Plus Products Inc. - Capital/Financing Update 2020

EXECUTION COPY

AGENCY AGREEMENT

May 21, 2020

Ely Gold Royalties Inc. Suite 2833, 595 Burrard Street Vancouver, BC V7X 1K8

Attention: Trey Wasser, President & CEO

Dear Sir:

Re: Private Placement of Units

Clarus Securities Inc. and Mackie Research Capital Corp., as co-lead agents and sole bookrunners (the “ Lead Agents ”), along with PowerOne Capital Markets Ltd. (collectively, the “ Agents ”) understand that Ely Gold Royalties Inc. (the “ Corporation ”) proposes to issue and sell up to $15,000,000 of units of the Corporation (the “ Units ”) at a price of $0.80 per Unit (the “ Issue Price ”), with each Unit consisting of one Common Share (as defined below) (each, a “ Unit Share ”) and one-half of one Common Share purchase warrant (each full Common Share purchase warrant, a “ Warrant ”). The Warrants shall be issued pursuant to, and the exercise of the Warrants shall be governed by, the provisions of a warrant indenture (the “ Warrant Indenture ”), to be entered into between the Corporation and AST Trust Company (Canada), as warrant agent, in the form and on terms satisfactory to the Corporation and the Agents, acting reasonably. Each Warrant will entitle the holder to acquire one Common Share (a “ Warrant Share ”) at a price of $1.00 per Warrant Share until the date that is 36 months following the Closing Date (as defined below), subject to rights of adjustment and acceleration in certain events, as set out in the Warrant Indenture. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement (as defined below) and the terms of the Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

In addition, the Corporation hereby grants the Agents an option (the “ Option ”) to arrange for the purchase and sale of up to an additional $2,250,000 of Units (the “ Option Units ”) at the Issue Price on terms identical to the Units, exercisable in whole or in part for a period of 30 days from and including the Closing Date. The Option shall be exercisable by the Lead Agents giving notice (the “ Option Notice ”) to the Corporation in accordance with Section 8.

The Unit Shares and Warrants comprising the Units and Option Units sold pursuant to this Agreement are collectively referred to as the “ Offered Securities ”. Unless the context otherwise requires, all references to Units shall include the Option Units, all references to Unit Shares shall include the Option Unit Shares (as defined below), all references to Warrants shall include the Option Unit Warrants (as defined below) and all references to Warrant Shares shall include the Option Unit Warrant Shares (as defined below). The offering of the Offered Securities by the Corporation is referred to in this Agreement as the “ Offering ”.

Subject to the terms and conditions of this Agreement, the Agents, severally and not jointly, agree to act as, and the Corporation appoints the Agents as, the exclusive agents of the Corporation to offer the Units for sale and purchase on a “best efforts” agency basis, and the Agents hereby agree to act as such agents. The Agents may offer the Units and may solicit offers to purchase the Units (i) in each of the provinces of Canada on a private placement basis; (ii) in the United Kingdom to persons who are both (A) “qualified investors” within the meaning of the United Kingdom Financial Services and Markets Act 2000 (the “ FSMA ”) and acting as principals or in circumstances where section 86(2) of the FSMA applies, and (B) within the categories of persons referred to in Article 19 (Investment Professionals) or Article 49 (High net worth companies, etc.) of the FSMA (Financial Promotion) Order 2005; and (iii) such offshore jurisdictions as agreed upon by the Agents and the Corporation in accordance with Applicable Securities Laws (as defined below), provided that the Corporation is not required to file a prospectus, registration statement or other disclosure document, or become subject to any continuing obligations in such jurisdictions. The Corporation acknowledges and agrees that the Agents may, but are not obligated to, purchase any of the Offered Securities as principal.

The Corporation agrees that the Agents shall be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, as agents, to assist in the Offering in the Selling Jurisdictions (as defined below) and that the Agents may determine, and shall be solely responsible for, the remuneration payable to such other dealers appointed.

In consideration of the services rendered by the Agents in connection with the Offering, the Corporation shall pay to the Agents at the Closing Time, a cash commission equal to 6.0% of the gross proceeds from the Offering (including any gross proceeds resulting from the exercise of the Option), except that, in respect of gross proceeds from the sale of Offered Securities to Subscribers (as defined below) designated by the Corporation and agreed to by the Agents (the “ President’s List ”), including, but not limited to, Eric Sprott (whether directly or indirectly through an investment vehicle), the cash commission will be equal to 2.0% (collectively, the “ Agents’ Fee ”). In addition, at the Closing Time, the Agents will be granted such number of non-transferable warrants equal to 6.0% of the number of Units sold under the Offering (including upon exercise of the Option) (collectively, the “ Broker Warrants ”), except that, in respect of Units sold to Presidents’ List Purchasers, no Broker Warrants will be payable. Each Broker Warrant entitles the holder thereof to acquire one Common Share at an exercise price equal to the Issue Price for a period of 36 months from the Closing Date (a “ Broker Warrant Share ”), pursuant to the terms of the broker warrant certificates (the “ Broker Warrant Certificates ”).

1. Definitions

In this Agreement:

(a) “ affiliate ”, “ distribution ”, “ material change ”, “ material fact ”, “ misrepresentation ”, and “ subsidiary ” have the respective meanings given to them in the Securities Act (British Columbia);
(b) “ Agents ” has the meaning given to it above;
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(c) “ Agents’ Counsel ” means Borden Ladner Gervais LLP;
(d) “ Agents’ Fee ” has the meaning given to it above;
(e) “ Agreement ” means this agreement resulting from the acceptance by the Corporation of the offer made by the Agents hereby, including all schedules hereto, as amended or supplemented from time to time;
(f) “ Annual Financial Statements ” means the audited consolidated financial statements of the Corporation with respect to the years ended December 31, 2019 and 2018, together with the notes to such financial statements, the report of the auditors of the Corporation on such financial statements and management’s discussion and analysis in respect of such financial statements;
(g) “ Applicable Securities Laws ” means all applicable securities, corporate and other laws, rules, regulations, notices and policies;
(h) “ BCBCA ” means the Business Corporations Act (British Columbia);
(i) “ Broker Warrant ” has the meaning given to it above;
(j) “ Broker Warrant Certificate ” has the meaning given to it above;
(k) “ Broker Warrant Share ” has the meaning given to it above;
(l) “ Business Day ” means any day, other than a Saturday or Sunday on which banking institutions in Toronto, Ontario and in Vancouver, British Columbia are open for commercial banking business during normal banking hours;
(m) “ Claim ” has the meaning given to it in Section 11(b); (n) “ Closing ” means the completion of the Offering;
(o) “ Closing Date ” means May 21, 2020, or such other date as the Lead Agents and the Corporation may agree upon in writing;
(p) “ Closing Time ” means 8:30 a.m. (Toronto time) or such other time on the Closing Date as the Lead Agents and the Corporation may agree upon;
(q) “ Common Share ” means a common share in the capital of the Corporation;
(r) “ Compensation Securities ” means, collectively, the Broker Warrants and the Broker Warrant Shares;
(s) “ Corporation ” has the meaning given to it above;
(t) “ Corporation’s Counsel ” means Norton Rose Fulbright Canada LLP;
(u) “ Documents ” means, collectively:
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(i) the Annual Financial Statements;
(ii) the management information circular of the Corporation dated April 3, 2020 with respect to the annual and special meeting of shareholders of the Corporation held on May 6, 2020;
(iii) all press releases released by the Corporation since December 31, 2019; and
(iv) all material change reports filed by the Corporation since December 31, 2019;
(v)
“ Due Diligence Session ” has the meaning given to it in Section 5(a);
(w) “ Due Diligence Session Responses ” means the written or oral responses of the Corporation, as given by any director or officer of the Corporation, at the Due Diligence Session;
(x)
“ Employment Laws ” has the meaning given to it in Section 4(ll);
(y) “ Engagement Letter ” means the engagement letter dated May 3, 2020, between the Corporation and the Lead Agents relating to the Offering, as amended on May 7, 2020;
(z) “ Environmental Laws ” means any federal, provincial, state, local or foreign law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions, and “ Hazardous Materials or Conditions ” means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;
(aa)
“ FSMA ” has the meaning given to it above;
(bb) “ Governmental Authorities ” means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities:
(i) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or
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(ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;
(cc) “ Governmental Licences ” has the meaning given to it in Section 4(gg);
(dd) “ GST ” has the meaning given to it in Section 9;
(ee) “ Indemnified Party ” has the meaning given to it in Section 11(b);
(ff) “ Issue Price ” has the meaning given to it above;
(gg) “ Lead Agents ” has the meaning given to it above;
(hh) “ Lien ” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;
(ii) “ Material Adverse Effect ” means any effect, change, event or occurrence that is, or is reasonably likely to be, materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and its Subsidiaries taken as a whole; provided that a Material Adverse Effect shall not include an adverse effect (or any condition, event or development involving a prospective effect) in the business, operations, results of operations, assets, capitalization, financial condition, licenses, permits, concessions, rights, liabilities, prospects or privileges, whether contractual or otherwise, of the Corporation or its Subsidiaries that arises or results from or is in any way connected with, either directly or indirectly: (i) any matter or prospective matter, either alone or in combination with other matters or prospective matter, either alone or in combination with other matters or prospective matters, that relate to or arise out of a matter that has been publicly disclosed as of the date of this Agreement; and (ii) conditions affecting the mining industry generally;
(jj) “ Material Owned Properties ” has the meaning given to it in Section 4(ee);
(kk) “ Material Third Party Properties ” has the meaning given to it in Section 4(dd);
(ll) “ Notice ” has the meaning given to it in Section 17;
(mm) “ Offered Securities ” has the meaning given to it above;
(nn) “ Offering Documents ” means, collectively, the Subscription Agreements, the Warrant Indenture and this Agreement;
(oo) “ Offering ” has the meaning given to it above;
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(pp) “ Option ” has the meaning given to it above;
(qq) “ Option Closing Date ” means the date(s) selected by the Lead Agents, on behalf of the Agents, in accordance with Section 8 hereof, within a period of 30 days from and including the Closing Date;
(rr) “ Option Closing Time ” means 8:30 a.m. (Toronto time) or such other time on the Option Closing Date as the Lead Agents and the Corporation may agree upon;
(ss) “ Option Notice ” has the meaning given to it above;
(tt) “ Option Unit Shares ” means the Common Shares forming part of the Option Units, issuable upon exercise by the Agents of the Option, if any;
(uu) “ Option Units ” has the meaning given to it above;
(vv) “ Option Unit Warrant Shares ” means the Common Shares underlying the Option Unit Warrants, issuable upon exercise of the Option Unit Warrants;
(ww) “ Option Unit Warrants ” means the Warrants forming part of the Option Units, issuable upon exercise by the Agents of the Option;
(xx) “ President’s List ” has the meaning given to it above;
(yy) “ Public Record ” means all information filed by or on behalf of the Corporation with the Securities Commissions via SEDAR in Canada since May 1, 2017, including without limitation, the Documents and any other information filed with any Securities Commission in Canada in compliance, or intended compliance, with any Applicable Securities Laws of the Selling Jurisdictions in Canada;
(zz) “ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;
(aaa) “ SEC ” means the United States Securities and Exchange Commission;
(bbb) “ Securities Commissions ” means the securities commissions or similar regulatory authorities in the Selling Jurisdictions;
(ccc) “ SEDAR ” means the System for Electronic Document Analysis and Retrieval;
(ddd) “ Selling Jurisdictions ” means all of the provinces and territories of Canada, the United Kingdom and such other jurisdictions as the Agents and the Corporation may agree;
(eee) “ Subscriber ” means, for the purposes of this Agreement, the person who executes a Subscription Agreement or, if such person executes a Subscription Agreement as a duly authorized agent of one or more principals, the principal or principals of such person;
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(fff) “ Subscription Agreements ” means, collectively, the agreements entered into by each Subscriber for Units and the Corporation in respect of the Subscriber’s subscription for Units in the form and on terms and conditions satisfactory to each of the Corporation and the Lead Agents, acting reasonably;
(ggg) “ Subsidiaries ” means Nevada Select Royalty, Inc., DHI Minerals Ltd., Ren Royalties LLC, DHI Minerals (US) Ltd. and VEK Associates;
(hhh) “ Subsidiary Officer’s Certificate ” has the meaning given to it in Section 6(c);
(iii) “ Subsidiary Opinion ” has the meaning given to it in Section 6(b);
(jjj) “ TSX-V ” means the TSX Venture Exchange;
(kkk) “ U.S. Person ” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S;
(lll) “ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder;

(mmm)“ Unit Share ” has the meaning given to it above;

(nnn) “ United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
(ooo) “ Units ” has the meaning given to it above;
(ppp) “ Warrant ” has the meaning given to it above;
(qqq) “ Warrant Indenture ” has the meaning given to it above; and
(rrr) “ Warrant Share ” has the meaning given to it above.

2. Restrictions on Sale

The Agents hereby represent, warrant, covenant and agree, severally and not jointly, with the Corporation and acknowledge that the Corporation is relying upon such representations, warranties and covenants, that:

(a) they will not solicit subscriptions for Offered Securities, trade in Offered Securities or otherwise do any act in furtherance of a trade of Offered Securities outside of the Selling Jurisdictions, provided that the Agents may so solicit, trade or act within such jurisdictions only if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and does not (i) obligate the Corporation to take any action to register or qualify any of its securities or any trade of any of its securities, or the filing of a prospectus with respect to any of its securities; (ii) obligate the Corporation to establish or
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maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;

(b) in respect of the offer and sale of the Offered Securities, they will conduct their activities in connection with the Offering and comply with all Applicable Securities Laws and the provisions of this Agreement and the Subscription Agreements;
(c) they are, and will be at the Closing Time, duly registered pursuant to the provisions of the Applicable Securities Laws, and are duly registered or licensed as investment dealers in those jurisdictions in which they are required to be so registered in order to perform the services contemplated by this Agreement, or where not so registered or licensed, the Agents will act only through members of a selling group who are so registered or licensed;
(d) they shall not make any representation or warranty with respect to the Offered Securities in connection with the Offering, other than as set forth in this Agreement or the Subscription Agreements;
(e) they will not advertise the proposed sale of the Offered Securities in printed media of general and regular paid circulation, radio or television nor provide or make available to prospective purchasers of Offered Securities any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws; and
(f) each Agent is an “accredited investor” as defined in National Instrument 45-106.

The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and will not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons.

3. Delivery of Subscription Agreements

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

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

4. Representations and Warranties of the Corporation

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

(a) the Corporation has been duly continued and organized and is subsisting under the laws of the Province of British Columbia and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on;
(b) the Corporation (i) has the requisite corporate power, authority and capacity to enter into the Offering Documents and to perform its obligations under the Offering Documents and the Corporation has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on or as proposed to be carried on; and (ii) has, and at the time of execution of the Warrant Indenture will have, all requisite corporate power and authority to issue and sell the Offered Securities, to create and issue the Broker Warrants and to grant the Option and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Broker Warrant Certificates;
(c) since May 1, 2017, the Corporation has been and is in compliance, in all material respects, with its timely disclosure obligations under Applicable Securities Laws and the rules and regulations of the TSX-V; no confidential material change report has been filed by the Corporation under Applicable Securities Laws that remains confidential at the date of this Agreement; the Corporation has not completed a “significant acquisition”, which would require the Corporation to file a business acquisition report under Applicable Securities Laws; all of the material contracts and agreements of the Corporation not made in the ordinary course of business, if required under the Applicable Securities Laws, have been filed with the applicable Securities Commissions;
(d) other than as disclosed in the Public Record, since the date of the most recent audited balance sheet (i) there has been no material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, (ii) there have been no transactions entered into by the Corporation which are material with respect to the Corporation, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on any class of its shares;
(e) the Corporation has authorized share capital consisting of an unlimited number of Common Shares, of which 135,723,995 Common Shares are issued and outstanding as of the date of this Agreement, and has an aggregate of 10,600,000 stock options and 17,721,379 Common Share purchase warrants outstanding as of the date of this Agreement.
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(f) Other than as disclosed in the Public Record, no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation, other than stock options and Common Share purchase warrants issued in the ordinary course;
(g) all of the issued and outstanding securities of the Corporation have been duly and validly authorized and issued and are fully paid and non-assessable shares of the Corporation, and none of the outstanding securities of the Corporation were issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation;
(h) except as disclosed in the Public Record, the Corporation has no subsidiaries or affiliates other than the Subsidiaries and the Corporation beneficially owns, directly or indirectly, all of the issued and outstanding shares in the capital of the Subsidiaries (except for VEK Associates, a Nevada corporation that is owned as to 94% only by Ren Royalties LLC) free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid shares and subject to no further call for contribution and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of its Subsidiaries or any other security convertible into or exchangeable for any such shares;
(i) each of the Subsidiaries has been duly incorporated and is validly existing under the laws of its jurisdiction of formation, continuation, amalgamation or incorporation, has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets;
(j) the Corporation has full corporate power and authority to issue the Offered Securities and the Compensation Securities;
(k) at the Closing Time, the Unit Shares shall be duly authorized and validly issued as fully paid and non-assessable Common Shares;
(l) at the Option Closing Time, if any, the Option Unit Shares shall be duly authorized and validly issued as fully paid and non-assessable Common Shares;
(m) the Warrants and Broker Warrants have been duly created and issued and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement, the Broker Warrant Certificates and the Warrant Indenture, as applicable;
(n) the form of certificate respecting the Broker Warrants have been approved and
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adopted by the board of directors of the Corporation and do not conflict with any applicable laws and comply with the rules and regulations of the TSX-V;

(o) the Warrant Shares and Broker Warrant Shares, issuable upon exercise of the Warrants and the Broker Warrants, respectively, have been duly created, authorized and reserved for issuance and such shares will be, when issued upon due exercise of the Warrants and the Broker Warrants, if any, including payment of the applicable exercise price, validly issued as fully paid and non-assessable Common Shares;
(p) the Unit Shares, Warrant Shares and Broker Warrant Shares are conditionally listed for trading on the TSX-V, subject to the satisfaction of customary conditions required by the TSX-V;
(q) at all times prior to the expiry of the Warrants and Broker Warrants a sufficient number of Common Shares shall be allocated and reserved for issuance upon due exercise of such warrants in accordance with their terms;
(r) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of, the Offering Documents and the performance of any of the transactions contemplated by the Offering Documents by the Corporation, do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any applicable laws, including the BCBCA, or any term or provision of the articles, by-laws or resolutions of the directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation;
(s) the Offering Documents and the Broker Warrant Certificates and the performance of the Corporation’s obligations under the Offering Documents and Broker Warrant Certificates have been duly authorized by all necessary corporate action and the Offering Documents and the Broker Warrant Certificates have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and, with respect to this Agreement, by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;
(t) no approval, authorization, consent or other order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Corporation in connection with the execution and delivery of or with the performance by the Corporation of its obligations under the Offering Documents
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or the Broker Warrant Certificates, except as required by Applicable Securities Laws with regard to the distribution of the Offered Securities and the Broker Warrants, if any, in the Selling Jurisdictions;

(u) the Corporation is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would have a Material Adverse Effect;
(v) the Annual Financial Statements have been prepared in conformity with Canadian generally accepted accounting principles applied on a consistent basis throughout the periods involved, contain no material misrepresentations and present fairly in all material respects the financial position, results of operations and cash flows of the Corporation on a consolidated basis as at the date of the Annual Financial Statements;
(w) the Corporation maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles and maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified under Applicable Securities Laws and to ensure that information required to be disclosed by the Corporation under Applicable Securities Laws is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;
(x) except as disclosed in the Public Record, as of the Closing Date, no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, the Corporation or its Subsidiaries is engaged or, to the knowledge of the Corporation, will become engaged, in any material transaction or arrangement with or be a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation or its Subsidiaries, except as disclosed in the Documents or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation or its Subsidiaries as described in the Documents;
(y) neither the Corporation nor its Subsidiaries has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or contemplated in the Documents, or (ii) as incurred in the ordinary course of business by the Corporation or its Subsidiaries, as the case may be;
(z) except as disclosed in the Public Record, there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental
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Authority, domestic or foreign, in progress, pending or, to the Corporation’s knowledge, threatened (and the Corporation does not know of any basis therefor) against, or involving the assets, properties or business of, the Corporation or its Subsidiaries, nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority and to the Corporation’s knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments;

(aa) Smythe LLP is independent with respect to the Corporation within the meaning of the rules of professional conduct applicable to auditors in Ontario and there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators ) with such firm or any other prior auditor of the Corporation;
(bb) except as disclosed in the Public Record, all tax returns required to be filed by the Corporation and its Subsidiaries on or prior to the date of this Agreement have been filed and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid and neither the Corporation nor its Subsidiaries is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment of taxes; there is no tax deficiency which has been asserted against the Corporation or its Subsidiaries and all material tax liabilities are adequately provided for in accordance with Canadian generally accepted accounting principles within the financial statements of the Corporation for all periods up to the date of the latest audited balance sheet; there are no assessments or investigations in progress, pending or, to the knowledge of the Corporation, threatened against the Corporation or its Subsidiaries in respect of taxes; there are no Liens for taxes upon the assets of the Corporation or its Subsidiaries;
(cc) each of the Corporation and its Subsidiaries has conducted and is conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business and neither the Corporation nor its Subsidiaries has received any notice of any alleged violation of any such laws, rules and regulations;
(dd) the description of the mineral properties set out in Schedule “A” constitutes an accurate description of the Corporation’s material third party mineral properties (the “ Material Third Party Properties ”) and all material interests held or to be held by the Corporation and its Subsidiaries therein, and the Corporation or its Subsidiaries have a contractual right to receive royalty payments from owners or operators of such Material Third Party Properties as set out in Schedule “A”;
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(ee) the description of the mineral properties set out in Schedule “B” constitutes an accurate description of the Corporation’s material owned mineral properties (the “ Material Owned Properties ”) and all material interests held or to be held by the Corporation and its Subsidiaries therein, and the Corporation and its Subsidiaries control, own or have legal rights to all of the rights, titles and interests materially necessary or appropriate to authorize and enable it to develop, explore, option and sell such interests;
(ff) the Corporation and its Subsidiaries are the absolute legal and beneficial owners of, and have good and marketable title to, all of the Material Owned Properties and assets thereof used by each in connection with its business in such proportionate interests as described in Schedule “B”, and no other rights are necessary for the conduct of the business or operations of the Material Owned Properties as currently conducted; none of the Corporation or its Subsidiaries know of any claim or the basis for any claim that might or could materially and adversely affect the right thereof to use, transfer or otherwise exploit such Material Owned Properties and, except as disclosed in the Public Record, neither the Corporation nor the Subsidiaries have any responsibility or obligation to pay any material commission, royalty, licence fee or similar payment to any person with respect to the Material Owned Properties, or any part thereof;
(gg) each of the Corporation and its Subsidiaries and, to the best of the knowledge of the Corporation, the Corporation’s option and joint venture partners, as the case may be, possesses such permits, licences, approvals, consents and other authorizations issued by Governmental Authorities (collectively, “ Governmental Licences ”) necessary to conduct the business now operated by them and currently proposed to be operated by them with respect to the Material Third Party Properties and the Material Owned Properties, and all such Governmental Licences are valid and existing and in good standing; each of the Corporation, its Subsidiaries and, to the best of the knowledge of the Corporation, the Corporation’s option and joint venture partners, as the case may be, are in compliance in all material respects with the terms and conditions of all such Governmental Licences. In particular, without limiting the generality of the foregoing, the Corporation is not aware of any notice of proceedings relating to the revocation or adverse modification of any Governmental Licences of the Corporation or any of its Subsidiaries, if any, nor has it received notice of the revocation or adverse modification of, or any intention to revoke or modify, any mining claims, groups of claims, exploration rights, concessions or leases relating to any of the Material Third Party Properties or the Material Owned Properties;
(hh) (i) the Corporation does not know of any claim that might or could have a Material Adverse Effect on its right to use, transfer or otherwise exploit its property or assets, and there is no claim that might or could have a Material Adverse Effect on the rights of the Subsidiaries, as applicable, to use, transfer or otherwise exploit their respective rights and interests relating to the Material Third Party Properties and the Material Owned Properties; and (ii) the Corporation and its Subsidiaries do not have any responsibility or obligation to
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pay any material commission, royalty, license fee or similar payment to any person with respect to the Material Third Party Properties and the Material Owned Properties;

(ii) any and all of the agreements and other documents and instruments pursuant to which the Corporation and its Subsidiaries hold the Material Third Party Properties and the Material Owned Properties (including any interest in, or right to earn an interest in, any property), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with their terms, and, to the best of the Corporation’s knowledge, none of the other parties thereto are in default, of any of the material provisions of any such agreements, documents or instruments. None of the Material Third Party Properties or the Material Owned Properties (or any interest in, or right to earn an interest in, any property) is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Public Record;
(jj) with respect to the Material Third Party Properties and the Material Owned Properties: (i) neither the Corporation, its Subsidiaries, nor, to the knowledge of the Corporation, the Corporation’s option and joint venture partners, is in violation of any Environmental Laws, (ii) the Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Corporation’s option and joint venture partners have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Corporation, its Subsidiaries, or, to the knowledge of the Corporation, the Corporation’s option and joint venture partners, and there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings;
(kk) to the knowledge of the Corporation, all mineral exploration activities on the Material Third Party Properties and the Material Owned Properties have been conducted in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(ll) (i) to the knowledge of the Corporation, each of the Corporation and its Subsidiaries is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, “ Employment Laws ”), (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the
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knowledge of the Corporation, threatened with any employee of the Corporation or its Subsidiaries and, to the knowledge of the Corporation, none has occurred during the past year, and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation or its Subsidiaries and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or its Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation’s or its Subsidiaries facilities and none is currently being negotiated by the Corporation or its Subsidiaries;

(mm) no existing supplier, manufacturer or contractor of the Corporation or its Subsidiaries has indicated that it intends to terminate its relationship with the Corporation or its Subsidiaries or that it will be unable to meet the Corporation’s or Subsidiaries’ supply, manufacturing or contracting requirements;
(nn) neither the Corporation nor its Subsidiaries is in default or breach, in any material respect, of any real property lease, and neither the Corporation nor its Subsidiaries has received any notice or other communication from the owner or manager of any real property leased by the Corporation or its Subsidiaries that either the Corporation or its Subsidiaries is not in compliance with any real property lease, and to the knowledge of the Corporation, no such notice or other communication is pending or has been threatened;
(oo) the Corporation’s management has determined that no insurance is necessary for the Corporation or its Subsidiaries in respect of the loss or damage of any of the assets of the Corporation or in respect of its business and operations, other than the insurance maintained by the Corporation covering its directors and officers as the Corporation reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Corporation’s directors and officers; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date; the Corporation has no reason to believe that it will not be able to renew any such insurance as and when such insurance expires;
(pp) each of the Corporation and its Subsidiaries has good and marketable title to all of their respective assets and property and no person has any contract or any right or privilege capable of becoming a right to purchase any personal property from the Corporation or its Subsidiaries;
(qq) other than as disclosed in the Public Record, neither the Corporation nor its Subsidiaries has any loans or other indebtedness outstanding which have been made to or from any of Corporation’s or Subsidiaries’ shareholders, officers, directors or employees or any other person not dealing at arm’s length with the Corporation or its Subsidiaries that are currently outstanding;
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(rr) other than as disclosed in the Public Record, no officer, director, employee or any other person not dealing at arm’s length with the Corporation or its Subsidiaries or, to the knowledge of the Corporation, any associate or affiliate of any such person, owns, has or is entitled to any royalty, net profits interest, carried interest or any other encumbrances or claims of any nature whatsoever which are based on production from the Corporation’s or Subsidiaries’ properties or assets or any revenue or rights attributed to the Corporation’s or Subsidiaries’ properties or assets;
(ss) to the knowledge of the Corporation, no insider of the Corporation has a present intention to sell any securities of the Corporation held by it;
(tt) other than as disclosed in the Public Record, neither the Corporation nor its Subsidiaries has any outstanding debentures, notes, mortgages, or other indebtedness that is material to the Corporation or its Subsidiaries;
(uu) the minute books and corporate records of the Corporation and its Subsidiaries made available to Agents’ Counsel in connection with the Agent’s due diligence investigations are the original minute books and records or true and complete copies of the original minute books and contain copies of all proceedings of the shareholders, the boards of directors and all committees of the boards of directors of each of such entities that have been minuted or resolved and there have been no other meetings, resolutions or proceedings of the shareholders, boards of directors or any committee thereof to the date of review of such corporate records and minute books not reflected in such minute books and other corporate records, other than those which are not material in the context of such entities, as applicable;
(vv) to the knowledge of the Corporation, no Securities Commission, stock exchange or comparable authority has issued any order requiring trading in any of the Corporation’s securities to cease or preventing the distribution of the Offered Securities in any Selling Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending or contemplated;
(ww) AST Trust Company (Canada), at its principal office in the City of Vancouver, has been duly appointed as registrar and transfer agent for the Common Shares;
(xx) AST Trust Company (Canada), at its principal office in the City of Vancouver, has been duly appointed as warrant agent for the Warrants under the Warrant Indenture;
(yy) other than as contemplated by this Agreement, there is no person acting at the request of the Corporation who is entitled to any brokerage or agency fee in connection with the sale of the Offered Securities;
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(zz) there are no shareholders’ agreements, voting agreements, investors’ rights agreements or other agreements in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation or its Subsidiaries or the operations or affairs of the Corporation or its Subsidiaries;
(aaa) the representations and warranties of the Corporation in the Subscription Agreements are, or will be at the Closing Time, true and correct;
(bbb) the Corporation is a reporting issuer in British Columbia and Alberta not in default of any requirement under Applicable Securities Laws; and
(ccc) the information and statements set forth in the Public Record are true, correct and complete in all material respects and did not contain any misrepresentation as of the date of such information or statements.

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

5. Covenants of the Corporation

The Corporation covenants with the Agents that:

(a) prior to the Closing Time, the Corporation shall allow the Agents the opportunity to conduct required due diligence and to obtain, acting reasonably, satisfactory results from such due diligence and in particular, the Corporation shall allow the Agents and Agents’ Counsel to conduct all due diligence which the Agents may reasonably require in order to confirm the Documents and the Public Record are accurate, complete and current in all material respects and to fulfill the Agents’ obligations as a registrant and, in this regard, without limiting the scope of the due diligence inquiries that the Agents may conduct, the Corporation shall make available its senior management, directors and auditors to participate in a due diligence session (the “ Due Diligence Session ”) to answer in person any questions that the Agents may have. The Due Diligence Session shall be held prior to the Closing Date, and the Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide written responses to such questions;
(b) if any of the facts or information underlying or supporting the statement provided in the Due Diligence Session Responses have changed, the Corporation shall provide the Agents with prompt notice of the particulars of any such changes;
(c) it will comply with all the obligations to be performed by it, and all of its covenants and agreements, under and pursuant to the Offering Documents and the Broker Warrant Certificates;
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(d) during the period commencing on the date of this Agreement and ending on the Option Closing Time, it will promptly provide to the Agents, for review by the Agents and Agents’ Counsel, prior to filing or issuance of the same, any proposed public disclosure document, including without limitation, any financial statements of the Corporation, report to shareholders, information circular or any press release or material change report and any press release issued by the Corporation concerning the Offered Securities;
(e) during the period commencing as of the date of this Agreement and ending as of the Closing Time any press release issued by the Corporation concerning the Offered Securities is to include the following or substantially similar legend: “NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.”, provided however, that any press release issued announcing the Closing of the Offering shall not be required to bear such legend;
(f) during the period commencing on the date of this Agreement and ending at the Option Closing Time, promptly notify the Agents in writing of any of the representations or warranties made by the Corporation in this Agreement being no longer true and correct;
(g) during the period commencing on the date of this Agreement and ending on the Option Closing Time, the Corporation will promptly inform the Agents of the full particulars of any material change (actual, anticipated, contemplated or threatened) in the business, affairs, operations, capital or condition (financial or otherwise) of the Corporation or its Subsidiaries or properties or assets of the Corporation or its Subsidiaries; provided, however, that if the Corporation is uncertain as to whether a material change, occurrence or event of the nature referred to in this Section 5(g) has occurred, the Corporation shall promptly inform the Agents of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Agents as to whether the occurrence is of such a nature;
(h) during the period commencing on the date of this Agreement and ending at the Option Closing Time, the Corporation will promptly inform the Agents of the receipt by the Corporation of (i) any communication of a material nature from any Securities Commission or similar regulatory authority, any stock exchange or any other Governmental Authority relating to the Corporation or the distribution of the Offered Securities, and (ii) the issuance by any Securities Commission or similar regulatory authority, any stock exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose;
(i) the Corporation will promptly, and in any event within any applicable time limitation, comply to the reasonable satisfaction of the Agents and Agents’ Counsel with Applicable Securities Laws of the Selling Jurisdictions in which it is
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a reporting issuer with respect to any material change, occurrence or event of the nature referred to in Sections 5(g) and 5(h);

(j) the Corporation will use the net proceeds from the Offering for further exploration purposes, future royalty acquisitions and related project generative activities, and secondarily for general working capital purposes;
(k) as soon as reasonably possible, and in any event by the Closing Date, the Corporation shall take all such steps as may reasonably be necessary to enable the Offered Securities to be offered for sale and sold on a private placement basis to Subscribers in the Selling Jurisdictions through the Agents or any other investment dealers or brokers registered in any of the Selling Jurisdictions by way of the exemptions set forth in Applicable Securities Laws of each of the Selling Jurisdictions;
(l) the Corporation will ensure that all required documentation for the listing of the Unit Shares, Warrant Shares and Broker Warrant Shares, have been filed with the TSX-V on or prior to the Closing Date, subject to the satisfaction of customary listing conditions set out in the conditional approval letter of the TSX-V for the Offering, a copy of which has been made available to the Agents;
(m) the Corporation will ensure the Unit Shares, Warrant Shares and Broker Warrant Shares are listed and posted for trading on the TSX-V on the Closing Date;
(n) the Corporation will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in each of British Columbia and Alberta, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation;
(o) the Corporation will use its commercially reasonable best efforts to maintain the listing of the Common Shares (including those issuable pursuant to the Offering) on the TSX-V or such other recognized stock exchange or quotation system as the Agents may approve, acting reasonably, for a period of at least 24 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation;
(p) the Corporation will not, for a period of 120 days following the Closing Date, directly or indirectly, without the prior written consent of the Lead Agents, on behalf of the Agents, such consent not to be unreasonably withheld, conditioned or delayed, issue, offer, sell, contract to sell, secure, pledge, grant any option, right or warrant to purchase or otherwise lend, transfer or dispose of (or announce any intention to do so) any equity securities of the Corporation or any securities convertible into, or exchangeable or exercisable for, equity securities of the Corporation at a price less than the Issue Price; other than pursuant to: (i) the Offering; (ii) the grant or exercise of stock options and other similar issuances
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pursuant to any stock option plan or similar share compensation arrangements in place prior to the date of this Agreement; (iii) the issuance of Common Shares of the Corporation upon the exercise of convertible securities, warrants, options, or any other commitment or agreement outstanding prior to the date hereof; or (iv) pursuant to the issuance of any Common Shares in connection with a bona fide acquisition; and

(q) prior to the Closing Time, use commercially reasonably efforts to cause each of the officer and directors of the Corporation as the Lead Agents may reasonably require to enter into an undertaking in favour of the Agents, in form and substance satisfactory to the Agents, pursuant to which such person shall agree not to, and will not permit any of his, her or its affiliates (as such term is defined in the Securities Act (British Columbia)) to, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise any securities of the Corporation, or other securities convertible into or exercisable or exchangeable for such first mentioned securities for a period of 120 days after the Closing Date, unless they first obtain the prior written consent of the Lead Agents, on behalf of the Agents, which consent will not be unreasonably withheld or delayed.

6. Conditions to the Agents’ Obligation to Purchase

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

(a) a favourable legal opinion regarding customary corporate and securities law matters dated the Closing Date from Corporation’s Counsel, in form and substance satisfactory to the Agents and the Subscribers, acting reasonably, together with corresponding opinions (where relevant) of local counsel to the Corporation in relation to the laws of the Selling Jurisdictions within Canada in which the Offered Securities are sold and on which Corporation’s Counsel is not qualified to express opinions;
(b) the Agents shall have a received legal opinion addressed to the Agents and the Subscribers, in form and substance satisfactory to the Agents, acting reasonably, in respect of its Subsidiaries (each, a “ Subsidiary Opinion ”) dated as of the Closing Date from the Corporation’s Counsel or local counsel, as applicable, with respect to the following matters, and all such opinions may be subject to customary assumptions, reliance’s and qualifications:
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(i) the incorporation, existence and good standing of such Subsidiary under the laws of its respective jurisdiction of incorporation;
(ii) the authorized capital of such Subsidiary and the ownership thereof;
(iii) that such Subsidiary has all necessary corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own and lease its properties and assets and to conduct its business; and
(iv) such Subsidiary being current with all corporate filings required to be made under its respective jurisdictions of incorporation and all other jurisdictions in which it exists or carries on any material business, and has all necessary licences, leases, permits, authorizations and other approvals necessary to permit it to conduct its respective business as currently conducted;
(c) a certificate (the “ Subsidiary Officer’s Certificate ”) dated as of the Closing Date, as applicable, of each of its Subsidiaries signed by an appropriate officer of its Subsidiaries, addressed to the Agents and their legal counsel, in form and substance satisfactory to the Agents, acting reasonably, certifying for and on behalf of its Subsidiaries and not in their personal capacity that, to the actual knowledge of the person signing such certificate, after having made due and relevant inquiry, as to (i) the corporate good standing, and (ii) as to the authorized capital and ownership thereof, of such Subsidiary;
(d) a certificate of the Corporation dated the Closing Date, addressed to the Agents and signed on the Corporation’s behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Agents, acting reasonably, with respect to the constating documents of the Corporation, all resolutions of the board of directors of the Corporation relating to this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request;
(e) a certificate of the Corporation dated the Closing Date, addressed to the Agents and signed on the Corporation’s behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Agents, acting reasonably, certifying that:
(i) the Corporation has complied with and satisfied all terms and conditions and covenants of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Corporation contained in this Agreement are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement;
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(iii) the Due Diligence Session Responses provided at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(iv) the Corporation has made and/or obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Subscription Agreements, the offering and sale of the Offered Securities and the Broker Warrants, the grant of the Option and the consummation of the other transactions contemplated by this Agreement (subject to completion of filings with certain regulatory authorities following the Closing Date); and
(v) no order, ruling or determination having the effect of suspending the sale or cease trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority;
(f) certificates of status and/or compliance, where issuable under applicable laws, for the Corporation and each of its Subsidiaries, each dated within one Business Day prior to the Closing Date;
(g) a certificate from AST Trust Company (Canada) as to the number of Common Shares issued and outstanding as at the end of Business Day on the date prior to the Closing Date;
(h) a duly executed copy of the Warrant Indenture;
(i)
the Broker Warrant Certificates duly executed by the Corporation;
(j) executed lock-up agreements from each director and officer of the Corporation in favour of the Agents in a form satisfactory to the Agents as required pursuant to Section 5(q) of this Agreement;
(k) Subscription Agreements having been executed, endorsed or authenticated, as applicable, and delivered by the parties thereto in form and substance satisfactory to the Agents, acting reasonably;
(l) satisfactory evidence that all requisite approvals have been obtained by the Corporation in order to complete the Offering, including evidence of the approval (or conditional approval) of the listing and posting for trading of the Unit Shares,
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Warrant Shares and Broker Warrant Shares on the TSX-V, subject only to satisfaction by the Corporation of standard listing conditions; and

(m) such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Agents or Agents’ Counsel shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

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

7. Deliveries and Compensation

The sale of the Offered Securities and the delivery of the Broker Warrants shall be completed at the Closing Time and the Option Closing Time, if applicable, at the offices of Corporation’s Counsel in Vancouver, British Columbia, or at such other place as the Corporation and the Agents may agree. At the Closing Time, and the Option Closing Time, if applicable, the Corporation shall deliver to the Agents:

(a) the opinions, certificates and agreements referred to in Section 6 and all other documents required to be provided by the Corporation to the Agents pursuant to this Agreement and the Subscription Agreements;
(b) definitive certificates representing the Unit Shares and the Warrants purchased from the Corporation registered in the name of “CDS & Co.” or in such other name or names as the Agents may direct the Corporation in writing not less than 48 hours prior to the Closing Time; provided that, alternatively, if requested by the Agents at the Closing Time, the Corporation shall duly and validly deliver in uncertificated form to the Agents, or in any manner directed by the Agents in writing, the Units, comprised of the Unit Shares and Warrants, purchased from the Corporation, registered in the name of “CDS & Co.” or such other name or names as the Agents may direct the Corporation in writing not less than 48 hours prior to the Closing Time;
(c) duly executed Broker Warrant Certificates;
(d) the Corporation’s receipt for payment by the Agents of an amount equal to the aggregate purchase price for the Offered Securities sold pursuant to the Offering, less an amount equal to the Agents’ Fee and the costs and expenses of the Agents provided for in Section 9; and
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(e) such further documentation as may be contemplated by this Agreement or as Agents’ Counsel or the applicable regulatory authorities may reasonably require;

against:

(f) all duly completed Subscription Agreements tendered by the Subscribers for the Offered Securities being issued and sold and, where applicable, all completed forms, schedules and certificates contemplated by the Subscription Agreements;
(g) a wire transfer of immediately available funds in an amount equal to the aggregate purchase price for the Offered Securities sold pursuant to the Offering, less an amount equal to the Agents’ Fee and the costs and expenses of the Agents provided for in Section 9; and
(h) the Agents’ receipt for the Agents’ Fee and costs and expenses.

8. Closing of the Option

(a) Written Notice of Exercise . The Option may be exercised for a period of 30 days from and including the Closing Date of the Units. The Lead Agents, on behalf of the Agents, shall provide the Option Notice to the Corporation of their election to exercise the Option, which notice will set forth: (i) the aggregate number of Option Units to be sold; and (ii) the closing date for the exercise of the Option, provided that such Closing Date shall not be less than two Business Days and no more than seven Business Days following the date of such notice, and in any event not later than the 30th day following the Closing Date and not earlier than the Closing Date.
(b) Closing . The purchase, sale and delivery of the Option Units, if required, shall be completed at such time and place as the Agents and the Corporation may agree, and in accordance with the registration and delivery instructions set forth in Section 7 above; provided, however, that any obligation of the Corporation to settle Units, Unit Shares or Warrants electronically through the Canadian Depository for Securities (“CDS”) would depend on the ability of the Corporation to obtain a new CUSIP/ISIN from CDS within the prescribed time period without incurring rush fees.
(c) Deliveries . The applicable terms, conditions and provisions of this Agreement (including the provisions of Section 6 relating to closing deliveries) shall apply mutatis mutandis to the Closing of the issuance of any Option Units pursuant to any exercise of the Option and any references to Closing Date or Closing Time in Section 6 shall be read so as to mean the Option Closing Date and Option Closing Time, respectively, as the context requires; provided, however, that any obligation of the Corporation to settle Units, Unit Shares or Warrants electronically through CDS would depend on the ability of the Corporation to obtain a new CUSIP/ISIN from CDS within the prescribed time period without incurring rush fees.
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9. Expenses

The Corporation will pay all of its own expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Units; (ii) the fees and expense of the Corporation’s Counsel; and (iii) all costs incurred in connection with the preparation of documentation relating to the Offering. In addition, the Corporation will reimburse the Agents for their reasonable and documented out-ofpocket expenses in connection with the Offering (excluding legal fees and disbursements of Agents’ Counsel) up to a maximum of $10,000 and reasonable fees of the Agents’ Counsel up to a maximum of $50,000 (excluding applicable taxes and disbursements). All fees and expenses incurred by the Agents or on their behalf that are payable by the Corporation in accordance with this Section 9 shall be payable by the Corporation immediately upon receiving an invoice therefor from the Agents and shall be payable whether or not the Offering is completed. Such fees and expenses incurred up to the Closing Date shall be payable by the Corporation out of its general funds on the Closing Date.

For the avoidance of doubt, the services provided by the Agents in connection with this Agreement will not be subject to the Goods and Services Tax or Harmonized Sales Tax (“ GST ”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Agents’ Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the Agents.

10. Rights of Termination

(a) Each Agent shall be entitled to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at or prior to the Closing Time if:
(i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors or principal shareholders of the Corporation where wrong-doing is alleged or any order is issued under or pursuant to any statute of Canada or any province of Canada or any statute of the United States or any state or any other governmental department, commission, board, bureau, agency or instrumentality, including without limitation, any securities regulatory authority in relation to the Corporation or any of its securities, which, in the opinion of the Agents (or any one of them), operates to prevent or restrict the distribution or trading of the Offered Securities;
(ii) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, pandemic, war or act of terrorism of national or international consequence or any new or change in any law or regulation which, in the opinion of the Agents (or any one of them) materially adversely affects or involves, or will materially adversely affect or involve, the financial markets or the
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business, operations or affairs of the Corporation and its Subsidiaries, taken as a whole or the market price or value of the securities of the Corporation (including the Units);

(iii) the state of financial markets in Canada, the United States, the United Kingdom or elsewhere where it is planned to market the Offered Securities is such that, in the reasonable opinion of the Agents (or any one of them), the Offered Securities cannot be marketed profitably;
(iv) there shall have occurred any material change or change in a material fact or the Agents shall discover any previously undisclosed material fact which in the reasonable opinion of the Agents (or any one of them) would be expected to have a Material Adverse Effect on the market price or value of the securities of the Corporation (including the Common Shares) or a material adverse change or Material Adverse Effect on the business or affairs of the Corporation;
(v) the Corporation is in breach of a material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect;
(vi) any order to cease, halt or suspend trading (including an order prohibiting communications with persons in order to obtain expressions of interest) in the securities of the Corporation prohibiting or restricting the Offering is made or threatened by a Governmental Authority or Securities Commission; and
(vii) the Agents are not satisfied, in their sole discretion, acting reasonably, with the completion of their due diligence investigations.
(b) The Corporation agrees that all terms and conditions in Section 6 shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with, and that any breach or failure by the Corporation to comply with any such conditions shall entitle one or more of the Agents to terminate their obligations under this Agreement to arrange for the purchase and sale of the Offered Securities by notice to that effect given to the Corporation at any time at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. The Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Agents only if such waiver or extension is in writing and signed by the Agents.
(c) Exercise of Termination Rights
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The rights of termination contained in Sections 10(a) and 10(b) may be exercised by any one of the Agents and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the applicable Agent to the Corporation or on the part of the Corporation to such Agent, except in respect of any liability which may have arisen prior to or arise after such termination under Sections 9, 11 and 12.

11. Indemnity

(a) Rights of Indemnity

The Corporation agrees to indemnify and save harmless the Agents and their subsidiaries, affiliates, directors, officers, employees, shareholders/unitholders and agents from and against all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several (including without limitation any legal fees or other expenses reasonably incurred by such persons in connection with defending or investigating any of the above, which legal fees and other expenses the Corporation shall reimburse such persons for forthwith upon demand), but excluding any loss of profits and other consequential damages, in any way caused by, or arising directly or indirectly from, this Agreement, the Offering, or in consequence of:

(i) any information or statement contained in the Subscription Agreements, the Documents or the Public Record, which is or is alleged to be untrue or any omission or alleged omission to provide any information or state any fact the omission of which makes or is alleged to make any such information or statement untrue or misleading in light of the circumstances in which it was made;
(ii) any misrepresentation or alleged misrepresentation contained in the Offering Documents, the Documents or the Public Record;
(iii) any prohibition or restriction of trading in the securities of the Corporation or any prohibition or restriction affecting the distribution of the Offered Securities imposed by any competent authority if such prohibition or restriction is based on any misrepresentation or alleged misrepresentation of a kind referred to in Section 11(a)(ii);
(iv) any order made or any inquiry, investigation (whether formal or informal) or other proceeding commenced or threatened by any one or more competent authorities (not based upon the activities or the alleged activities of the Agents or their selling group members, if any) relating to or materially affecting the trading or distribution of the Offered Securities; or
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(v) any breach of, default under or non-compliance by the Corporation with any representation, warranty, term or condition of the Offering Documents or any requirement of Applicable Securities Laws.

(b)

Notification of Claims

If any matter or thing contemplated by Section 11(a) (any such matter or thing being referred to as a “ Claim ”) is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the “ Indemnified Party ”) will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation’s liability only to the extent that the Corporation is materially prejudiced by that failure). The Corporation shall assume the defence of any suit brought to enforce such Claim, provided, however, that:

(i) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably; and
(ii) no settlement of any such Claim or admission of liability may be made by the Corporation without the prior written consent of the Indemnified Party, acting reasonably, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party.

(c)

Right of Indemnity in Favour of Others

With respect to any Indemnified Party who is not a party to the Offering Documents, the Agents shall obtain and hold the rights and benefits of this Section 11 in trust for and on behalf of such Indemnified Party.

(d)

Retaining Counsel

In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his, her or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless:

(i) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel;
(ii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Corporation and the representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them; or
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(iii) the Corporation shall not have retained counsel within seven Business Days following receipt by the Corporation of notice of any such Claim from the Indemnified Party.

(e)

Indemnity Unavailable

The indemnity provisions in this Section 11 and the contribution provisions in Section 12 shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(i) the Agents and/or an Indemnified Party have been grossly negligent or have committed any fraudulent act in the course of such performance; and
(ii) the expenses, losses, fees, claims, actions, damages, obligations or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence or fraud referred to in (i).

12. Contribution

(a) Rights of Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 11 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Agents or enforceable otherwise than in accordance with its terms, the Corporation and the Agents shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits) of a nature contemplated by Section 11 in such proportions so that the Agents shall be responsible for the portion represented by the percentage that the aggregate Agents’ Fee bears to the aggregate offering price of the Offered Securities being sold by the Corporation and the Corporation shall be responsible for the balance, whether or not they have been sued together or sued separately, provided, however, that:

(i) the Agents shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Agents’ Fee actually received by the Agents from the Corporation under this Agreement; and
(ii) no party who has engaged in any fraud or gross negligence shall be entitled to claim contribution from any person who has not engaged in such fraud or gross negligence.

(b) Rights of Contribution in Addition to Other Rights

The rights to contribution provided in this Section 12 shall be in addition to and not in derogation of any other right to contribution which the Agents may have by statute or otherwise at law.

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(c) Calculation of Contribution

If the Corporation may be held to be entitled to contribution from the Agents under the provisions of any statute or at law, the Corporation shall be limited to contribution in an amount not exceeding the lesser of:

(i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Agents are responsible, as determined in Section 12(a); and
(ii) the amount of the Agents’ Fee actually received by the Agents from the Corporation under this Agreement.

(d) Notice

If the Agents have reason to believe that a claim for contribution may arise, they shall give the Corporation notice of such claim in writing, as soon as reasonably possible, but failure to notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Agents under this Section 12.

(e) Right of Contribution in Favour of Others

With respect to this Section 12, the Corporation acknowledges and agrees that the Agents are contracting on their own behalf and as agent for their affiliates, directors, officers, employees and agents.

(f) Remedy Not Exclusive

The remedies provided for in this Section 12 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any party at law or in equity.

13. Survival of Representations and Warranties

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

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14. Severability

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

15. Time

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

16. Governing Law

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

17. Notice

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

If to the Corporation, addressed and sent to:

Ely Gold Royalties Inc Suite 2833, 595 Burrard Street Vancouver, BC V7X 1K8 Attention: Trey Wasser, President & Chief Executive Officer Email: [REDACTED]

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

Norton Rose Fulbright Canada LLP 510 W Georgia St Suite 1800 Vancouver, BC V6B 0M3 Attention: David Hunter Email: [REDACTED]

If to the Agents, addressed and sent to:

Clarus Securities Inc. 130 King Street W., Suite 3640, P.O. Box 38 Toronto, Ontario M5X 1A9

Attention: Robert Orviss, Managing Director, Investment Banking Email: [REDACTED]

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and to:

Mackie Research Capital Corp. 199 Bay St Toronto, Ontario J4Y 0K7

Attention: Managing Director Email: [REDACTED]

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

Borden Ladner Gervais LLP 22 Adelaide Street West Toronto, Ontario M5H 4E3 Attention: Andrew Powers Email: [REDACTED]

or to such other address as any of the parties to this Agreement may designate by giving notice to the others in accordance with this Section 17. Each notice shall be personally delivered to the addressee or sent by email to the addressee. A notice which is personally delivered or delivered by email shall, if delivered prior to 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

18. Lead Agents as Trustees

The Corporation acknowledges and agrees that it is the intention of the parties to this Agreement and the Corporation hereby constitutes each of the Lead Agents as trustee for each of the Subscribers in respect of each of the covenants, agreements and representations and warranties of the Corporation contained in this Agreement and each of the Lead Agents shall be entitled, as trustee, in addition to any rights of the Subscribers, to enforce such covenants, agreements and representations and warranties on behalf of the Subscribers.

19. Counterparts

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile and all such counterparts shall together constitute one and the same agreement.

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

Yours very truly,

CLARUS SECURITIES INC.

“Robert Orviss”

Robert Orviss Managing Director, Investment Banking

MACKIE RESEARCH CAPITAL CORP.

“David Greifenberger”

David Greifenberger Managing Director

POWERONE CAPITAL MARKETS LTD.

“Pat DiCapo”

Pat DiCapo Managing Director

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

ELY GOLD ROYALTIES INC.

By: “Trey Wasser” Trey Wasser President & Chief Executive Officer

SCHEDULE “A”

MATERIAL THIRD PARTY PROPERTIES

Material Third Party Properties

Project Name	Property Interest	Asset Class	Work Status	Operator	Ely Gold Subsidiary	Property Ownership	Ely Property Ownership	Royalty	2020 Est Payment	Payment Type
Jerritt Canyon	100%	Key Asset	Production	Jerritt Canyon Gold LLC	Nevada Select	Operator	Royalty Assignment	PTR	$278,000	Per Ton
Jerritt Canyon	100%	Key Asset	Production	Jerritt Canyon Gold LLC	Nevada Select	Operator	Royalty Deed	0.50%	$1,066,000	Royalty
Rawhide	100%	Key Asset	Production	Rawhide Mining LLC	Nevada Select	Operator	Royalty Deed	15.00%	$333,000	Net Profits
Fenelon	100%	Key Asset	Permitting	Wallbridge Mining	Ely Gold	Operator	Royalty Deed	2.00%	$666,000	Royalty
Lincoln Hill	100%	Key Asset	Permitting	Coeur Mining	Nevada Select	Assignor	Royalty Assignment	1.00%	$20,000	Lease/AMR
Gold Rock	100%	Key Asset	Development	Fiore Exploration	Nevada Select	Operator	Royalty Deed	0.50%	None	Royalty
Isabella Extension	100%	Dev Asset	Drilling	Gold Resource	Nevada Select	Operator	Royalty Deed	2.50%	None	Royalty
County Line	100%	Dev Asset	Exploration	Gold Resource	Nevada Select	Operator	Royalty Deed	3.00%	None	Royalty
Mina Gold	100%	Dev Asset	Drilling	Gold Resource	Nevada Select	Operator	Royalty Deed	3.00%	None	Royalty
Big 10 (Danbo)	100%	Exp Asset	Drilling	VR Resources	Nevada Select	Operator	Royalty Deed	3.00%	None	Royalty
Big 10 (Amsel)	100%	Exp Asset	Drilling	VR Resources	Nevada Select	Operator	Royalty Deed	2.00%	None	Royalty

SCHEDULE “B”

MATERIAL OWNED PROPERTIES

	Material Owned Properties	Material Owned Properties	Material Owned Properties	Material Owned Properties	Material Owned Properties	Material Owned Properties	Material Owned Properties	Material Owned Properties	Material Owned Properties	Material Owned Properties	Material Owned Properties
Project Name	Property Interest	Asset Class	Work Status	Operator	Ely Gold Subsidiary	Property Ownership	Ely Property Ownership	Current Property Status	Royalty	2020 Est Payment	Payment Type
Isabella Pearl	25%	Key Asset	Production	Gold Resource	Nevada Select	Ely Gold	Mineral Deed	Leased to Operator	3.00%	$250,000	Royalty
Marigold	50%	Key Asset	Production	SSR Mining	Ren Royalties	Ely Gold	Mineral Deed	Leased to Operator	0.75%	$78,300	Lease/AMR
REN	50%	Key Asset	Development	Nevada Gold Mines	Ren Royalties	Ely Gold	Mineral Deed	Leased to Operator	3.00%	$478,000	Lease/AMR
REN NPI	100%	Key Asset	Development	Nevada Gold Mines	Ren Royalties	Ely Gold	Mineral Deed	Leased to Operator	3.50%	None	Net Profits
Hog Ranch	50%	Key Asset	Permitting	REX Minerals Ltd	Nevada Select	Ely Gold	Mineral Deed	Leased to Operator	3.00%	$40,000	Lease
Pilot Mountain	100%	Dev Asset	Permitting	Thor Mining	Nevada Select	Ely Gold	Mineral Deed	Leased to Operator	2.00%	$40,000	Lease
Rodeo Creek	100%	Dev Asset	Exploration	Premier Gold	Nevada Select	Ely Gold	Mineral Deed	Optioned to Operator	2.00%	$50,000	Option
War Eagle	100%	Dev Asset	Drilling	Integra Resources	Nevada Select	Ely Gold	State Lease	Optioned to Operator	1.00%	$20,000	Option
Lone Tree	50%	Dev Asset	Exploration	Nevada Gold Mines	Ren Royalties	Ely Gold	Mineral Deed	Leased to Operator	3.00%	$7,500	Lease/AMR
Pinson	50%	Dev Asset	Exploration	Nevada Gold Mines	Ren Royalties	Ely Gold	Mineral Deed	Leased to Operator	3.00%	$21,000	Lease/AMR
Carlin	50%	Dev Asset	Exploration	Nevada Gold Mines	Ren Royalties	Ely Gold	Mineral Deed	Leased to Operator	3.00%	$10,800	Lease/AMR
Gold Canyon	100%	Dev Asset	Exploration	McEwen Mining	Nevada Select	Ely Gold	Mineral Deed	Optioned to Operator	2.00%	$112,500	Option
Tonopah West	100%	Exp Asset	Drilling	Blackrock Gold	Nevada Select	Ely Gold	Mineral Deed	Optioned to Operator	3.00%	$325,000	Option
Green Springs	100%	Exp Asset	Drilling	Contact Gold	DHI Minerals (US)	Ely Gold	Mineral Deed	Optioned to Operator	1.00%	$50,000	Option