SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT is made effective the 31st day of March, 2025.

AMONG:

Q-GOLD RESOURCES LTD.,
a corporation existing under the laws of Canada, having an office at 198 Davenport Road, Toronto, Ontario M5R 1J2
(hereinafter referred to as the “Purchaser”)
- and -

0975828 B.C. LTD.,
a corporation existing under the laws of the Province of British Columbia having a registered office at 1600-925 West Georgia Street, Vancouver, British Columbia V6C 3L2
(hereinafter referred to as “Quartz Mountain”)
- and -

ALAMOS GOLD INC.,
a corporation existing under the laws of the Province of Ontario having a registered office at Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario, M5J 2T3
(hereinafter referred to as the “Shareholder”)

WHEREAS:

A. The Shareholder is the legal and beneficial owner of all of the issued and outstanding common shares (the “Quartz Mountain Shares”) in the capital of Quartz Mountain;
B. Quartz Mountain is the sole shareholder of Orsa Ventures Corp., (“Orsa”) a corporation existing under the laws of the Province of British Columbia, which is the sole shareholder of Quartz Mountain Gold Ltd., (“QM Gold”, and collectively with Orsa, the “QM Subsidiaries”) a corporation existing under the laws of the state of Nevada that owns the Quartz Mountain project, a later stage mineral exploration project located in south-central Oregon (the “Quartz Mountain Project”);
C. The Purchaser has agreed to purchase all of the outstanding Quartz Mountain Shares (the “Transaction”) from the Shareholder on the terms and conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I. INTERPRETATION

Section 1.01 Definitions

In this Agreement, unless otherwise defined, capitalized words and terms shall have the following meanings:

(a) “12-Month Payment” has the meaning set forth in Section 2.02(a)(iii);

(b) “24-Month Payment” has the meaning set forth in Section 2.02(a)(iv);

(d) “Agreement” means this share exchange agreement as the same may be supplemented or amended from time to time;

(e) “Alternative Transaction” means any of the following (and excludes the transactions contemplated by this Agreement): (a) any merger, amalgamation, arrangement, share exchange, take-over bid, tender offer, recapitalization, consolidation or other business combination directly involving Quartz Mountain or the Purchaser, or any analogous transaction (but excluding any analogous transaction with respect to Shareholder); (b) any acquisition of all or substantially all of the assets of Quartz Mountain or the Purchaser (or any lease, long-term supply agreement or exchange or other arrangement having a similar economic effect); (c) any acquisition of beneficial ownership of 50% or more of Quartz Mountain’s or the Purchaser’s common shares in a single transaction or a series of related transactions; (d) solely with respect to Quartz Mountain, any sale by Quartz Mountain of any material assets, including the Quartz Mountain Project, or capital stock of another person (other than acquisitions of capital stock or assets of any other person that are not, individually or in the aggregate, material to Quartz Mountain); or (e) public announcement of an intention to, do any of the foregoing on or before the Termination Date;

(f) “Anniversary Payments” has the meaning set forth in Section 2.02(a)(iv);

(g) “Applicable Laws” means all applicable statutes, codes, ordinances, decrees, notices, policies, rules, regulations, municipal by-laws, legislation of any kind whatsoever of any Governmental Authority having jurisdiction over the transactions contemplated hereby, judicial or arbitral administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, or any provision of the foregoing, including general principles of common and civil

law and equity, binding on or affecting the person referred to in the context in which such word is used; and “law” means any one of them;

(h) “Books and Records” means all technical, business and financial records, financial books and records of account, books, data, reports, files, lists, drawings, plans, logs, briefs, customer and supplier lists, deeds, certificates, contracts, surveys, title opinions or any other documentation and information in any form whatsoever (including written, printed, electronic or computer printout form) relating to a corporation and its business;

(i) “Business Day” means a day which is not a Saturday, Sunday or a statutory holiday in the province of Ontario;

(j) “Closing” means the completion of the Transaction in accordance with the terms and conditions of this Agreement;

(k) “Closing Date” means the date of Closing, which shall be the third Business Day following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the Transaction (other than conditions that are satisfied with respect to actions the respective parties will take at the Closing itself), or such earlier or later date as the Purchaser and Quartz Mountain may mutually determine;

(l) “Common Shares” means common shares without par value in the capital of the Purchaser;

(m) “Contracts” (individually, a “Contract”) means all written or oral outstanding contracts and agreements, leases (including the real property leases (but excluding any mineral or mining lease), third-party licenses, insurance policies, deeds, indentures, instruments, entitlements, commitments, undertakings and orders made by or to which a party is bound or under which a party has, or will have, any rights or obligations and includes rights to use, franchises, license and sub-licenses agreements and agreements for the purchase and sale of assets or shares;

(n) “Corporate Records” means the corporate records of a corporation, including (i) its articles, notice of articles or other constating documents, any unanimous shareholders agreement and any amendments thereto; (ii) all minutes of meetings and resolutions of shareholders, directors and any committee thereof; (iii) the share certificate books, register of shareholders, register of transfers and registers of directors and officers; and (iv) all accounting records;

(o) “Disclosed” means, in the case of the Shareholder and Quartz Mountain, fairly disclosed in writing to the Purchaser prior to the date of this Agreement (with sufficient details to identify the nature and scope of the matter disclosed), and, in the case of the Purchaser, fairly disclosed in writing to Quartz Mountain and the Shareholder prior to the date of this Agreement (with sufficient details to identify the nature and scope of the matter disclosed);

(p) “Disposal” means any disposal by any means, including dumping, incineration, spraying, pumping, injecting, depositing or burying;

(q) “Escrow Agent” means such person as the Parties may appoint to act as escrow agent in relation to the Payment Shares;

(r) “Environment” means the air, surface water, ground water, body of water, any land (including surface land and sub-surface strata), soil or underground space, all living organisms and the interacting natural systems that include components of the air, land, water and inorganic matters and living organisms, and the environment or natural environment as defined in any Environmental Law, and “Environmental” shall have a corresponding meaning;

(s) “Environmental Law” means any all Applicable Laws relating to the protection of the Environment including those relating to the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, Release or Disposal of any Hazardous Substance;

(t) “Environmental Notice” means any written directive, investigation, proceeding, letter or other written communication from any Governmental Authority relating to non-compliance or potential non-compliance with or breach of or potential breach of any Environmental Law;

(u) “FS Payment” has the meaning set forth in Section 2.02(a)(vi);

(v) “GAAP” means generally accepted accounting principles in Canada (and, if applicable, includes IFRS);

(w) “Governmental Authority” means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, court, tribunal, commission, board or agency, domestic or foreign, or (b) regulatory authority, including any securities commission, or stock exchange, including the TSXV or the TSX;

(x) “Hazardous Substance” means, collectively, petroleum, any petroleum product, any radioactive material (including radon gas), explosive or flammable materials, asbestos in any form, urea-formaldehyde foam insulation, and polychlorinated biphenyls, any pollutant, contaminant, waste, hazardous substance, hazardous material, hazardous waste, toxic substance, dangerous substance, dangerous good, restricted hazardous waste, toxic substance or a source of contamination, as defined or identified in any Environmental Law;

(y) “IFRS” means International Financial Reporting Standards;

(z) “IP” means any and all intellectual property or proprietary rights arising at law or in equity, including, without limitation, (i) patents, all patent rights and all patent rights and all applications therefor and all reissues, re-examinations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions

(whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, mask works and mask work registrations and applications therefor, author’s rights and works of authorship, (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary and manufacturing processes, technology, formulae, and algorithms, (vi) trade names, trade dress, trademarks, domain names, service marks, logos, business names, and registrations and applications therefor, (vii) industrial designs or design patents, whether or not patentable or registrable, patented or registered or the subject of applications for registration or patent or registration and all rights of priority, applications, continuations, continuations-in-part, divisions, re-examinations, reissues and other derivative applications and patents therefor, (viii) licenses, contacts and agreements otherwise relating to the IP, and (ix) the goodwill symbolized or represented by the foregoing;

(aa) “JV Agreement” means the joint venture agreement dated January 25, 2011 initially between Golden Predator Mines US Inc. and Seabridge Gold Corporation, with the interest of Golden Predator Mines US Inc. assigned to QM Gold on March 7, 2013;

(bb) “Lease” means the lease agreement dated as of October 11, 2014, as subsequently extended, between QM Gold and Lake County, a political subdivision of the state of Oregon, with respect to the use of an office and storage space on the property of the Quartz Mountain Project;

(cc) “Lien” means any mortgage, encumbrance, charge, pledge, hypothecation, 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;

(dd) “Material Adverse Effect” means (i) any change, effect, fact, circumstance or event which, individually or when taken together with any other changes, effects, facts, circumstances or events, could reasonably be expected to be materially adverse to the assets, liabilities, condition (financial or otherwise), business, properties or results of operation of the Purchaser or Quartz Mountain, as applicable, or (ii) a material impairment of or delay in the ability of the parties (or any one of them) to perform their obligations hereunder or consummate the Transaction provided however that no change, effect, circumstance or event, arising from or relating to any of the following, shall be deemed to constitute a Material Adverse Effect or shall be taken into account in determining whether a Material Adverse Effect has occurred: (A) any change or condition generally affecting the mining industry; (B) the state of the securities, credit, banking, capital or commodity markets in general; (C) any change in the price of commodities; (D) any change relating to the rate at which any currency can be exchanged for any other currency; (E) general political, economic or financial conditions, including in

Canada or the United States; (F) any adoption, implementation, change or proposed change in Applicable Laws or IFRS (or in any interpretation of Applicable Laws or IFRS); (G) any natural disaster, terrorist attack, armed hostilities, military conflicts, or any governmental response to any of the foregoing; (H) the announcement of the execution of this Agreement or the implementation of any of the transactions contemplated herein; or (I) except in the case of clauses (A), (E) or (G), where such change, effect, circumstance or event has a materially disproportionate effect on Quartz Mountain on the one hand or the Purchaser on the other hand, as the case may be, relative to comparable companies operating in the mining industry in the same jurisdiction;

(ee) “Material Contract” means any Contract to which a person is a party and which is material to such person, including any Contract: (i) the termination of which would have a Material Adverse Effect on such person; (ii) any contract which would result in payments to or from such person or its subsidiaries (if any) in excess of one hundred thousand dollars ($100,000), whether payable in one payment or in successive payments; (iii) any agreement or commitment relating to the borrowing of money or to capital expenditures; and (iv) any agreement or commitment not entered into in the ordinary course of business;

(ff) “material fact” shall have the meaning ascribed to it in the Securities Act (Ontario);

(gg) “Milestone Payments” has the meaning set forth in Section 2.02(a)(vii);

(hh) “Option Agreement” means the option agreement dated October 17, 2011 between Seabridge Gold Inc., Seabridge Gold Corporation and Orsa, as subsequently amended on February 13, 2012 between Seabridge Gold Inc, Seabridge Gold Corporation, Orsa and Orsa Minerals Ltd. (now QM Gold).

(ii) “Orsa” has the meaning set forth in the recitals of this Agreement;

(jj) “Payment Shares” has the meaning set forth in Section 2.02;

(kk) “Permitted” means the principal mining and environmental permits necessary for the construction and operation of a mine on the Quartz Mountain Project are in effect and have been granted by the applicable governmental authority;

(ll) “Permitting Payment” has the meaning set forth in Section 2.02(a)(vii);

(mm) “person” includes an individual, sole proprietorship, partnership, limited partnership, unincorporated association or organization, unincorporated syndicate, body corporate, trust, trustee, executor, administrator, legal representative of the Crown or any agency or instrumentality thereof;

(nn) “Purchase Price” has the meaning set forth in Section 2.02(a);

(oo) “Purchased Shares” means all of the Quartz Mountain Shares purchased by the Purchaser pursuant to this Agreement;

(pp) “Purchaser Financial Statements” has the meaning set forth in Section 5.01(l);
(qq) “Purchaser Material Contracts” has the meaning set forth in Section 5.01(s);
(rr) “QM Gold” has the meaning set forth in the recitals of this Agreement;
(ss) “QM Subsidiaries” has the meaning set forth in the recitals of this Agreement;
(tt) “Quartz Mountain Financial Statements” has the meaning set forth in Section 5.03(j);
(uu) “Quartz Mountain” has the meaning set forth in the first page of this Agreement;
(vv) “Quartz Mountain Feasibility Study” means a detailed report, prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, containing a description and analysis of the methods and costs of bringing a mine to production on the Quartz Mountain Project, and in a form and substance for presentation to institutional lenders considering financing construction of a mine on the Quartz Mountain Project;
(ww) “Quartz Mountain Material Contracts” has the meaning set forth in Section 5.03(v);
(xx) “Quartz Mountain Project” has the meaning set forth in the recitals of this Agreement;
(yy) “Quartz Mountain Shares” has the meaning set forth in the recitals of this Agreement;
(zz) “Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandoning, disposing or allowing to escape or migrate of any Hazardous Substance into or through the Environment or as defined in any Environmental Law;
(aaa) “Remedial Order” means any order issued, filed or imposed under any Environmental Law and includes any order of a Governmental Authority requiring any remediation or clean-up of any Hazardous Substance, or requiring that any Release or Disposal be reduced or eliminated;
(bbb) “Regulation S” means Regulation S under the U.S. Securities Act;
(ccc) “Securities Laws” means the securities legislation having application, the regulations and rules thereunder and all administrative policy statements, instruments, blanket orders, notices, directions and rulings issued or adopted by the applicable securities regulatory authority, all as amended;
(ddd) “SEDAR+” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

(eee) “Shareholder” has the meaning set forth in the first page of this Agreement;

(fff) “Tax” means any tax, impost, levy, withholding, duty, fee, premium, assessment and other charge of any kind, however denominated and any instalment or advance payment in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Authority, including for greater certainty any income, gain or profit tax (including federal, state, provincial and territorial income tax), payroll and employee withholding tax, employment or payroll tax, unemployment insurance, disability tax, social insurance tax, social security contribution, sales and use tax, consumption tax, customs tax, ad valorem tax, excise tax, goods and services tax, harmonized sales tax, franchise tax, gross receipts tax, capital tax, business license tax, alternative minimum tax, estimated tax, abandoned or unclaimed (escheat) tax, occupation tax, real and personal property tax, stamp tax, environmental tax, transfer tax, severance tax, workers’ compensation, Canada and other government pension plan premium or contribution and other governmental charge, and other obligations of the same or of a similar nature to any of the foregoing, together with any interest, penalties or other additions to tax that may become payable in respect of such tax, and any interest in respect of such interest, penalties and additions whether disputed or not, and “Taxes” has a corresponding meaning;

(ggg) “Tax Act” means the Income Tax Act (Canada);

(hhh) “Tax Election Form” has the meaning set forth in Section 2.03.

(iii) “Tax Election Provision” has the meaning set forth in Section 2.03.

(jjj) “Tax Return” means all returns, declarations, designations, forms, schedules, reports, elections, notices, filings, statements (including withholding tax returns and reports and information returns and reports) and other documents of every nature whatsoever filed or required to be filed with any Governmental Authority with respect to any Tax together with all amendments and supplements thereto;

(kkk) “Termination Date” means May 20, 2025 or such later date as may be agreed in writing between the Purchaser and Quartz Mountain;

(lll) “Time of Closing” means 10:00 a.m. (Toronto time) on the Closing Date, or such other time as the parties may mutually determine;

(mmm) “Transaction” has the meaning set forth in the recitals of this Agreement;

(nnn) “TSX” means the Toronto Stock Exchange;

(ooo) “TSXV” means the TSX Venture Exchange Inc.;

(ppp) “United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(qqq) “U.S. Person” means a U.S. person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act; and
(rrr) “U.S. Securities Act” means the United States Securities Act of 1933, as amended.

Section 1.02 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of the United States unless otherwise specified.

Section 1.03 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article or a Section refers to the specified Article or Section of this Agreement.

Section 1.04 Number, etc.

Unless the subject matter or context requires the contrary, words importing the singular number only shall include the plural and vice versa; words importing the use of any gender shall include both genders and words importing persons shall include natural persons, firms, trusts, partnerships and corporations.

Section 1.05 Date for Any Action

In the event that any date on which any action is required or permitted to be taken hereunder by any person is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Section 1.06 Statutory References

Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute in force from time to time and any statute, regulation or rule that supplements or supersedes such statute, regulation or rule.

Section 1.07 Accounting Principles

Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be the International Financial Reporting Standards or the Canadian generally accepted accounting principles, as applicable, approved by the International Accounting Standards Board or the Canadian Institute of Chartered Accountants, as the case may be, or any successor thereto, applicable as at the date on which a calculation is made or required to be made in accordance with generally accepted accounting principles.

Section 1.08 Knowledge

(a) Any reference herein to “the knowledge of the Purchaser” (or similar expressions) will be deemed to mean the actual knowledge of any director or executive officer

of the Purchaser, together with the knowledge such person would have had if they had conducted a reasonably diligent inquiry into the relevant subject matter.

(b) Any reference herein to “the knowledge of Quartz Mountain” (or similar expressions) will be deemed to mean the actual knowledge of any director or executive officer, together with the knowledge such person would have had if they had conducted a reasonably diligent inquiry into the relevant subject matter.

(c) Any reference herein to “the knowledge of the Shareholder” (or similar expressions) will be deemed to mean the actual knowledge of any director or executive officer of the Shareholder, together with the knowledge such person would have had if they had conducted a reasonably diligent inquiry into the relevant subject matter.

ARTICLE II. PURCHASE AND SALE OF PURCHASED SHARES

Section 2.01 Purchase and Sale

Subject to the terms and conditions hereof, the Shareholder covenants and agrees to sell, assign and transfer to the Purchaser and the Purchaser covenants and agrees to purchase from the Shareholder, all of the Purchased Shares which are beneficially owned by the Shareholder at the Time of Closing, which represent all of the issued and outstanding Quartz Mountain Shares.

Section 2.02 Purchase Price

(a) In consideration for the purchase and sale of the Quartz Mountain Shares, the Purchaser shall pay the Shareholder the following payments (the “Purchase Price”):

(i) on the Closing Date, the Purchaser shall pay the Shareholder two million, eight hundred and fifty thousand dollars ($2,850,000) in cash, by wire transfer of immediately available funds;

(ii) on the Closing Date, the Purchaser shall issue from treasury to the Shareholder such number of Common Shares which represent 9.99% of the issued and outstanding Common Shares of the Purchaser immediately prior to Closing, which, for greater certainty, shall take into account any Common Shares to be issued pursuant to the concurrent financing described in Section 3.02(c) below, free and clear of any encumbrances (the “Payment Shares”);

(iii) three million, one hundred and fifty thousand dollars ($3,150,000) shall be due and payable on the first anniversary of the Closing Date (the “12-Month Payment”);

(iv) two million, five hundred thousand dollars ($2,500,000) shall be due and payable on the second anniversary of the Closing Date (the “24-Month Payment”);

(v) two million, five hundred thousand dollars ($2,500,000) shall be due and payable on the third anniversary of the Closing Date (the “36-Month Payment”, collectively with the 12-Month Payment and the 24-Month Payment, the “Anniversary Payments”);

(vi) five million dollars ($5,000,000) shall be due and payable on the earlier of: (A) completion of the Quartz Mountain Feasibility Study, or (B) the Purchaser making a construction decision to commence construction of a mine on the Quartz Mountain Project (the “FS Payment”); and

(vii) five million dollars ($5,000,000) shall be due and payable when the Quartz Mountain Project has been Permitted (the “Permitting Payment”, collectively with the Anniversary Payments and FS Payment, the “Milestone Payments”).

(b) Each of the Milestone Payments shall be satisfied by cash payment, the issuance of Common Shares or a combination of the cash and Common Shares (where Common Shares are issued at a value equal to the ten (10) day VWAP of the Common Shares on the date prior to the date of issuance and by converting United States dollars to Canadian dollars using the closing exchange rate published by the Bank of Canada on the Business Day immediately preceding the date of issuance of such Common Shares), as may be elected and allocated by the Shareholder in its sole discretion. The Shareholder shall inform the Purchaser of its election (and any allocation between payment methods) with respect to an Anniversary Payment in writing at least ten (10) Business Days prior to the applicable anniversary and such payment shall be made on the applicable anniversary date. If Shareholder does not provide such notice on such timing, Shareholder shall be deemed to have elected to receive the entire amount of such Anniversary Payment in cash. The Shareholder shall inform the Purchaser of its election (and any allocation between payment methods) with respect to the FS Payment and the Permitting Payment in writing within ten (10) Business Days following receipt of notice from the Purchaser that such payment is due, which notice must be provided by the Purchaser to the Shareholder within three (3) Business Days from such payment becoming due. The Purchaser shall pay the FS Payment and the Permitting Payment within three (3) Business Days following receipt of Shareholder’s election, which payment shall be deemed due and payable upon Shareholder’s election where Purchaser has not provided notice on such timing upon payment becoming due. If Shareholder does not provide such notice of election on such timing, Shareholder shall be deemed to have elected to receive the entire amount of such FS Payment or Permitting Payment, as applicable, in cash.

(c) Where Purchaser is unable to satisfy all or a portion of a Milestone Payment that the Shareholder has elected or been deemed to have elected to receive such payment in cash, Purchaser may satisfy such obligation by issuing Common Shares to the

Shareholder with a value of 110% (where Common Shares are issued at a value equal to the ten (10) day VWAP of the Common Shares on the date prior to the date of issuance and by converting United States dollars to Canadian dollars using the closing exchange rate published by the Bank of Canada on the Business Day immediately preceding the date of issuance) of the amount of the required cash payment that the Purchaser does not make to Shareholder on the date such payment is due.

(d) In the event that the issuance of Common Shares to the Shareholder pursuant to a Milestone Payment would result in the Shareholder or its Affiliates holding more than fifty percent (50.00%) of the issued and outstanding Common Shares, then in lieu of issuing Common Shares in excess of such threshold, the value of the Common Shares that would have been issued absent the application of such threshold shall be satisfied by the Purchaser causing Quartz Mountain Gold Ltd. to grant a net smelter return royalty to the Shareholder in respect of all minerals from the Quartz Mountain Project, issuable upon Quartz Mountain Gold Ltd. exercising its option under the Option Agreement. Such net smelter return royalty shall be on customary terms and shall be granted in a royalty percentage of 0.2% for each one million dollars ($1,000,000) in value being satisfied by the issuance of such net smelter return royalty, calculated on a proportional basis. Any royalty granted under this Section 2.02(d) shall be subject to a right in favour of the Purchaser, to purchase such royalty from the Shareholder for an amount equal to one hundred and twenty-five percent (125%) of the dollar value for which such royalty was issued in satisfaction thereof.

Section 2.03 Tax Election

If requested by the Shareholder, the Purchaser shall jointly elect with the Shareholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a "Tax Election Provision") to apply to the Shareholder's disposition of the Quartz Mountain Shares. The "elected amount" for purposes of such elections will be determined at the sole discretion of the Shareholder. The Shareholder shall prepare the prescribed election form (each a "Tax Election Form") and deliver such Tax Election Forms to the Purchaser within ninety (90) days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within thirty (30) days of receipt thereof. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority.

Notwithstanding anything contained in this Agreement, the Purchaser will not be responsible for the proper completion or filing of any Tax Election Form and the Shareholder will be solely responsible for the payment of any Taxes resulting from the failure of the Shareholder to properly complete or file such Tax Election Forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial Tax legislation).

Section 2.04 Restrictions on Resale

The Shareholder acknowledges and agrees as follows:

(a) the transfer of the Purchased Shares and the issuance of the Payment Shares, in exchange therefor, will be made pursuant to appropriate exemptions, including (but not limited to) the take-over bid prospectus exemption found in Section 2.13 of National Instrument 45-106 – Prospectus Exemptions (the “Exemptions”) from any applicable take-over bid and registration and prospectus (or equivalent) requirements of the Securities Laws;

(b) that the TSXV, in addition to any restrictions on transfer imposed by applicable securities laws, may require certain of the Payment Shares to be held in escrow in accordance with the policies of the TSXV;

(i) the Shareholder will be restricted from using certain of the civil remedies available under Securities Laws in respect thereof;

(ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser;

(iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares;

(iv) there is no government or other insurance covering the Payment Shares; and

(v) an investment in the Payment Shares is speculative and of high risk;

(d) the certificates representing the Payment Shares will bear such legends as required by Securities Laws and the policies of the TSXV and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares; and

(e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and the issuance of the Payment Shares and which may impose restrictions on the resale of such Payment Shares in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares.

ARTICLE III. CONDITIONS OF CLOSING

Section 3.01 Mutual Conditions of Closing

The obligations of the Purchaser on one hand, and Shareholder and Quartz Mountain on the other hand, to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing:

(a) there shall be no action taken under any Applicable Law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or Quartz Mountain or that could reasonably be expected to impose any condition or restriction upon the Purchaser or Quartz Mountain which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction;

(b) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, shall be in effect;

(c) receipt of all required regulatory, corporate and third party approvals including TSXV approval, if applicable, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction;

(d) neither party shall be subject to unresolved material litigation or court proceedings with respect to the subject matter of the Transaction; and

(e) the Closing Date shall be on or before the Termination Date.

The foregoing conditions precedent are for the benefit of all parties and may be waived by Quartz Mountain (on its own behalf and on behalf of the Shareholder) and the Purchaser, in whole or in part, without prejudice to any party's right to rely on any other condition in favour of any party.

Section 3.02 Conditions of Closing in Favour of the Purchaser

The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing:

(a) Quartz Mountain and Shareholder shall have tendered all closing deliveries set forth in Section 4.03 and Section 4.04, respectively, including delivery of the Purchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably;

(b) neither Quartz Mountain nor the Shareholder shall have violated Section 9.01 of this Agreement;

(c) the Purchaser shall have completed a concurrent equity financing, the gross proceeds of which is at least five million Canadian dollars (CAD$5,000,000);

(d) the representations and warranties of Quartz Mountain set forth in this Agreement shall have been true and correct as of the date hereof and shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of a senior officer of Quartz Mountain to this effect shall have been delivered to the Purchaser;

(e) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Quartz Mountain at or before the Time of Closing will have been complied with or performed in all material respects and a certificate of an officer of Quartz Mountain to this effect shall have been delivered to the Purchaser;

(f) the representations and warranties of the Shareholder set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Time of Closing and delivery by the Shareholder of the documents described in Section 4.04 required to be delivered by the Shareholder shall constitute a reaffirmation and confirmation by the Shareholder of such representations and warranties;

(g) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholder at or before the Time of Closing will have been complied with or performed in all material respects and delivery of the documents described in Section 4.04 shall constitute confirmation of such compliance and performance;

(h) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities (including the TSXV) or other persons necessary to permit the completion of the Transaction shall have been obtained, including the consent of Seabridge Gold pursuant to the Option Agreement; and

(i) there shall not have occurred after the date of this Agreement, any Material Adverse Effect with respect to Quartz Mountain.

The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Section 3.03 Conditions of Closing in Favour of Quartz Mountain and the Shareholder

The obligations of Quartz Mountain and the Shareholder to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing:

(a) the Purchaser shall have tendered all closing deliveries set forth in Section 4.02, including delivery of the Payment Shares;

(b) if required by the TSXV, the Purchaser shall have prepared, at its sole cost and expense (with the assistance of the Shareholder, acting reasonably), a current National Instrument 43-101 Standards of Disclosure for Mineral Projects technical report for the Quartz Mountain Project addressed to the Purchaser, audited financial statements of Quartz Mountain and such other documents as requested by the TSXV;

(c) all consents, waivers, permits, orders and approvals of all Governmental Authorities (including the TSXV) or other persons if applicable;

(d) the Purchaser shall have completed a concurrent equity financing, the gross proceeds of which is at least five million Canadian dollars (CAD$5,000,000);

(e) the representations and warranties of the Purchaser set forth in this Agreement shall have been true and correct as of the date hereof and shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of a senior officer of the Purchaser to this effect shall have been delivered to the Shareholder;

(f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before the Time of Closing will have been complied with or performed in all material respects and a certificate of a senior officer of the Purchaser to this effect shall have been delivered to the Shareholder and Quartz Mountain;

(g) there shall not have occurred after the date of this Agreement, any Material Adverse Effect with respect to the Purchaser; and

(h) all necessary actions will have been taken, and approvals received for the issuance of the Payment Shares.

The foregoing conditions precedent are for the benefit of Quartz Mountain and the Shareholder and may be waived by Quartz Mountain (on its own behalf and on behalf of the Shareholder) and the Shareholder, in whole or in part, without prejudice to Quartz Mountain's and the Shareholder's right to rely on any other condition in favour of Quartz Mountain and the Shareholder.

Section 3.04 Notice and Cure Provisions

Each party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Closing Date, of any event or state of facts which occurrence or failure would or would be likely to:

(a) cause any of the representations or warranties of such party contained herein to be untrue or inaccurate in all material respects as at the Closing Date; or
(b) result in the failure by such party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by such party hereunder prior to the Closing Date.

ARTICLE IV. CLOSING AND POST CLOSING ARRANGEMENTS

Section 4.01 Time and Place of Closing

Closing of the Transaction shall take place at the Time of Closing electronically or at the offices of CP LLP, Suite 700, TD North Tower, 77 King Street West, Toronto, Ontario, M5K 1G8.

Section 4.02 Closing Deliveries of the Purchaser

At the Time of Closing, the Purchaser will deliver or cause to be delivered:

(a) share certificates evidencing the Payment Shares provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the TSXV, or otherwise, shall be delivered directly to the Escrow Agent;
(b) if required, an escrow agreement in a form satisfactory to the TSXV, among the Purchaser, the Escrow Agent and the Shareholder as may be required by the TSXV to be parties thereto, duly executed by the Purchaser;
(c) if required by the TSXV, a current National Instrument 43-101 Standards of Disclosure for Mineral Projects technical report for the Quartz Mountain Project addressed to the Purchaser, audited financial statements of Quartz Mountain and such other documents as requested by the TSXV, which shall be prepared by the Purchaser at the Purchaser's expense, with the assistance of the Shareholder, acting reasonably;
(d) a certificate of one of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); and (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements

contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares;

(e) the officer’s certificates referred to in Section 3.03(e) and Section 3.03(f); and
(f) a certificate of status for the Purchaser.

Section 4.03 Closing Deliveries of Quartz Mountain

At the Time of Closing, Quartz Mountain will deliver or cause to be delivered:

(a) a certificate of one of the senior officers of Quartz Mountain, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the articles and by-laws of Quartz Mountain (and all amendments thereto as in effect as on such date); and (ii) all resolutions of the board of directors of Quartz Mountain approving the entering into of this Agreement and the completion of the Transaction;
(b) the officer’s certificates referred to in Section 3.02(d) and Section 3.02(e);
(c) resignation of the directors of Quartz Mountain and each QM Subsidiary (including a statement certifying that each director does not have any claim in any respect against Quartz Mountain or the applicable QM Subsidiary, as applicable);
(d) resignations of the officers of Quartz Mountain and each QM Subsidiary (including a statement certifying that said officers do not have any claim in any respect against Quartz Mountain or the applicable QM Subsidiary, as applicable);
(e) a copy of the Quartz Mountain Financial Statements;
(f) a corporate legal opinion with respect to each of Quartz Mountain and the QM Subsidiaries;
(g) a title opinion with respect to the Quartz Mountain Project; and
(h) a certificate of good standing for Quartz Mountain.

Section 4.04 Closing Deliveries of the Shareholder

At the Time of Closing, the Shareholder will cause to be delivered:

(a) share certificates evidencing the Purchased Shares owned by the Shareholder, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; and
(b) if required by the TSXV to be delivered by the Shareholder, an escrow agreement in a form satisfactory to the TSXV, among the Purchaser, the Escrow Agent and the Shareholder (as may be required by the TSXV to be parties thereto), duly executed by the Shareholder.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties of the Purchaser

The Purchaser represents and warrants to and in favour of both the Shareholder and Quartz Mountain as follows, and acknowledges that such parties are relying upon such representations and warranties in connection with the transactions contemplated herein:

(a) the Purchaser is a corporation validly existing and in good standing under the laws of the Province of Ontario and is duly registered, licensed or qualified to carry on business as an extra-provincial or foreign corporation under the laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary;

(b) the Purchaser is a reporting issuer in the provinces of British Columbia, Alberta and Saskatchewan and is not in material default of the Securities Laws;

(c) the Purchaser has the corporate power and capacity to enter into this Agreement and each additional agreement or instrument to be delivered pursuant to this Agreement, to perform its obligations hereunder and thereunder, to own and lease its property, and to carry on its businesses as now being conducted;

(d) this Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Purchaser and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms;

(e) the Common Shares are listed for trading on the TSXV and the Purchaser is not in default of any of the listing requirements of the TSXV;

(f) the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) result in a breach or violation of the articles of the Purchaser or of any resolutions of the directors or shareholders of the Purchaser, (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement (including any Purchaser Material Contract), licence or permit to which the Purchaser is a party or by which the Purchaser is bound or to which any material assets or property of the Purchaser is subject, or (iii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Purchaser;

(g) the authorized capital of the Purchaser consists of an unlimited number of Common Shares, of which, as of the date hereof, 61,659,739 Common Shares are issued and outstanding as fully paid and non-assessable; as of the date hereof, no common

share purchase warrants of the Purchaser are outstanding and 3,180,000 stock options are outstanding;

(h) when issued in accordance with the terms hereof, the Payment Shares will be validly issued as fully paid and non-assessable Common Shares;

(i) other than as set forth in Section 5.01(g), there are no other Common Shares or securities convertible, exercisable or exchangeable into Common Shares or preferred shares issued or outstanding;

(j) all disclosure documents of the Purchaser filed under the Securities Laws of the Provinces of British Columbia, Alberta and Saskatchewan since the date of its incorporation, but not limited to, financial statements, prospectuses, offering memorandums, information circulars, material change reports and shareholder communications contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made;

(k) except for the holders of the securities set out Section 5.01(g), and other than the Shareholder pursuant to this Agreement, no person has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, options, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Purchaser;

(l) the audited financial statements of the Purchaser for the year ended December 31, 2023, and the unaudited interim financial statements for the nine-month period ended September 30, 2024 (collectively, the “Purchaser Financial Statements”), copies of which have been filed publicly with the British Columbia, Saskatchewan and Alberta Securities Commissions and are available on SEDAR+, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of the Purchaser for the periods then ended and the Purchaser Financial Statements have been prepared in accordance with IFRS;

(m) to the knowledge of the Purchaser, no information has come to the attention of the Purchaser since the last date of the most recently issued Purchaser Financial Statements that would or would reasonably be expected to require any restatement or revisions of any such financial statements;

(n) the Purchaser’s auditors who audited the Purchaser Financial Statements (as applicable) are independent public accountants;

(o) except as disclosed in the Purchaser Financial Statements, there are no related-party transactions or off-balance sheet structures or transactions with respect to the Purchaser;

(p) except as disclosed in the Purchaser Financial Statements, the Purchaser is not a party to, or bound by, any agreement of guarantee, indemnification, assumption or endorsement or any like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person;

(q) since December 31, 2023, there has been no material adverse change in the condition (financial or otherwise), assets, liabilities, operations, earnings or business of the Purchaser;

(r) the Purchaser has conducted and is conducting its business in compliance in all material respects with all Applicable Laws, regulations, by-laws, ordinances, regulations, rules, judgments, decrees and orders of each jurisdiction in which its business is carried on;

(s) all of the Contracts of the Purchaser material to its business and operations (the "Purchaser Material Contracts"), together with this Agreement, and after the execution and delivery thereof, all ancillary agreements contemplated herein, constitute all the Material Contracts of the Purchaser. Each of the Purchaser Material Contracts is in full force and effect, unamended, and there exists no default, warranty claim or other obligation or liability or event, occurrence, condition or act (including the purchase and sale of the Purchased Shares hereunder and the other transactions contemplated hereunder, including, without limitation, the issuance of the Payment Shares) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default, or give rise to a warranty claim or other obligation or liability thereunder. The Purchaser has not violated or breached, in any material respect, any of the terms or conditions of any Purchaser Material Contract and all the covenants to be performed by any other party thereto have been fully and properly performed;

(t) there are no waivers, consents, notices or approvals required to be given or obtained by the Purchaser in connection with the Transaction and the other transactions contemplated by this Agreement under any Contract to which the Purchaser is a party;

(u) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Purchaser is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement or the consummation of the Transaction, including, without limitation, the issuance of the Payment Shares, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent or materially delay the Purchaser from performing its obligations under this Agreement;

(v) there is no suit, action or proceeding or, to the knowledge of the Purchaser, pending or threatened against the Purchaser that, individually or in the aggregate, could

reasonably be expected to have a Material Adverse Effect on the Purchaser, and there is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against the Purchaser causing, or which could reasonably be expected to cause, a Material Adverse Effect on the Purchaser;

(w) no bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or proceedings having a similar effect have been instituted by the Purchaser are pending against the Purchaser;

(x) the Purchaser has good and marketable title to its properties and assets (other than property or an asset as to which the Purchaser is a lessee, in which case it has a valid leasehold interest), except for such defects in title that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Purchaser;

(y) no person has any written or oral agreement, option, understanding or commitment for the purchase from the Purchaser of any of its assets or property;

(z) the Purchaser has all permits, licences, certificates of authority, orders and approvals of, and has made all filings, applications and registrations with, applicable Governmental Authorities that are required in order to permit it to carry on its business as presently conducted, except for such permits, licences, certificates, orders, filings, applications and registrations, the failure to have or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Purchaser, and all such all permits, licences, certificates of authority, orders and approvals are in good standing in all material respects;

(aa) the Purchaser has filed in the prescribed manner and within the prescribed times all Tax Returns required to be filed by the Purchaser in all applicable jurisdictions as of the date hereof and all Tax Returns that have been filed by, or with respect to the Purchaser are true, complete and correct, report all income and all other amounts and information required to be reported thereon and disclose any Tax required to be paid for the periods covered thereby. The Purchaser has duly and timely paid any Tax due and payable by it, including all instalments on account of Tax that are due and payable before the date hereof, whether or not assessed by the appropriate Governmental Authority, and has duly and timely paid all assessments and reassessments it has received in respect of any Tax;

(bb) there are no audits, reassessments or other proceedings in progress or, to the knowledge of the Purchaser, threatened against the Purchaser, in respect of any Tax and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any Governmental Authority relating to any Tax, and the Purchaser is not aware of any contingent liability of the Purchaser for Tax or any grounds that could prompt an assessment or reassessment for any Tax, and the Purchaser has not received any indication from any Governmental Authority that any assessment or reassessment is proposed;

(cc) the Purchaser has deducted, withheld or collected and remitted in a timely manner to the relevant Governmental Authority each Tax or other amount required to be deducted, withheld or collected and remitted by the Purchaser;

(dd) the Purchaser has not been notified by any Governmental Authority of any investigation with respect to it that is pending or threatened, nor has any Governmental Authority notified the Purchaser of such Governmental Authority’s intention to commence or to conduct any investigation, that could be reasonably likely to have a Material Adverse Effect on the Purchaser;

(ee) no current or former employee, officer or director of the Purchaser is entitled to a severance, termination or other similar payment as a result of the Transaction;

(ff) the Corporate Records of the Purchaser are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all Applicable Laws and with the constating documents of the Purchaser, and without limiting the generality of the foregoing: (i) the minute books contain complete and accurate minutes of all meetings of the directors (and any committee thereof) and shareholders of the Purchaser; (ii) such minute books contain all written resolutions passed by the directors (and any committee thereof) and shareholders of the Purchaser; (iii) the share certificate books, if any, the central securities register and register of transfers, and branch registers, of the Purchaser are complete and accurate, and all transfers of shares of the Purchaser reflected therein have been duly completed and approved; and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers of the Purchaser were duly elected or appointed as the case may be;

(gg) all Books and Records of the Purchaser have been fully, properly and accurately kept and, where required, completed in accordance with generally accepted accounting principles, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and

(hh) to the knowledge of the Purchaser, no representation or warranty of the Purchaser contained in this Agreement contains any untrue statement of a material fact.

Section 5.02 Representations and Warranties of the Shareholder Concerning the Purchased Shares

The Shareholder hereby represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein:

(a) this Agreement has been, and each additional agreement or instrument required to be delivered by the Shareholder pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Shareholder and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms;

(b) the Shareholder is validly existing under the laws of its jurisdiction of organization and has the corporate or other power to enter into this Agreement and any other agreement to which it is, or is to become, a party to pursuant to the terms hereof and to perform its obligations hereunder and thereunder;

(c) the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) result in a breach or violation of the articles or by-laws of the Shareholder (or other constating documents of the Shareholder) or of any resolutions of the directors or shareholders of the Shareholder, or (ii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Shareholder;

(d) the Shareholder is the registered and beneficial owner of all the Quartz Mountain Shares, free and clear of all liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever;

(e) other than as Disclosed, except for the Purchaser’s rights hereunder, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the Purchased Shares held or beneficially owned by the Shareholder and none of such Quartz Mountain Shares are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such Quartz Mountain Shares;

(f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement or the consummation by the Shareholder of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent the Shareholder from performing its obligations under this Agreement;

(g) the Shareholder is not a “non-resident” of Canada within the meaning of the Tax Act;

(h) the Shareholder represents, warrants and acknowledges, as applicable, that:

(i) the offer to purchase the Purchased Shares was not made to the Shareholder when either the Shareholder or any beneficial purchaser for whom it is acting, if applicable, was in the United States;

(ii) the Shareholder is not a U.S. Person, is not in the United States and is not acquiring the applicable Payment Shares on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States;

(iii) at the time this Agreement was executed and delivered by the Shareholder, the Shareholder was outside the United States;

(iv) a majority of the Shareholder’s voting equity is beneficially owned by persons resident outside the United States; and the Shareholder’s affairs are wholly controlled and directed from outside of the United States;

(v) the Shareholder or any beneficial purchaser for whom it is acting, if applicable, has no intention to distribute either directly or indirectly any of the Payment Shares in the United States, except in compliance with the U.S. Securities Act; and

(vi) the current structure of this transaction and all transactions and activities contemplated in this Agreement is not a scheme by the Shareholder to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws;

(i) the Shareholder has not authorized any person to act as broker or finder or in any other similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or will impose liability on Quartz Mountain or the Purchaser; and

(j) to the knowledge of the Shareholder, no representation or warranty of the Shareholder contained in this Agreement contains any untrue statement of a material fact.

Section 5.03 Representations and Warranties of the Shareholder Concerning Quartz Mountain

The Shareholder represents and warrants to the Purchaser as follows, except as Disclosed, and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein:

(a) Each of Quartz Mountain and Orsa is a corporation validly existing and in good standing under the laws of the Province of British Columbia and is duly registered, licensed or qualified to carry on business under the laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary;

(b) QM Gold is registered and licensed to carry on business in the state of Oregon;

(c) Quartz Mountain has the corporate power and capacity to enter into this Agreement and each additional agreement or instrument to be delivered pursuant to this Agreement, to perform its obligations hereunder and thereunder to own and lease it property, and to carry on its businesses as now being conducted;

the Time of Closing, a legal, valid and binding obligation of Quartz Mountain, enforceable against Quartz Mountain in accordance with its terms;

(e) the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) result in a breach or violation of the articles or by-laws of Quartz Mountain or of any resolutions of the directors or shareholders of Quartz Mountain, (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement (including any Quartz Mountain Material Contract), license or permit to which Quartz Mountain is a party or by which Quartz Mountain is bound or to which any material assets or property of Quartz Mountain is subject, or (iii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to Quartz Mountain;

(f) the authorized capital of Quartz Mountain consists of an unlimited number of common shares, of which, as of the date of this Agreement, 1 Quartz Mountain Share is issued and outstanding as a fully paid and non-assessable share and no common share purchase warrants or stock options to purchase Quartz Mountain Shares are outstanding;

(g) other than as set forth in Section 5.03(f), there are no other shares of Quartz Mountain or securities convertible, exercisable or exchangeable into Quartz Mountain Shares or preferred shares issued or outstanding;

(h) other than the QM Subsidiaries, Quartz Mountain does not own, and does not have any agreements of any nature to acquire, directly or indirectly, any shares in the capital of or other equity or proprietary interests in any person, and other than the Quartz Mountain Material Contracts, Quartz Mountain does not have any agreements to acquire or lease any material assets or properties or any other business operations;

(i) no person other than the Purchaser pursuant to this Agreement has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, options, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of Quartz Mountain;

(j) the management prepared financial statements of Quartz Mountain for the year ended December 31, 2024, (the “Quartz Mountain Financial Statements”), a copy of which will be provided to the Purchaser, will be true and correct in every material respect and present fairly and accurately the financial position and results of the operations of Quartz Mountain for the periods then ended and the Quartz Mountain Financial Statements will have been prepared in accordance with GAAP applied on a consistent basis;

(k) to the knowledge of Quartz Mountain, no information has come to the attention of Quartz Mountain since December 31, 2024 that would or would reasonably be expected to require any restatement or revisions of any such financial statements;

(l) there are no related-party transactions or off-balance sheet structures or transactions with respect to Quartz Mountain since December 31, 2024;

(m) Quartz Mountain is not a party to, or bound by, any agreement of guarantee, indemnification, assumption or endorsement or any like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person;

(n) Quartz Mountain has conducted and is conducting its business in compliance in all material respects with all Applicable Laws, regulations, by-laws, ordinances, regulations, rules, judgments, decrees and orders of each jurisdiction in which its business is carried on;

(o) Quartz Mountain is: in compliance in all material respects with applicable Environmental Laws;

(p) Neither Quartz Mountain nor the Quartz Mountain Project are the subject of any material Remedial Order;

(q) Quartz Mountain has not received, in the past three (3) years, any Environmental Notice alleging that the Quartz Mountain Project is in violation of or has any material liability under any Environmental Law that is unresolved;

(r) Quartz Mountain has not entered into, or agreed to, any consent, settlement or other agreement, nor is Quartz Mountain subject to the order of any Governmental Authority in any judicial, administrative, arbitral or other forum relating to compliance with or liabilities under any Environmental Law;

(s) Quartz Mountain has not released any Hazardous Substances at, on or under any part of the Quartz Mountain Project, except as would not reasonably be expected to result in a material liability under any Environmental Law;

(t) Quartz Mountain has made available to Purchaser all Environmental audits, assessments, reports and similar reviews, and all material correspondence regarding Environmental matters, to the extent that such records are in the possession or under the control of the Shareholder or Quartz Mountain;

(u) To the knowledge of Quartz Mountain as of the Closing Date, there is no condition, event or circumstance concerning the Release of Hazardous Substances that might reasonably, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Quartz Mountain Project;

(v) the Option Agreement, the Lease, the JV Agreement and this Agreement (together, the “Quartz Mountain Material Contracts”) and after the execution and delivery hereof, all ancillary agreements contemplated herein, constitute all the Material Contracts of Quartz Mountain. Each of the Quartz Mountain Material Contracts is in full force and effect, and Quartz Mountain has not violated or breached, in any material respect, any of the terms or conditions of any Quartz Mountain Material Contract and, to the knowledge of Quartz Mountain, other than as Disclosed to Purchaser, no counterparty is in material default under any Quartz Mountain Material Contract;

(w) other than the consent of Seabridge Gold pursuant to the Option Agreement, there are no waivers, consents, notices or approvals required to be given or obtained by Quartz Mountain in connection with the Transaction and the other transactions contemplated by this Agreement under any Contract to which Quartz Mountain is a party that if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent or materially delay Quartz Mountain from performing its obligations under this Agreement;

(x) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over Quartz Mountain is required to be obtained by Quartz Mountain in connection with the execution and delivery of this Agreement, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent or materially delay Quartz Mountain from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect on Quartz Mountain;

(y) there is no suit, action or proceeding or, to the knowledge of Quartz Mountain, pending or threatened against Quartz Mountain that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Quartz Mountain, and there is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against Quartz Mountain causing, or which could reasonably be expected to cause, a Material Adverse Effect on Quartz Mountain;

(z) no bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or proceedings having a similar effect have been instituted by Quartz Mountain or are pending against Quartz Mountain;

(aa) other than as Disclosed to the Purchaser, Quartz Mountain has good and marketable title to its properties and assets (other than property or an asset as to which Quartz Mountain is a lessee, in which case it has a valid leasehold interest), except for such defects in title that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Quartz Mountain;

(bb) no person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, option, understanding or commitment for the purchase from Quartz Mountain of any of its assets or property;

(cc) Other than as disclosed to the Purchaser, Quartz Mountain has all material permits, licences, certificates of authority, orders and approvals of, and has made all material filings, applications and registrations with, applicable Governmental Authorities and other persons that are required in order to permit it to carry on its business as presently conducted, except for such permits, licences, certificates, orders, filings, applications and registrations, the failure to have or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Quartz Mountain, and all such permits, licenses, certificates of authority, orders and approvals are in good standing and fully complied with in all material respects;

(dd) Quartz Mountain has filed in the prescribed manner and within the prescribed times all Tax Returns required to be filed by Quartz Mountain in all applicable jurisdictions as of the date hereof and all Tax Returns that have been filed by, or with respect to Quartz Mountain are true, complete and correct, report all income and all other amounts and information required to be reported thereon and disclose any Tax required to be paid for the periods covered thereby. Quartz Mountain has duly and timely paid any Tax due and payable by it, including all instalments on account of Tax that are due and payable before the date hereof, whether or not assessed by the appropriate Governmental Authority, and has duly and timely paid all assessments and reassessments it has received in respect of any Tax;

(ee) there are no audits, reassessments or other proceedings in progress or, to the knowledge of Quartz Mountain, threatened against Quartz Mountain, in respect of any Tax and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any Governmental Authority relating to any Tax, and Quartz Mountain is not aware of any contingent liability of Quartz Mountain for Tax or any grounds that could prompt an assessment or reassessment for any Tax, and Quartz Mountain has not received any indication from any Governmental Authority that any assessment or reassessment is proposed;

(ff) Quartz Mountain has deducted, withheld or collected and remitted in a timely manner to the relevant Governmental Authority each Tax or other amount required to be deducted, withheld or collected and remitted by Quartz Mountain;

(gg) Quartz Mountain has not been notified by any Governmental Authority of any investigation with respect to it that is pending or threatened, nor has any Governmental Authority notified Quartz Mountain of such Governmental Authority’s intention to commence or to conduct any investigation that could be reasonably likely to have a Material Adverse Effect on Quartz Mountain;

(hh) other than as Disclosed to the Purchaser, Quartz Mountain has no employees and Quartz Mountain is not a party to any employment, management or consulting agreement of any kind whatsoever;

(ii) no current or former employee, officer or director of Quartz Mountain is entitled to a severance, termination or other similar payment as a result of the Transaction;

(jj) the Corporate Records of Quartz Mountain are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all Applicable Laws and with the constating documents of Quartz Mountain, and without limiting the generality of the foregoing: (i) the minute books of Quartz Mountain contain complete and accurate minutes of all meetings of the directors and shareholders of Quartz Mountain; (ii) such minute books contain all written resolutions passed by the directors and shareholders of Quartz Mountain; (iii) the securities register of Quartz Mountain are complete and accurate, and all transfers of shares of Quartz Mountain have been duly completed and approved; and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers of Quartz Mountain were duly elected or appointed as the case may be;

(kk) all Books and Records of Quartz Mountain have been fully, properly and accurately kept and, where required, completed in accordance with generally accepted accounting principles, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein;

(ll) Quartz Mountain has no material IP and there are no Contracts that are material to the business and operations of Quartz Mountain as presently conducted under which Quartz Mountain licenses any IP from a third party; and

(mm) Quartz Mountain is not a 'reporting issuer' or equivalent in any jurisdiction nor are any shares of Quartz Mountain listed or quoted on any stock exchange or electronic quotation system; and

(nn) to the knowledge of Quartz Mountain, no representation or warranty of Quartz Mountain contained in this Agreement contains any untrue statement of a material fact.

Section 5.04 Survival of Representations and Warranties

Section 1.01 The representations and warranties made by the parties and contained in this Agreement or any document or certificate given pursuant hereto shall survive the Closing of the Transaction until the date that is 12 months from the date of Closing. No claim for breach of any representation, warranty or covenant shall be valid unless that party against whom such claim is made has been given notice thereof before the expiry of such 12-month period.

ARTICLE VI. COVENANTS

Section 6.01 Mutual Covenants

Each of the parties hereby covenants and agrees as follows:

(a) to use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws and regulations to complete the Transaction in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, in the event that any person, including without limitation, any securities regulatory authority, seeks to prevent, delay or hinder implementation of all or any portion of the Transaction or seeks to invalidate all or any portion of this Agreement, the Purchaser and Quartz Mountain shall each use commercially reasonable efforts to resist such proceedings and to lift or rescind any injunction or restraining order or other order or action seeking to stop or otherwise adversely affecting the ability of the parties to complete the Transaction;

(b) to use commercially reasonable efforts to obtain, before the Time of Closing, all authorizations, waivers, exemptions, consents, orders and other approvals from domestic or foreign courts, Governmental Authorities, shareholders and third parties as are necessary for the consummation of the transactions contemplated herein;

(c) to use commercially reasonable efforts to defend or cause to be defended any lawsuits or other legal proceedings brought against it challenging this Agreement or the completion of the Transaction; neither the Purchaser nor Quartz Mountain will settle or compromise any claim brought against them in connection with the transactions contemplated by this Agreement prior to the Closing Date without the prior written consent of each of the other parties, such consent not to be unreasonably withheld or delayed;

(d) to promptly notify each of the other parties if any representation or warranty made by it in this Agreement ceases to be true and correct in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier) and of any failure to comply in any material respect with any of its obligations under this Agreement;

(e) to reasonably co-operate with each of the other parties hereto in good faith in order to ensure the timely completion of the Transaction; and

(f) to use commercially reasonable efforts to co-operate with each of the other parties hereto in connection with the performance by the other of its obligations under this Agreement.

Section 6.02 Covenants of the Purchaser

The Purchaser covenants and agrees with both the Shareholder and Quartz Mountain that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.02, it will:

(a) in a timely and expeditious manner:

(i) file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective; and

(ii) file and/or deliver any document or documents required pursuant to Applicable Laws and/or the rules and policies of the TSXV in connection with the Transaction as contemplated herein after the Closing;

(b) not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or "take-over bid," exempt or otherwise, within the meaning of the Securities Act (Ontario), for securities or assets of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser shall forthwith (in any event within one (1) Business Day following receipt) notify Quartz Mountain of such offer or inquiry and provide Quartz Mountain with such details as it may request;

(c) to make available and afford Quartz Mountain and its authorized representatives and, if requested by Quartz Mountain, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Purchaser. The Purchaser will afford Quartz Mountain and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser's property, assets, undertaking, records and documents. At the request of Quartz Mountain, the Purchaser will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Purchaser's business and any of its property or to enable Quartz Mountain or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 6.02(c) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or on behalf of Quartz Mountain under this

Section 6.02(c) will not mitigate or otherwise affect the representations and warranties of the Purchaser hereunder;

(d) make application to the TSXV and diligently pursue the approval of the Transaction, including the obligation of the Purchaser to issue the Payment Shares;

(e) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to Quartz Mountain (on behalf of itself and the Shareholder) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under Applicable Laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;

(f) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:

(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts, as applicable;

(ii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Quartz Mountain before any Governmental Authority to the extent permitted by such authorities; and

(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;

(g) subject to Applicable Laws or as authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;

(h) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;

(i) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets

as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;

(j) take all necessary corporate action and proceedings to approve and authorize the issuance of the Payment Shares to the Shareholder; and

(k) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholder on a basis exempt from the prospectus and registration requirements of the applicable Securities Laws.

Section 6.03 Covenants of Quartz Mountain

Quartz Mountain covenants and agrees with the Purchaser that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.01, it will:

(a) not to solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or "take-over bid," exempt or otherwise, within the meaning of the Securities Act (Ontario), for securities or assets of Quartz Mountain, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event Quartz Mountain, including any of its officers or directors, receives any form of such offer or inquiry, Quartz Mountain shall forthwith (in any event within one (1) Business Day following receipt) notify the Purchaser of such offer or inquiry and provide the Purchaser with such details as it may request;

(b) to make available and afford the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to Quartz Mountain or the Quartz Mountain Project. Quartz Mountain will afford the

Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to Quartz Mountain’s property, assets, undertaking, records and documents, subject to reasonable notice of such requested access. At the request of the Purchaser, Quartz Mountain will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of Quartz Mountain’s business and any of its property or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of Quartz Mountain maintained by governmental or other public authorities. The obligations in this Section 6.03(b) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained, provided that in such circumstance Quartz Mountain will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or on behalf of Purchaser under this Section 6.03(b) will not mitigate or otherwise affect the representations and warranties of Quartz Mountain hereunder;

(c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance Quartz Mountain will be required to disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or other document or communication delivered, filed or received by Quartz Mountain in connection with or related to the Transaction, any filings under Applicable Laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;

(d) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the Transaction, including using commercially reasonable efforts to:

(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts;

(ii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either Quartz Mountain or the Purchaser before any Governmental Authority to the extent permitted by such authorities; and

(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;

(e) subject to Applicable Laws or as authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;

(f) other than transactions with respect to certain intercompany receivables which will be transferred from Shareholder to Quartz Mountain prior to Closing, conduct and operate its business and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons and, for greater certainty, it will not enter into any material transaction out of the ordinary course of business consistent with past practice without the prior consent of the Purchaser, and Quartz Mountain will keep the Purchaser fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained;

(g) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its articles or notice of articles as the same exist at the date of this Agreement;

(h) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not:

(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;

(ii) increase or decrease its paid-up capital or purchase or redeem any shares;

(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire any such shares;

(iv) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of a QM Subsidiary (including those that are convertible or exchangeable into securities of a QM Subsidiary), other than as contemplated under this Agreement; and

(i) take all necessary corporate action and proceedings to approve and authorize the valid and effective transfer of the Purchased Shares to the Purchaser.

Section 6.04 Covenants of the Shareholder

The Shareholder covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.01, it will:

(a) enter into such escrow arrangements in respect of the Payment Shares as may be required in accordance with applicable securities laws and the policies of the TSXV;

(b) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the Transaction, including using commercially reasonable efforts to:

(i) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction; and

(ii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;

(c) subject to Applicable Laws or as otherwise authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;

(d) take all necessary corporate action and proceedings to approve and authorize the valid and effective transfer of the Purchased Shares to the Purchaser; and

(e) not encumber in any manner the Purchased Shares and ensure that at the Time of Closing the Purchased Shares are free and clear of all Liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances whatsoever.

ARTICLE VII. TERMINATION

Section 7.01 Termination

This Agreement may be terminated in writing at any time prior to the Closing:

(a) by mutual written consent of the Purchaser and Quartz Mountain;

(b) by either Quartz Mountain or the Purchaser if the Closing shall not have been consummated on or prior to the Termination Date, without liability to the

terminating party on account of such termination (subject to Section 7.02(b)); provided that the right to terminate this Agreement pursuant to this Section 7.01(b) shall not be available to a party whose breach or violation of any representation, warranty, covenant, obligation or agreement under this Agreement has been the cause of or has resulted in the failure of the Closing to occur on or before the Termination Date;

(c) by the Purchaser, if any representation or warranty of Shareholder or Quartz Mountain contained herein is materially untrue or incorrect or shall have become untrue or incorrect such that the conditions contained in Section 3.01 or Section 3.02 would be incapable of satisfaction, or Shareholder or Quartz Mountain is in default in any material respect of any of its covenants or obligations herein such that the condition in Section 3.01 or Section 3.02 would be incapable of satisfaction prior to the Termination Date;

(d) by Quartz Mountain or Shareholder, if any representation or warranty of Purchaser contained herein is materially untrue or incorrect or shall have become untrue or incorrect such that the conditions contained in Section 3.01 or Section 3.03 would be incapable of satisfaction, or Purchaser is in default in any material respect of any of its covenants or obligations herein such that the condition in Section 3.01 or Section 3.03 would be incapable of satisfaction prior to the Termination Date.; and

(e) by the Purchaser or Quartz Mountain, if the other party completes an Alternative Transaction or enters into a definitive and binding agreement to effect an Alternative Transaction.

Section 7.02 Effect of Termination

(a) Upon termination of this Agreement in accordance with the terms hereof, the parties hereto shall have no further obligations under this Agreement, other than pursuant to this Section 7.02 and the obligations contained in Section 10.02 and Section 10.07. Notwithstanding the termination of this Agreement, (i) the Purchaser may bring an action against Quartz Mountain or the Shareholder for losses suffered by the Purchaser where the event giving rise to the right of termination is a result of a breach of covenant, representation or warranty by Quartz Mountain or the Shareholder, and (ii) Shareholder or Quartz Mountain may bring an action against the Purchaser for losses suffered by Shareholder or Quartz Mountain, where the event giving rise to the right of termination is a result of a breach of covenant, representation or warranty by the Purchaser.

(b) In the event that this Agreement is terminated pursuant to Section 7.01 as a result of the failure to achieve the condition in Section 3.02(c) or Section 3.03(d), then Purchaser shall, within three (3) Business Days of such termination, pay to Shareholder, an amount in cash equal to the reasonable and documented out-of-pocket costs and expenses incurred by Shareholder with respect to the Transaction as at the time of termination of this Agreement to a maximum aggregate amount of one hundred thousand Canadian dollars (CAD$100,000), in immediately available funds.

ARTICLE VIII. INDEMNIFICATION

Section 8.01 Indemnification by the Purchaser

Subject to Section 5.04 and this Article VIII, the Purchaser shall indemnify and save the Shareholder and Quartz Mountain harmless for and from:

(a) any loss, damages or deficiencies suffered by the Shareholder or Quartz Mountain as a result of any breach of representation, warranty or covenant on the part of the Purchaser contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and

(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.

Section 8.02 Indemnification by Quartz Mountain

Subject to Section 5.04 and this Article VIII, Quartz Mountain shall indemnify and save the Purchaser harmless for and from:

(a) any loss, damages or deficiencies suffered by the Purchaser as a result of any breach of representation, warranty or covenant on the part of Quartz Mountain contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and

(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.

Section 8.03 Indemnification by the Shareholder

Subject to Section 5.04 and this Article VIII, the Shareholder shall indemnify and save the Purchaser harmless for and from:

(a) any loss, damages or deficiencies suffered by the Purchaser as a result of any breach by the Shareholder of any representation, warranty or covenant on the part of the Shareholder contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and

(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.

Section 8.04 Notice of Claim

A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the "Indemnified Party") shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the "Indemnifying Party") of any claim for indemnification pursuant to Section 8.01, Section 8.02 and Section 8.03 (a "Claim", which term

shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

(a) the factual basis for the Claim; and
(b) the amount of the Claim, or, if any amount is not then determinable, an approximate and reasonable estimate of the likely amount of the Claim.

Section 8.05 Procedure for Indemnification

(a) Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable, acting reasonably. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

(b) Third Party Claims. With respect to any Third Party Claim, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defence of such Third Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party’s commercially reasonable out-of-pocket expenses incurred as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall cooperate with the Indemnifying Party, shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend any such Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

Section 8.06 General Indemnification Rules

The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following:

(a) without limiting the generality of Section 8.01, Section 8.02 and Section 8.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 5.04;

(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $10,000;

(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of any Indemnifying Party to any and all Indemnified Parties under this Article VIII shall be limited to the aggregate value of the Purchase Price issuable under this Agreement as outlined under Section 2.02, provided, however, that no liability shall exceed the amount equal to the Purchase Price actually received by the Shareholder as of the date of a notice of claim provided in accordance with Section 8.04 for such Claim;

(d) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;

(e) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);

(f) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;

(g) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and

(h) the provisions of this Article VIII shall constitute the sole remedy available to a party against another party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other party in this Agreement.

ARTICLE IX. EXCLUSIVITY AND ACCESS

Section 9.01 Obligations of Quartz Mountain and the Shareholder

Prior to the earliest of the Closing Date, the Termination Date, or the earlier termination of this Agreement, neither Quartz Mountain nor the Shareholder shall, directly or indirectly, negotiate or deal with any party other than with the Purchaser relating to an Alternative Transaction involving Quartz Mountain or the sale or disposition of any part of the outstanding Quartz Mountain Shares or assets of the Quartz Mountain Project, or solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, nothing contained in this Agreement shall be interpreted to extend to the acts or omissions of any person acting in his or her capacity as a director or officer of Quartz Mountain or Shareholder or otherwise to fetter the proper exercise of discretion of such person. In addition, nothing contained in this Agreement will prohibit, prevent or restrict Quartz Mountain from furnishing or providing information in respect of or otherwise responding to or engaging in discussions or negotiations in respect of, an unsolicited Alternative Transaction not resulting from a breach of this Section 9.01, or the directors of Quartz Mountain, in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or Quartz Mountain or the Shareholder from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of Quartz Mountain determine in good faith, after consultation, to the extent considered appropriate by the directors, with its financial and legal advisors, that such unsolicited Alternative Transaction constitutes, or could reasonably be expected to lead to or result in, a transaction that would, if consummated in accordance with its terms, be more favourable to Quartz Mountain or the Shareholder than the Transaction provided, however, that prior to taking such action, the directors of Quartz Mountain shall have concluded, after considering Applicable Laws, and receiving advice of outside counsel, that such action would be a proper exercise of its fiduciary duties, or is otherwise required, under Applicable Laws, that it is appropriate that the directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under Applicable Laws. In the event Quartz Mountain or the Shareholder receive any form of offer or inquiry, Quartz Mountain shall forthwith (in any event within one (1) Business Day following receipt) notify the Purchaser of such offer or inquiry and provide the Purchaser with such material details as it may reasonably request.

Section 9.02 Obligations of Purchaser

Prior to the earliest of the Closing Date, the Termination Date, or the earlier termination of this Agreement, the Purchaser shall not, directly or indirectly, negotiate or deal with any party other than Quartz Mountain relating to an Alternative Transaction involving the Purchaser, or solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, nothing contained in this Agreement shall be interpreted to extend to the acts or omissions of any person acting in his or her capacity as a director or officer of the Purchaser or otherwise to fetter the proper exercise of discretion of such person. In addition, nothing contained in this Agreement will prohibit, prevent or restrict the Purchaser from furnishing or providing information in respect of or otherwise responding to or engaging in discussions or negotiations in respect of, an unsolicited Alternative Transaction not resulting from a breach of this Section 9.02, or the directors of the Purchaser, in the fulfilment of their fiduciary duties, from supporting or facilitating any such

unsolicited Alternative Transaction, or the Purchaser from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Purchaser determine in good faith, after consultation, to the extent considered appropriate by the directors, with its financial and legal advisors, that such unsolicited Alternative Transaction constitutes, or could reasonably be expected to lead to or result in, a transaction that would, if consummated in accordance with its terms, be more favourable to the Purchaser than the Transaction provided, however, that prior to taking such action, the directors of the Purchaser shall have concluded, after considering Applicable Laws, and receiving advice of outside counsel, that such action would be a proper exercise of its fiduciary duties, or is otherwise required, under Applicable Laws, that it is appropriate that the directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under Applicable Laws. In the event the Purchaser receives any form of offer or inquiry, the Purchaser shall forthwith (in any event within one (1) Business Day following receipt) notify Quartz Mountain of such offer or inquiry and provide Quartz Mountain with such material details as it may reasonably request.

ARTICLE X. GENERAL

Section 10.01 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement (each, a “notice”) shall be in writing shall be in writing addressed as follows:

(a) if to the Purchaser:

Q-Gold Resources Ltd.
198 Davenport Road
Toronto, Ontario
M5R 1J2

Attention: Corporate Secretary
E-mail: [Name and email address redacted]

(b) if to Quartz Mountain or the Shareholder:

c/o Alamos Gold Inc.
Brookfield Place, 181 Bay Street,
Suite 3910
Toronto, Ontario
M5J 2T3

Attention: Scott K. Parsons, Sr. Vice President, Corporate Development & Investor Relations
E-mail: [Email address redacted]

or such other address as may be designated by notice given by either Quartz Mountain or the Purchaser to the other in accordance with this Section 10.01. Each notice shall be personally delivered to the addressee or sent by e-mail to the addressee and a notice which is personally delivered or sent by email shall, if delivered or sent prior to 4:00 p.m. (local time of the recipient) 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 next Business Day. Any party hereto may, from time to time, by notice given in accordance with this Section 10.01, designate or provide an address for notices to be given after the Time of Closing.

Section 10.02 Confidentiality

Prior to Closing and, if the Transaction is not completed, at all times thereafter, each of the parties hereto will keep confidential and refrain from using all information obtained by it in connection with the transactions contemplated by this Agreement relating to any other party hereto, provided however that such obligation shall not apply to any information which was in the public domain at the time of its disclosure to a party or which subsequently comes into the public domain other than as a result of a breach of such party's obligations under this Section 10.02. For greater certainty, nothing contained herein shall prevent any disclosure of information which may be required pursuant to Applicable Laws or pursuant to an order in judicial or administrative proceedings or any other order made by any Governmental Authority.

Section 10.03 Assignment

Other than as provided herein, no party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other parties hereto, such consent not to be unreasonably withheld or delayed.

Section 10.04 Binding Effect

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

Section 10.05 Waiver

No waiver of any provision of this Agreement will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly provided.

Section 10.06 Governing Law

This Agreement shall be governed by and construed and interpreted in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein and is to be treated in all respects as an Ontario contract.

Section 10.07 Expenses

Subject to Section 7.02(b) or as otherwise explicitly contemplated by this Agreement, all costs and expenses, including fees, disbursements and charges of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby

shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 10.08 No Personal Liability

(a) No director, officer, employee or agent of the Purchaser shall have any personal liability whatsoever to Quartz Mountain or the Shareholder under this Agreement or any other document delivered in connection with the Transaction on behalf of the Purchaser.

(b) No director, officer, employee or agent of Quartz Mountain or the Shareholder shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered in connection with the Transaction on behalf of Quartz Mountain or the Shareholder.

Section 10.09 Time of Essence

Time is of the essence of this Agreement and of each of its provisions.

Section 10.10 Public Announcements

The Shareholder and the Purchaser shall co-operate with the other in releasing information concerning this Agreement and the transactions contemplated herein, and shall furnish to and discuss with the other drafts of all press and other releases prior to publication. No press release or other public announcement concerning the proposed transactions contemplated by this Agreement will be made by any party hereto without the prior consent of the other parties, such consent not to be unreasonably withheld or delayed; provided that nothing contained herein shall prevent any party hereto at any time from furnishing any information to any Governmental Authority or to the public if required by applicable law.

Section 10.11 Further Assurances

Each party will, upon request but without further consideration, from time to time promptly execute and deliver all further documents and take all further action necessary or appropriate to give effect to and perform the provisions and intent of this Agreement and to complete the transactions contemplated herein.

Section 10.12 Entire Agreement

This Agreement, together with the documents required to be delivered pursuant to this Agreement, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties hereto with respect to the subject matter thereof. There are no representations, warranties, covenants or conditions with respect to the subject matter thereof except as contained in this Agreement and any document delivered pursuant to this Agreement.

Section 10.13 Amendments

No amendment of any provision of this Agreement will be binding on any party unless consented to in writing by such party.

Section 10.14 Severability

In the event that any provision or part of this Agreement is determined by any court or other judicial or administrative body to be illegal, null, void, invalid or unenforceable, that provision shall be severed to the extent that it is so declared and the other provisions of this Agreement shall continue in full force and effect.

Section 10.15 Remedies Cumulative

The rights and remedies of the parties under this Agreement are cumulative and in addition to and not in substitution for any rights or remedies provided by law. Any single or partial exercise by any party hereto of any right or remedy for default or breach of any term, covenant or condition of this Agreement does not waive, alter, affect or prejudice any other right or remedy to which such party may be lawfully entitled for the same default or breach.

Section 10.16 Counterparts

This Agreement may be executed and delivered in one or more counterparts and may be executed and delivered by PDF or any other electronically communicated method, each of which when executed and delivered shall be deemed an original and all of which counterparts together shall be deemed to constitute one and the same instrument.

[Signature pages follow.]

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the date first above written.

Q-GOLD RESOURCES LTD.

By:
Name:
Title: Chief Executive Officer

0975828 B.C. LTD.

By:

Title: Secretary and Director

ALAMOS GOLD INC.

By:

Name: Greg Fisher
Title: Chief Financial Officer

[Signatures redacted]

AI assistant

Q-Gold Resources Ltd. — M&A Activity 2025

44713_rns_2025-04-09_da49436d-52fc-4758-aaa5-3a6b213910f2.pdf

SHARE EXCHANGE AGREEMENT

AMONG:

WHEREAS:

ARTICLE I. INTERPRETATION

Section 1.01 Definitions

Section 1.02 Currency

Section 1.03 Interpretation Not Affected by Headings, etc.

Section 1.04 Number, etc.

Section 1.05 Date for Any Action

Section 1.06 Statutory References

Section 1.07 Accounting Principles

Section 1.08 Knowledge

ARTICLE II. PURCHASE AND SALE OF PURCHASED SHARES

Section 2.01 Purchase and Sale

Section 2.02 Purchase Price

Section 2.03 Tax Election

Section 2.04 Restrictions on Resale

ARTICLE III. CONDITIONS OF CLOSING

Section 3.01 Mutual Conditions of Closing

Section 3.02 Conditions of Closing in Favour of the Purchaser

Section 3.03 Conditions of Closing in Favour of Quartz Mountain and the Shareholder

Section 3.04 Notice and Cure Provisions

ARTICLE IV. CLOSING AND POST CLOSING ARRANGEMENTS

Section 4.01 Time and Place of Closing

Section 4.02 Closing Deliveries of the Purchaser

Section 4.03 Closing Deliveries of Quartz Mountain

Section 4.04 Closing Deliveries of the Shareholder

ARTICLE V. REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties of the Purchaser

Section 5.02 Representations and Warranties of the Shareholder Concerning the Purchased Shares

Section 5.03 Representations and Warranties of the Shareholder Concerning Quartz Mountain

Section 5.04 Survival of Representations and Warranties

ARTICLE VI. COVENANTS

Section 6.01 Mutual Covenants

Section 6.02 Covenants of the Purchaser

Section 6.03 Covenants of Quartz Mountain

Section 6.04 Covenants of the Shareholder

ARTICLE VII. TERMINATION

Section 7.01 Termination

Section 7.02 Effect of Termination

ARTICLE VIII. INDEMNIFICATION

Section 8.01 Indemnification by the Purchaser

Section 8.02 Indemnification by Quartz Mountain

Section 8.03 Indemnification by the Shareholder

Section 8.04 Notice of Claim

Section 8.05 Procedure for Indemnification

Section 8.06 General Indemnification Rules

ARTICLE IX. EXCLUSIVITY AND ACCESS

Section 9.01 Obligations of Quartz Mountain and the Shareholder

Section 9.02 Obligations of Purchaser

ARTICLE X. GENERAL

Section 10.01 Notices

Section 10.02 Confidentiality

Section 10.03 Assignment

Section 10.04 Binding Effect

Section 10.05 Waiver

Section 10.06 Governing Law

Section 10.07 Expenses

Section 10.08 No Personal Liability

Section 10.09 Time of Essence

Section 10.10 Public Announcements

Section 10.11 Further Assurances

Section 10.12 Entire Agreement

Section 10.13 Amendments

Section 10.14 Severability

Section 10.15 Remedies Cumulative

Section 10.16 Counterparts

Q-GOLD RESOURCES LTD.

0975828 B.C. LTD.

ALAMOS GOLD INC.

More from Q-Gold Resources Ltd.

Q-Gold Resources Ltd. M&A Activity 2025