICLE 10

10.1 Notice

500 – 666 Burrard Street

10.2 Assignment

10.3 Binding Effect

10.4 Time of the Essence

10.5 Governing Law

10.6 Entire Agreement

10.7 Amendment or Waiver

10.8 Severability

10.9 Counterparts and Delivery

10.10 Further Assurances

6 AMALGAMATION EFFECTIVE DATE – Choose one of the following:

Pecoy Copper Corp. M&A Activity 2025