Red Pine Exploration Inc.

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

effective as of February 22, 2021

and -

874253 ONTARIO LIMITED

and -

THE ESTATE OF BERNARD C. SHERMAN

ARTICLE 1 INTERPRETATION

	ARTICLE 1 INTERPRETATION
1.1	Defined Terms .....................................................................................................................2
1.2	Best of Knowledge .............................................................................................................13
1.3	Schedules ...........................................................................................................................14
1.4	Currency .............................................................................................................................14
1.5	Statute References ..............................................................................................................14
1.6	Choice of Law and Attornment..........................................................................................14
1.7	Interpretation Not Affected by Headings or Party Drafting ..............................................15
1.8	Contra Proferentum ............................................................................................................15
1.9	Other Rules of Construction ..............................................................................................15
1.10	Time of Essence .................................................................................................................16
1.11	Estate Ownership Percentage .............................................................................................16
	ARTICLE 2
	PURCHASE AND SALE
2.1	Purchase and Sale of LP Interest and Purchased Share .....................................................16
2.2	Purchase Price ....................................................................................................................17
2.3	Closing Date Payment........................................................................................................17
2.4	Increased Cash Consideration Election .............................................................................18
2.5	Royalty Delivery Obligation ..............................................................................................18
2.6	Section 85 Election ............................................................................................................18
	ARTICLE 3
	FINANCING ARRANGEMENT
3.1	Financing Arrangement .....................................................................................................19
3.2	Private Placement Covenants .............................................................................................19
3.3	Additional Financings ........................................................................................................20
3.4	Share Consolidation ...........................................................................................................20
	ARTICLE 4
	REPRESENTATIONS AND WARRANTIES BY THE ESTATE AND 874253
4.1	Representations and Warranties in respect of Citabar .......................................................21
4.2	Representations and Warranties in respect of Wawa GP ...................................................23
4.3	Representations and Warranties of 874253 .......................................................................23
4.4	Representations and Warranties of the Estate ....................................................................24
4.5	No Other Purchase Agreements .........................................................................................25
4.6	Title to Purchased Interest .................................................................................................25
4.7	Contractual and Regulatory Approvals ..............................................................................26
4.8	Compliance with Constating Documents, Agreements and Laws .....................................26
4.9	Authorized and Issued Capital ...........................................................................................26
4.10	Shareholders’ Agreements, etc., ........................................................................................27
4.11	Liabilities of Citabar and Wawa GP ..................................................................................27
4.12	Indebtedness .......................................................................................................................27

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4.13	Dividends and Distributions ..............................................................................................27
4.14	Tax Matters ........................................................................................................................27
4.15	Litigation ............................................................................................................................29
4.16	Environmental Matters.......................................................................................................29
4.17	No Sale of Interests in the Properties .................................................................................29
4.18	Real Property .....................................................................................................................30
4.19	Work Orders and Deficiencies ...........................................................................................30
4.20	Leases of Personal Property ...............................................................................................30
4.21	Subsidiaries and Other Interests .........................................................................................30
4.22	Partnerships or Joint Ventures ...........................................................................................30
4.23	Restrictions on Doing Business .........................................................................................30
4.24	Guarantees, Warranties ......................................................................................................31
4.25	Outstanding Agreements ....................................................................................................31
4.26	Employment Agreements...................................................................................................31
4.27	Insurance ............................................................................................................................31
4.28	Accounts Receivable ..........................................................................................................31
4.29	Non Arm’s Length Matters ................................................................................................31
4.30	Compliance with Laws ......................................................................................................32
4.31	Vendors’ Residency ...........................................................................................................32
4.32	Partnership Agreement.......................................................................................................32
	ARTICLE 5
	REPRESENTATIONS & WARRANTIES OF THE PURCHASER
5.1	Corporate Authority and Binding Obligation ....................................................................32
5.2	Contractual and Regulatory Approvals ..............................................................................33
5.3	Compliance with Constating Documents, Agreements and Laws .....................................33
5.4	Dissolution Proceedings.....................................................................................................33
5.5	Corporate Action ................................................................................................................33
5.6	Validly Issued and Fully Paid ............................................................................................33
5.7	No-Pre-Emptive Rights ......................................................................................................34
5.8	Authorized, Issued and Outstanding ..................................................................................34
5.9	Stock Exchange Listing .....................................................................................................34
5.10	Securities Law Matters ......................................................................................................34
5.11	NSR Matters.......................................................................................................................35
	ARTICLE 6
	COVENANTS
6.1	Investigation of Business and Examination of Documents ...............................................35
6.2	Conduct of Business ..........................................................................................................35
6.3	Corporate Action and Closing Conditions .........................................................................37
6.4	Tax Returns ........................................................................................................................38
6.5	TSX-V Transaction Approvals ..........................................................................................39
6.6	Confidentiality ...................................................................................................................40
6.7	Pre-Closing Distribution ....................................................................................................41
6.8	Financial Assurance and Closure Plan ...............................................................................42

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ARTICLE 7 CONDITIONS

	ARTICLE 7 CONDITIONS
7.1	Conditions to the Obligations of the Purchaser .................................................................43
7.2	Waiver by Purchaser ..........................................................................................................44
7.3	Conditions to the Obligations of the Vendors....................................................................44
7.4	Waiver by Vendors ............................................................................................................45
	ARTICLE 8
	CLOSING
8.1	Closing Arrangements .......................................................................................................46
8.2	Closing Deliveries by the Vendors ....................................................................................46
8.3	Closing Deliveries by the Purchaser ..................................................................................47
	ARTICLE 9
	SURVIVAL AND INDEMNIFICATION
9.1	Survival of Representations, Warranties and Covenants ...................................................48
9.2	Indemnification by the Vendors.........................................................................................49
9.3	Indemnification by the Purchaser ......................................................................................50
9.4	Time Limits for Notice of Claim .......................................................................................50
9.5	Monetary Limitation of Liability .......................................................................................51
9.6	No Indemnity with Prior Notice ........................................................................................52
9.7	Limitation Period for Claims .............................................................................................52
9.8	Notice of Claim ..................................................................................................................53
9.9	Direct Claims .....................................................................................................................53
9.10	Third Party Claims .............................................................................................................53
9.11	Adjustment of Purchase Price ............................................................................................55
9.12	Reductions and Subrogation ..............................................................................................56
9.13	One Recovery.....................................................................................................................56
9.14	Duty to Mitigate .................................................................................................................56
9.15	Exclusivity .........................................................................................................................57
	ARTICLE 10
	TERMINATION
10.1	Mutual Termination ...........................................................................................................57
10.2	Termination by the Purchaser or the Vendors ...................................................................57
10.3	Termination by the Purchaser ............................................................................................57
10.4	Termination by the Vendors ..............................................................................................58
10.5	Effect of Termination .........................................................................................................58
10.6	Surviving Provisions on Termination ................................................................................58
	ARTICLE 11
	GENERAL PROVISIONS
11.1	Further Assurances.............................................................................................................59
11.2	Notices ...............................................................................................................................59
11.3	Counterparts .......................................................................................................................60

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11.4	Expenses of Parties ............................................................................................................60
11.5	Announcements..................................................................................................................60
11.6	Assignment ........................................................................................................................61
11.7	Third Party Beneficiaries ...................................................................................................61
11.8	Successors and Assigns......................................................................................................61
11.9	Entire Agreement ...............................................................................................................61
11.10	Waiver ................................................................................................................................61
11.11	Amendments ......................................................................................................................62
11.12	Severability ........................................................................................................................62
11.13	Limitation of Recourse ......................................................................................................62

Schedule 1.1. A Environmental Indemnity and Release Agreement Schedule 1.1. B Escrow Agreement Schedule 1.1. C Property Schedule 1.1. D Wawa Lots Schedule 2.5(ii) Net Smelter Returns Royalty Agreement

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SECURITIES PURCHASE AGREEMENT

THIS AGREEMENT effective as of the 22[nd] day of February, 2021

B E T W E E N :

RED PINE EXPLORATION INC.,

a corporation incorporated under the laws of the Province of Ontario,

(the “ Purchaser ”),

and -

874253 ONTARIO LIMITED,

a corporation incorporated under the laws of the Province of Ontario,

(“ 874253 ”),

and -

THE ESTATE OF BERNARD C. SHERMAN,

late of the City of Toronto, as represented by the Estate Trustees,

(the “ Estate ”, and together with 874253, the

“ Vendors ”),

WHEREAS:

Bernard C. Sherman (“ Sherman ”) was the legal and beneficial holder of the LP Interest in Citabar Limited Partnership (“ Citabar ”);
the Estate Trustees, as successor to Sherman, have succeeded to his rights as holder of the LP Interest in Citabar and the Estate Trustees have the right to sell, transfer, assign and convey the LP Interest;
874253 is the registered and beneficial owner of the issued and outstanding common share in the capital of Wawa GP Inc. (“ Wawa GP ”), the general partner of Citabar;
the Purchaser, Citabar and Augustine Ventures Inc. (“ Augustine Ventures ”), a wholly-owned subsidiary of the Purchaser, are parties to an amended and restated joint venture agreement (the “ Joint Venture Agreement ”) effective August 7, 2015 in respect of the Properties;
the Purchaser and Augustine Ventures are, prior to giving effect to the transactions contemplated herein, the legal and beneficial holders of an aggregate 63.31% interest in the
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Properties and the Assets and Citabar is, prior to giving effect to the transactions contemplated herein, the legal (by its general partner Wawa GP) and beneficial holder of the remaining 36.69% interest in the Properties and the Assets;

the Purchaser wishes to acquire from the Vendors, and the Vendors wish to sell to the Purchaser, the Purchased Share and the LP Interest so that the Purchaser may thereby acquire the interests of Wawa GP and Citabar in the Properties and the Assets; and
in order to effect the intention of the parties set out in the immediately preceding recital, 874253 shall sell to the Purchaser, and the Purchaser shall purchase from 874253, the Purchased Share, and the Estate shall sell to the Purchaser, and the Purchaser shall purchase from the Estate, the LP Interest, on the terms and conditions set forth herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), it is agreed between the parties hereto as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

In this Agreement and in the schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following terms and expressions will have the following meanings, and grammatical variations of such terms will have corresponding meanings: “ Acknowledgement of Trust Agreement ” means the Acknowledgement of Trust Agreement made as of July 1, 2006 between Citabar, Wawa GP and Citabar;

“ Additional Financing Documentation ” has the meaning given to that term in Section 3.3(c);

“ Additional Financings ” has the meaning given to that term in Section 3.3(b);

“ Additional Undertakings ” has the meaning given to that term in Section 6.8(c);

“ Additional Undertaking Confirmation ” has the meaning given to that term in Section 6.8(c);

“ Affiliate ” of any Person means any Person which, directly or indirectly, is controlled by, controls or is under direct or indirect common control with such Person;

“ Agency Agreement ” means the agency agreement to be entered into between the Purchaser and the Agents in respect of the Private Placement;

“ Agents ” means, collectively, those agents participating in the syndicate of agents formed in connection with the Private Placement, including Haywood Securities Inc., as lead agent;

“ Agreement ” means this agreement, and includes all schedules attached hereto;

“ arm’s length ” has the meaning ascribed to such term under the Tax Act;

“ Assets ” means those assets, tangible or intangible, used or held for use in connection with or relating to the Property and/or the Operations;

“ Augustine Ventures ” has the meaning given to that term in the recitals hereto;

“ Base Cash Consideration ” means $8,575,905;

“ Business Day ” means any day, other than a Saturday, Sunday or statutory holiday in the Province of Ontario, on which commercial banks in Toronto, Ontario are open for business;

“ Canadian Securities Laws ” has the meaning given to that term in Section 5.10(a);

“ Cash Consideration ” has the meaning given to that term in Section 2.3(a);

“ Citabar ” has the meaning given to that term in the recitals hereto;

“ Citabar 2021 Pre-Closing Date Income ” has the meaning given to that term in Section 9.2(c);

“ Closing ” means the closing of the purchase and sale of the Purchased Interest contemplated in this Agreement;

“ Closing Date ” has the meaning given to that term in Section 8.1;

“ Closing Date Payment ” has the meaning given to that term in Section 2.2;

“ Closing Time ” means 10:00 a.m. in Toronto, Ontario on the Closing Date or such other time on the Closing Date as the parties hereto may agree upon;

“ Closure Plan ” means the Citadel Gold Mines Inc. Mine Closure Plan and Addendums initially certified on October 5, 1998, Wawa, Ontario (Initial Reference No. F- 94262-A/E. February 16, 1995), as amended from time to time, and any other closure plan certified in connection with the Wawa Gold Project;

“ Common Shares ” means the common shares in the capital of the Purchaser;

“ Consideration Share Downward Adjustment ” has the meaning given to that term in Section 2.3(b);

“ Consideration Shares ” means, that number, if any, of Common Shares, rounded down to the nearest whole number, determined by dividing the Share Amount by the Market Price, subject to the Consideration Share Downward Adjustment;

“ Consolidation ” has the meaning given to that term in Section 3.4(i);

“ Consolidation Ratio ” has the meaning given to that term in Section 3.4(i);

“ control ” means, in respect of any Person, the following:

(a) in the case of a corporation,
(i) holding voting securities or having the power to vote voting securities carrying more than 50% of the votes for the election of directors; and
(ii) the votes carried by such securities are entitled, if exercised, to elect a majority of the directors of the Person;
(b) in the case of a limited liability company or partnership, other than a limited partnership, holding more than 50% of the equity interests in the limited liability company or partnership; or
(c) in the case of a limited partnership, being the general partner;

provided that “control” includes the possession, directly or indirectly, of the power to control and direct the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise;

“ D&O Mutual Releases ” has the meaning given to that term in Section 8.2(g);

“ Deductible ” has the meaning given to that term in Section 9.5(a);

“ Definitive Financing Documents ” has the meaning given to that term in Section 3.2(a);

“ Delta Shares ” means the 1,000,000 common shares of Delta Uranium Inc. registered in the name of Citabar;

“ Direct Claim ” has the meaning given to that term in Section 9.8(a);

“ Elected Cash Amount ” has the meaning given to that in Section 2.4;

“ Elective Consideration Amount ” means $2,765,410;

“ Employee Plans ” means all the employee benefit, fringe benefit, supplemental unemployment benefit, deferred compensation, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, vacation, medical, dental, disability, life insurance and similar plans, programs, arrangements or practices relating to the current or former directors, officers or employees of Wawa GP or Citabar maintained, sponsored or funded by Wawa GP or Citabar, whether written or oral, funded or unfunded, insured or selfinsured, registered or unregistered under which Wawa GP or Citabar may have any liability, contingent or otherwise, other than government sponsored employment insurance, workers’ compensation, parental insurance, health insurance or pension plans;

“ Encumbrances ” means pledges, liens (statutory or otherwise), charges, security interests, leases, offers to lease, privileges, license agreements, title retention agreements, mortgages, hypothecs, trust deeds, trust or deemed trust (whether contractual, statutory or otherwise arising including any interests arising by, under, in connection with or in respect of the Estate in any Person claiming to have an interest in the Estate), assignments by way of security, security interests, conditional sales contracts or other title retention agreements, or other similar interests or instruments charging, or creating a security interest in, or against title, restrictions, development or similar agreements, easements, servitudes, rightsof-way (registered or unregistered), restrictive covenants, contamination notice, title defects, restrictions, executions, tax arrears, permissions, options or adverse claims, encroachments or burden or any other right or claim or encumbrances of any kind or character whatsoever or however arising, or any agreement to enter into or create any of the foregoing, on or affecting all or any part of any of the assets of a Person or any interest therein, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, encumbrances of mechanics, labourers, workmen, builders, contractors, suppliers of material or architects or other similar encumbrances incidental to construction, maintenance or repair operations and other similar liens, legal hypothecs and encumbrances and any rights or privileges capable of becoming any of the foregoing;

“ Environmental Indemnity and Release Agreement ” means the environmental indemnity and release agreement to be entered into between the Purchaser and the Vendors at the Closing Time, in the form attached hereto as Schedule 1.1. A;

“ Environmental Laws ” means all past, present and future applicable Laws relating to the protection of the environment or human health and includes those relating to pollution, protection, use or conservation of the environment or natural resources, the protection of public health and safety, Hazardous Substances, or the reclamation, rehabilitation, monitoring, closure or other restoration of mining properties. For greater certainty, an Environmental Law pertaining to the protection, use or conservation of the environment shall include all such Environmental Laws relating to the manufacture, management, processing, generation, use, treatment, storage, disposal, transport, Release, containment, reclamation, rehabilitation, closure or other restoration of any tailings, seeps, leachate, waste rock, acid rock drainage, tailings ponds, tailings management areas or Hazardous Substances;

“ Escrow Agent ” means Wildeboer Dellelce LLP;

“ Escrow Agreement ” means the escrow agreement to be entered into between the Purchaser, 874253 and the Escrow Agent at the Closing Time, substantially in the form attached hereto as Schedule 1.1. B;

“ Estate Ownership Percentage ” means the percentage of the Common Shares owned beneficially by the Vendors and their Affiliates, collectively, calculated in accordance with Section 1.11;

“ Estate Trustees ” means the estate trustees of the Estate;

“ Excess Consideration Shares ” has the meaning given to that term in Section 2.3(b);

“ Excess Share Cash Consideration ” has the meaning given to that term in Section 2.3(b);

“ Financial Assurance ” means the irrevocable standby letter of credit (No. BMTO692896OS) of the Bank of Montreal issued November 1, 2010 in the amount of $315,000.00 on behalf of Citabar with respect to the Closure Plan; “ Financing Arrangement ” means an equity financing of the Purchaser for gross proceeds of no less than an amount equal to the Minimum Financing Arrangement Proceeds to be completed by way of the Private Placement or, pursuant to and in accordance with Section 3.1(b), an alternative financing arrangement;

[defined term in respect of specified agreements redacted for confidentiality reasons] ;

[defined term in respect of a specified agreement redacted for confidentiality reasons] ;

[defined term in respect of specified agreements redacted for confidentiality reasons] ;

“ Flow-Through Financing ” has the meaning given to that term in Section 3.3(a);

“ Flow-Through Financing Proceeds ” has the meaning given to that term in Section 3.3(a);

“ GAAP ” means the accounting standards from time to time adopted by the Canadian Accounting Standards Board or any successor body, set out in the CPA Canada Handbook ─ Accounting, and applicable to the relevant corporation or entity for the relevant financial period;

“ Governmental Authority ” means any: (a) multinational, federal, provincial, state, regional, municipal, local, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, agency board or bureau, domestic or foreign, including the Ministry of the Environment, Conservation and Parks (Ontario) and the MENDM; (b) any subdivision, agent, commission, board or authority of any of the foregoing; (c) any quasi-governmental or private body exercising any regulatory, administrative or expropriation powers or Tax Authority under or for the account of any of the foregoing, including any private body having received a mandate to perform public services; (d) any judiciary or quasi-judiciary tribunal, court or body; (e) any self-regulatory authority; (f) any Securities Regulator; and (g) any stock exchange having applicable jurisdiction;

“ GP Interest ” means Wawa GP’s Interest as the general partner of Citabar;

“ Hazardous Substances ” means any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or toxic wastes or substances, radioactive materials, flammable substances, explosives, polychlorinated biphenyls, chlorinated solvents, asbestos and petroleum and petroleum products;

“ Increased Cash Consideration Notice ” has the meaning given to that term in Section 2.4;

“ Indemnified Party ” has the meaning given to that term in Section 9.8(a);

“ Indemnifying Party ” has the meaning given to that term in Section 9.8(a);

“ Indemnity Claim ” has the meaning given to that term in Section 9.8(a);

“ Interest ” has the meaning given to that term in the Partnership Agreement;

“ Intervening Period ” means the period from and including the date of this Agreement to and including the Closing Date;

“ Joint Venture Agreement ” has the meaning given to that term in the recitals;

“ Laws ” or “ Law ” means all laws (including common law, civil law and equity), statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published or unpublished policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments and Orders, and the term “applicable” with respect to such Laws, and in the context that refers to one or more Persons, means such Laws that apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having or claiming to exercise legal jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

“ Licences ” means any licences, registrations and qualifications to do business held by Wawa GP, either in its own capacity or in its capacity as general partner of Citabar, or held by Citabar in its own name;

“ Limitations Act ” means the Limitations Act, 2002 (Ontario);

“ Losses ” means, in respect of any matter, all actual and documented losses, damages, liabilities, deficiencies, fines, payments, costs and expenses (including all reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) and judgments arising directly or indirectly as a consequence of such matter; provided that “ Losses ” shall not include loss of future profit, consequential damages or punitive damages;

“ LP Interest ” means the Estate’s Interest as the limited partner of Citabar;

“ LPA ” means the Limited Partnerships Act (Ontario);

“ Manager ” has the meaning given to that term in the Joint Venture Agreement, and refers to the Purchaser in its capacity as Manager within the meaning of the Joint Venture Agreement;

“ Market Price ” means, as at the Closing Date, (a) if the Consolidation has not been effected prior to the Closing Date, the Pre-Consolidation Market Price, and (b) if the Consolidation has been effected prior to the Closing Date, the Post-Consolidation Market Price;

“ MENDM ” means the Ministry of Energy, Northern Development and Mines (Ontario);

“ Minimum Financing Arrangement Proceeds ” means $11,200,000;

“ Misrepresentation ” means an untrue statement of material fact or omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made;

“ Notice of Claim ” has the meaning given to that term in Section 9.8(a);

“ NSR Note ” has the meaning given to that term in Section 2.3(c);

“ Operations ” has the meaning given to that term in the Joint Venture Agreement;

“ Order ” means orders, injunctions, judgments, decisions, administrative complaints, injunctions, writs, directives, decrees, rulings, awards, assessments, directions, instructions, penalties or sanctions of, or issued, filed or imposed by, any Governmental Authority;

“ Outside Date ” means April 15, 2021, or such later date as the parties may agree;

“ Outstanding Capital Call Amount ” means the amount of $1,104,081.00 which is owing as of the date hereof by Citabar to the Purchaser pursuant to the terms of the Joint Venture Agreement;

“ Outstanding Equity Securities ” has the meaning given to that term in Section 1.11;

“ Partnership Agreement ” means the limited partnership agreement in respect of Citabar between Wawa GP (as successor to Citadel Gold Mines Inc.), as general partner, and the Estate, as limited partner, dated November 17, 1989;

“ Permit ” means any licence, lease, grant, concession, permit, patent, franchise, approval, certificate, consent, ratification, permission, confirmation, endorsement, waiver, certification, registration, transfer, qualification or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any applicable Law;

“ Person ” means and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, Governmental Authority and any other form of entity or organization;

“ Post-Closing Tax Claim ” has the meaning given to that term in Section 9.10(b);

“ Post-Consolidation Market Price ” means the Pre-Consolidation Market Price multiplied by a fraction the numerator of which is the Pre-Consolidation Shares and the denominator of which is the Post-Consolidation Shares;

“ Post-Consolidation Shares ” means, if the Consolidation has been effected, the number of Common Shares outstanding immediately after effecting the Consolidation and, for certainty, without taking into account any other issuance of Common Shares that may be effected on or immediately after effecting the Consolidation, including the issuance of Common Shares pursuant to the Financing Arrangement or the Additional Financings;

“ Pre-Closing Distribution ” has the meaning given to that term in Section 6.7(a);

“ Pre-Closing Tax Period ” means a taxation or fiscal period that begins before the Closing Date and ends before the Closing Date;

“ Pre-Consolidation Market Price ” means $0.0423; provided that, if the Purchaser is not permitted under the rules of the TSX-V to issue Consideration Shares at such price, then the Pre-Consolidation Market Price shall be the nearest price thereto permitted under the rules of the TSX-V;

“ Pre-Consolidation Shares ” means, if the Consolidation has been effected, the number of Common Shares outstanding immediately prior to giving effect to the Consolidation;

“ Private Placement ” means the best-efforts brokered private placement of Subscription Receipts for gross proceeds of no less than an amount equal to the Minimum Financing Arrangement Proceeds, to be completed by the Purchaser prior to Closing;

“ Properties ” means the mining, mineral and/or mining and mineral properties set out in Schedule 1.1. C;

“ Purchase Price ” has the meaning given to that term in Section 2.2;

“ Purchased Interest ” means, collectively, the LP Interest and the Purchased Share to be purchased by the Purchaser from the Vendors in accordance with the terms and conditions hereof;

“ Purchased Share ” means the issued and outstanding common share in the capital of Wawa GP;

“ Purchaser’s Fundamental Representations ” means, collectively, the representations and warranties by the Purchaser in Section 5.1, Section 5.3, Section 5.6, Section 5.10 and Section 5.11;

“ Purchaser Material Adverse Effect ” means any event, change or effect that, when taken individually or together with all other adverse effects, is, or would reasonably be expected to be, materially adverse to the business, operations, condition (financial or otherwise), properties, assets, liabilities or results of operations of the Purchaser and its subsidiaries taken as a whole; provided, however, that no event, change or effect, arising from or

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relating to any of the following, shall be deemed to constitute a Purchaser Material Adverse Effect, or shall be taken into account in determining whether a Purchaser Material Adverse Effect has occurred:

(a) changes or developments in general political, regulatory, financial or economic conditions or the state of credit, capital, currency or securities markets;
(b) any change or condition generally affecting the mining industry;
(c) any change in the price of gold;
(d) the adoption or proposed implementation of, or changes in, applicable Laws;
(e) changes in GAAP;
(f) any natural disaster; or
(g) the announcement, consummation or implementation of this Agreement or the transactions contemplated by this Agreement;

provided that in the case of (a) or (b) above such changes or developments do not disproportionately affect the Purchaser and its subsidiaries;

“ Purchaser Public Record ” means all documents and information filed by the Purchaser under Canadian Securities Laws on SEDAR, during the two years prior to the date of this Agreement which are publicly available as of the date hereof;

“ Red Pine NSR Agreement ” has the meaning given to that term in Section 2.5(ii);

“ Red Pine Shares ” means those Common Shares to which Citabar is entitled upon the exchange, pursuant to that certain Letter of Transmittal of Augustine Ventures, of share certificates representing an aggregate of 29,062,634 common shares of Augustine Ventures for Common Shares;

“ Red Pine/Wawa NSR Agreement ” has the meaning given to that term in Section 2.5(ii);

“ Release ”, when used as a verb, includes release, spill, leak, emit, deposit, discharge, pump, pour, inject or dispose of into the environment or any other similar act, however defined in applicable Environmental Laws, and the term “Release” when used as a noun has a correlative meaning;

“ Replacement Financial Assurance ” has the meaning given to that term in Section 6.8(b);

“ Required Capital Financing ” has the meaning given to that term in Section 3.3(b);

“ Securities Regulator ” means “securities regulatory authority” as defined in National Instrument 14-101 Definitions;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

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“ Set-off Agreement ” has the meaning given to that term in Section 2.3(d);

“ Share Amount ” means the amount equal to the Elective Consideration Amount less the Elected Cash Amount;

“ Sherfam ” means Sherfam Inc.;

“ Sherman ” has the meaning given to that term in the recitals hereto;

“ Signet ” means Signet Development Corporation;

“ Straddle Period ” means a taxation or fiscal period that begins before the Closing Date and ends on or after the Closing Date;

“ Subscription Receipt Agreement ” means the subscription receipt agreement to be entered into by the Purchaser, the Agents and the subscription receipt agent in respect of the Private Placement;

“ Subscription Receipts ” means the subscription receipts of the Purchaser issued pursuant to the Private Placement, with each such subscription receipt entitling the holder thereof to receive, without any additional consideration therefor, one Common Share following the effective time of the Consolidation and upon satisfaction of the escrow release provisions governing the Subscription Receipts contained in the Subscription Receipt Agreement;

“ Target Mutual Releases ” has the meaning given to that term in Section 8.2(h);

“ Tax ” and “ Taxes ” means (i) any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever and wheresoever imposed by any Tax Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Tax Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, utility, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license agreements, franchise and registration fees and all employment insurance, health insurance and Canada and other Tax Authority pension plan premiums or contributions and for greater certainty, all contributions payable under any tax Laws, and (ii) any liability for payment of any amounts referred to in (i) immediately above as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any Person;

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

“ Tax Authority ” means the Canada Revenue Agency, and any other national, state, local, provincial, territorial or other Governmental Authority responsible for the administration, implementation, assessment, determination, enforcement, compliance, collection or other imposition of any Taxes, domestic or foreign;

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“ Tax Returns ” means any and all returns, reports, declarations, statements, information, tax information slips, estimates, rebates or credits, elections, designations, schedules, filings or other documents (including any related or supporting information) relating to Taxes filed or required to be filed by any Tax Authority or pursuant to any Law relating to Taxes or in fact filed with any Tax Authority, including all information returns, claims for refund, amended returns, declarations of estimated Taxes, and requests for extensions of time to file any of the preceding items and all amendments, attachments or supplement thereto, whether in tangible or electronic form;

“ Third Party Claim ” has the meaning given to that term in Section 9.8(a);

“ Trust Funds ” has the meaning given to that term in Section 6.8(d);

“ TSX-V ” means the TSX Venture Exchange;

“ TSX-V Acquisition Approval ” means the final approval and acceptance of the TSX-V of the acquisition of the Purchased Interest pursuant to the terms and conditions hereof, including the approval of the issuance to the Estate of the Consideration Shares in accordance with the terms and conditions hereunder;

“ TSX-V Approvals ” means, collectively, the TSX-V Consolidation Approval, the TSXV Conditional Acquisition Approval, the TSX-V Conditional Financing Arrangement Approval, the TSX-V Acquisition Approval and the TSX-V Financing Arrangement Approval;

“ TSX-V Conditional Acquisition Approval ” means the conditional acceptance of the TSX-V of the acquisition of the Purchased Interest pursuant to the terms and conditions hereof, including the approval of the issuance to the Estate of the Consideration Shares in accordance with the terms and conditions hereunder;

“ TSX-V Conditional Financing Arrangement Approval ” means the conditional acceptance of the TSX-V of the issuance of Common Shares pursuant to the Financing Arrangement;

“ TSX-V Consolidation Approval ” means the approval and acceptance of the TSX-V of the Consolidation;

“ TSX-V Financing Arrangement Approval ” means the final approval and acceptance of the TSX-V of the issuance of Common Shares pursuant to the Financing Arrangement;

“ TSX-V Transaction Approval ” means, collectively, TSX-V Acquisition Approval and TSX-V Financing Arrangement Approval;

“ Underlying Common Shares ” has the meaning given to that term in Section 1.11;

“ Vendor Material Adverse Effect ” means any event, change or effect that, when taken individually or together with all other adverse effects, is, or would reasonably be expected to be, materially adverse to the business, operations, condition (financial or otherwise),

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properties, assets, liabilities or results of operations of Citabar and Wawa GP taken as a whole; provided, however, that no event, change or effect, arising from or relating to any of the following, shall be deemed to constitute a Vendor Material Adverse Effect, or shall be taken into account in determining whether a Vendor Material Adverse Effect has occurred:

(a) changes or developments in general political, regulatory, financial or economic conditions or the state of credit, capital, currency or securities markets;
(b) any change or condition generally affecting the mining industry;
(c) any change in the price of gold;
(d) the adoption or proposed implementation of, or changes in, applicable Laws;
(e) changes in GAAP;
(f) any natural disaster; or
(g) the announcement, consummation or implementation of this Agreement or transactions contemplated by this Agreement;

provided that in the case of (a) or (b) above such changes or developments do not disproportionately affect Citabar and Wawa GP;

“ Vendors ” has the meaning given to that term in the recitals hereto;

“ Vendors’ Fundamental Representations ” means, collectively, the representations and warranties by the Vendors in Section 4.1(a), Section 4.2(a), Section 4.3(a), Section 4.3(b), Section 4.4(a), Section 4.4(b), Section 4.4(c), Section 4.5, Section 4.6 and Section 4.8;

“ Venture ” has the meaning given to that term in the Joint Venture Agreement;

“ Wawa Gold Project ” means the Properties and the Assets and any Permits used or held for use in connection with or relating to the Property and/or the Operations;

“ Wawa GP ” has the meaning given to that term in the recitals hereto;

“ Wawa Lots ” means the real properties set out in Schedule 1.1. D;

“ Wawa Lots Interest ” means the interest held by Citabar in the Wawa Lots pursuant to the Acknowledgement of Trust Agreement; and

“ Wawa Lots Note ” has the meaning given to that term in Section 6.7(a).

1.2 Best of Knowledge

References to the knowledge of the Vendors mean the actual knowledge of any one or more of the following: [name redacted for confidentiality reasons] and [name redacted for

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confidentiality reasons] , in each case, without any requirement to make any inquiries of third parties or any Governmental Authority or to perform any search of any public registry office or system.

1.3 Schedules

The schedules listed immediately below and which are attached to this Agreement are incorporated into this Agreement by reference and are deemed to be part hereof:

Schedule 1.1. A - Environmental Indemnity and Release Agreement Schedule 1.1. B - Escrow Agreement Schedule 1.1. C - Property Schedule 1.1. D - Wawa Lots Schedule 2.5(ii) - Net Smelter Returns Royalty Agreement 1.4 Currency

Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of Canada.

1.5 Statute References

Unless otherwise indicated, all references in this Agreement to any statute include the rules and regulations under that statute, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, a reference in this Agreement to a particular provision will be read as referring to such amended, re-enacted, consolidated or replaced provision and also includes, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.

1.6 Choice of Law and Attornment

(a) This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(b) Each of the parties irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (ii) agrees to commence such an action or proceeding in Toronto, Ontario, and to cooperate and use its commercially reasonable efforts to bring the action or proceeding before the Ontario Superior Court of Justice (Commercial List), (iii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iv) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.
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1.7 Interpretation Not Affected by Headings or Party Drafting

The division of this Agreement into articles, sections, paragraphs, subsections and clauses and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.8 Contra Proferentum

Insofar as is permissible under applicable Laws, the parties hereby waive the application of any rule of law that any ambiguity or conflicting terms should be resolved against the party who (or whose attorney) prepared the executed agreement or any earlier draft of same.

1.9 Other Rules of Construction

In this Agreement, unless there is something in the subject matter or context

inconsistent therewith:

(a) the terms “ Agreement ”, “ this Agreement ”, “ the Agreement ”, “ hereto ”, “ hereof ”, “ herein ”, “ hereunder ”, “ hereby ” and similar expressions refer to this Agreement in its entirety and not to any particular article, section, paragraph, clause or other portion hereof;
(b) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;
(c) reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;
(d) references to an “ Article ”, “ Section ” or “ Schedule ” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement;
(e) the words “ include ”, “ includes ” and “ including ” mean “include”, “includes” or “including”, in each case, “without limitation”;
(f) the terms “ party ” and “the parties ” refer to a party or the parties to this Agreement;
(g) any time period within which a payment is to be made or other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends;
(h) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day;
(i) words in the singular number include the plural and such words shall be construed as if the plural had been used;
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(j) words in the plural include the singular and such words shall be construed as if the singular had been used; and
(k) words importing the use of any gender shall include all genders where the context or party referred to so requires, and the rest of the sentence shall be construed as if the necessary grammatical and terminological changes had been made.

1.10 Time of Essence

Time shall be of the essence hereof.

1.11 Estate Ownership Percentage

For the purpose of Section 2.3(b), the Estate Ownership Percentage at the relevant time shall be calculated by multiplying 100 by a fraction, (a) the numerator of which is (i) the number of Common Shares owned beneficially by the Vendors and their Affiliates, collectively, including, for certainty, Sherfam, immediately prior to giving effect to the Closing, including the number of common shares (“ Underlying Common Shares ”) that may be acquired upon exercise or conversion of any convertible securities, whether or not on condition; plus (ii) the number of Consideration Shares to be issued to the Estate hereunder (either immediately before or after taking into account the Consideration Share Downward Adjustment, as the case may be, in accordance Section 2.3(b)), and (b) the denominator of which is the number of Outstanding Equity Securities. For purposes of this Section 1.11 the number of “ Outstanding Equity Securities ” shall be the number of Common Shares issued and outstanding immediately after giving effect to the Closing, which, for certainty shall include (without duplication) (i) the number of issued and outstanding Common Shares immediately prior to giving effect to the Closing; (ii) the number of Consideration Shares issued hereunder (either before or after taking into account the Consideration Share Downward Adjustment, as the case may be, in accordance with Section 2.3(b)); (iii) the number of Common Shares issued pursuant to the Financing Arrangement; (iv) the number of Underlying Common Shares; and (v) if any of the Additional Financings are completed prior to Closing, the number of Common Shares issued pursuant to such Additional Financings.

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale of LP Interest and Purchased Share

On the terms and subject to the fulfillment of the conditions herein (including the
payment of the Purchase Price), at the Closing Time: (a) the Estate shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and accept from the Estate, the LP Interest; and
(b) 874253 shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and accept from 874253, the Purchased Share.
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2.2 Purchase Price

The total purchase price (the “ Purchase Price ”) payable by the Purchaser to the Vendors for the Purchased Interest is $12,605,396 (the “ Closing Date Payment ”). The Purchaser shall satisfy the Closing Date Payment at the Closing Time by payment of the Cash Consideration, the delivery of the Consideration Shares, if any, the delivery of the NSR Note and the set-off of the Outstanding Capital Calls Amount, in each case, in accordance with and as described in Section 2.3.

2.3 Closing Date Payment

At the Closing Time, the Purchaser shall satisfy the Closing Date Payment as

follows:

(a) the Purchaser shall pay, by wire transfer of immediately available funds to the Vendors, an amount in cash (the “ Cash Consideration ”) equal to:
(i) the Base Cash Consideration; plus
(ii) if the Purchaser has delivered the Increased Cash Consideration Notice in accordance with Section 2.4, the Elected Cash Amount; plus
(iii) the Excess Share Cash Consideration, if any.

$1 of the Cash Consideration shall be paid to 874253 and the remainder of the Cash Consideration shall be paid to the Estate.

(b) if the Elective Consideration Amount is greater than the Elected Cash Amount, the Purchaser shall deliver to the Estate the Consideration Shares; provided that if, immediately after giving effect to the Closing but before giving effect to any Consideration Share Downward Adjustment, the Estate Ownership Percentage would be more than 9.99%, the number of Consideration Shares to be issued to the Estate pursuant to this Section 2.3(b) shall be reduced so that, immediately after giving effect to the Closing but taking into account the Consideration Share Downward Adjustment, the Estate Ownership Percentage shall be 9.99% (the number of Consideration Shares so reduced being the “ Excess Consideration Shares ”) and, in lieu of the issuance of any such Excess Consideration Shares, the Purchaser shall pay to the Estate at the Closing Time in accordance with Section 2.3(a) an amount in cash (the “ Excess Share Cash Consideration ”) equal to the product obtained by multiplying the number of Excess Consideration Shares by the Market Price (such reduction of the number of Consideration Shares to be issued to the Estate being the “ Consideration Share Downward Adjustment ”);
(c) the Purchaser shall deliver to the Estate a promissory note executed by the Purchaser, as debtor, in the principal aggregate amount of $160,000, in form and substance mutually acceptable to the parties acting reasonably (the “ NSR Note ”); and
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(d) the Purchaser shall extinguish the Outstanding Capital Calls Amount owed by Citabar to the Purchaser by way of set-off against $1,104,081.00 of the Purchase Price pursuant to a set-off agreement to be entered into by Citabar and the Purchaser at the Closing Time, in form and substance mutually acceptable to the parties acting reasonably (the “ Set-off Agreement ”).

2.4 Increased Cash Consideration Election

The Purchaser may no later than three days prior to the Closing Date deliver a notice to the Vendors (the “ Increased Cash Consideration Notice ”) in which the Purchaser elects to increase the Cash Consideration payable to the Vendors by an amount up to the Elective Consideration Amount (the “ Elected Cash Amount ”).

2.5 Royalty Delivery Obligation

As part of the Closing and immediately following the satisfaction of the Closing Date Payment in accordance with Section 2.3, the following shall occur in the following order:

(i) the Estate shall transfer the NSR Note to Signet; and
(ii) Signet shall transfer the NSR Note to the Purchaser in consideration for (x) the issuance by the Purchaser to Signet of a 2% net smelter returns royalty pursuant to a net smelter royalty returns agreement dated the Closing Date in respect of those Properties to which the Purchaser holds registered title on the date thereof in the form attached as Schedule 2.5(ii) (the “ Red Pine NSR Agreement ”), which shall be executed by the Purchaser, as payor, and which Signet shall countersign, as payee, and (y) the issuance by the Purchaser to Signet of a 2% net smelter returns royalty pursuant to a net smelter royalty returns agreement dated the Closing Date in respect of those Properties to which the Purchaser and Wawa GP jointly hold registered title on the date thereof in the form of the Red Pine NSR Agreement, which shall be executed by the Purchaser and Wawa GP, as payor, and which Signet shall countersign, as payee, with such amendments to such form required to reflect that the Purchaser and Wawa GP will be payors thereunder (the “ Red Pine/Wawa NSR Agreement ”).

2.6 Section 85 Election

At the request of the Estate, the Purchaser and the Estate shall make a joint election pursuant to section 85 of the Tax Act and the corresponding provisions of any applicable provincial legislation in respect of the sale of the Purchased Interest to the Purchaser in exchange for the Consideration Shares, if any, and the other consideration described in Section 2.3 hereof. The Purchaser agrees that the agreed amounts under such joint election shall be determined by the Estate in its sole discretion within the limits set out in the Tax Act (or any applicable provincial legislation). The Estate shall be responsible for preparing the appropriate tax election form and shall be required to provide such tax election form to the Purchaser. The Purchaser shall execute and return forthwith the tax election form to the Estate and the Estate shall be solely responsible for filing such tax election form in a timely manner with the appropriate Governmental Authority.

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The Purchaser shall provide reasonable cooperation to execute and file any amended elections, or other documents as reasonably determined to be necessary by the Estate. Notwithstanding the foregoing, the Purchaser shall have no responsibility whatsoever and will not in any way be obligated to indemnify the Estate in respect of any Loss or Taxes that may be suffered by reason of any inaccuracy or incompleteness of any such election forms (including any amended forms)

ARTICLE 3 FINANCING ARRANGEMENT

3.1 Financing Arrangement

(a) The Purchaser shall use best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange for and consummate the Financing Arrangement prior to the Outside Date by way of the Private Placement in accordance with terms hereof and the Definitive Financing Documents.
(b) If the Financing Arrangement by way of the Private Placement becomes unavailable for any reason, the Purchaser shall, as promptly as practicable following the occurrence of such event, (i) use its best efforts to seek to obtain an alternative transaction financing for gross proceeds of no less than the Minimum Financing Arrangement Proceeds on terms and conditions acceptable to the Vendors, acting reasonably, and (ii) notify the Vendors of such unavailability and the reasons therefor. Notwithstanding anything to the contrary in this Agreement, if any alternative financing arrangements are obtained pursuant to this Section 3.1(b), any references in this Agreement to the Financing Arrangement shall be deemed to mean the alternative transaction financing obtained pursuant to this Section 3.1(b).
(c) The Purchaser shall (i) give the Vendors prompt notice of any breach or threatened breach of any provision of any Definitive Financing Document that would reasonably be expected to delay Closing beyond the Outside Date or otherwise prevent the funding of the Financing Arrangement prior to the Closing or any termination or threatened termination thereof, and (ii) otherwise keep the Vendors reasonably informed regarding the status of the arrangement and obtaining of the Financing Arrangement (including, to the extent applicable, with respect to any alternative transaction financing obtained pursuant to Section 3.1(b)).
(d) The Purchaser shall refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the Financing Arrangement failing to be completed by the Purchaser in accordance with Section 3.1(a) prior to the Outside Date.

3.2 Private Placement Covenants

(a) The Purchaser shall provide the Vendors with a reasonable opportunity to review and comment on the Agency Agreement, the Subscription Receipt Agreement and all other agreements relating to the Private Placement (the “ Definitive Financing
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Documents ”) prior to the Purchaser entering into such agreement. The Purchaser agrees that all information relating solely to the Vendors included in the Definitive Financing Documents or any other documents relating to the Financing Arrangement must be in form and content satisfactory to the Vendors acting reasonably (provided such form and content is compliant with applicable Law and acceptable to the relevant Government Authorities).

(b) The Purchaser shall ensure that the Definitive Financing Documents comply with, and that the Private Placement is completed in compliance with, all applicable Laws.

3.3 Additional Financings

(a) Subject to Section 3.1(d), the Purchaser shall use best efforts to complete prior to the Closing, but no sooner than concurrently with or after the closing of the Financing Arrangement, an additional financing (the “ Flow-Through Financing ”) on a private placement basis of equity securities of the Purchaser that qualify as “flow-through shares” (within the meaning of the Tax Act) for gross proceeds of up to $5,000,000 (the “ Flow-Through Financing Proceeds ”). The Purchaser covenants and agrees that any Flow-Through Financing Proceeds shall be used to fund exploration and development activities in respect of the Wawa Gold Project and related expenses. For certainty, the Purchaser shall not complete the FlowThrough Financing prior to the completion of the Financing Arrangement.
(b) Subject to Section 3.1(d), the Purchaser shall use best efforts to complete prior to the Closing, but no sooner than concurrently with or after the closing of the Financing Arrangement, an additional financing (the “ Required Capital Financing ” and, together with the Flow-Through Financing, the “ Additional Financings ”) on a private placement basis of equity securities of the Purchaser for gross proceeds of up to $1,580,000 to be used by the Purchaser to fund working capital and general corporate requirements of the Purchaser. For certainty, the Purchaser shall not complete the Required Capital Financing prior to completion of the Financing Arrangement.
(c) The Purchaser shall provide the Vendors with a reasonable opportunity to review and comment on the documents relating to the Additional Financings (the “ Additional Financing Documentation ”). The Purchaser agrees that all information relating solely to the Vendors included in the Additional Financing Documentation must be in form and content satisfactory to the Vendors acting reasonably (provided such form and content is compliant with applicable Laws and acceptable to the relevant Government Authorities).

3.4 Share Consolidation

If the Consolidation must be effected in order to obtain any portion of the TSX-V Transaction Approval, the Purchaser shall:

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(i) use best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange for and give effect to a consolidation (the “ Consolidation ”) of its Common Shares on the basis of up to one post-Consolidation Common Share for each ten preConsolidation Common Shares (the “ Consolidation Ratio ”), at the discretion of the Purchaser’s board of directors, but subject to TSX-V Consolidation Approval, and provided that the Consolidation Ratio shall be a ratio accepted by the TSX-V in order to obtain TSX-V Transaction Approval;
(ii) within five Business Days after the date hereof, apply for TSX-V Consolidation Approval; and
(iii) following receipt of TSX-V Consolidation Approval, and prior to completion of the Financing Arrangement, effect the Consolidation.

The Purchaser shall effect the Consolidation in compliance with all applicable Laws, including the rules and policies of the TSX-V, and only after receipt of TSX-V Consolidation Approval. If the Consolidation is not required to obtain the TSX-V Transaction Approval, the Purchaser shall not complete the Consolidation prior to the Closing Date.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES BY THE ESTATE AND 874253

The parties acknowledge and agree that the Purchaser is the Manager of the Venture with overall management responsibility for Operations and that, accordingly, the parties acknowledge and agree that, except to the extent expressly contemplated in Sections 4.5(b) and 4.17, the representations and warranties provided by the Estate and 874253 in this Article 4 are not in respect of, and are not intended to be in respect of, the Joint Venture Agreement, the Venture, Operations, the Wawa Gold Project, compliance with the Closure Plan or the Financial Assurance or any action taken or not taken, or caused to be taken or not taken, in respect of any of the foregoing, and that, except to the extent expressly contemplated in Sections 4.5(b) and 4.17, no representations and warranties are provided by the Estate and 874253 in this Article 4 in respect of the Joint Venture Agreement, the Venture, Operations, the Wawa Gold Project, compliance with the Closure Plan or the Financial Assurance or any action taken or not taken, or caused to be taken or not taken, in respect of any of the foregoing. The parties further acknowledge and agree that any references to the Joint Venture Agreement, the Venture, Operations, the Wawa Gold Project, the Closure Plan or the Financial Assurance made in this Article 4 are not intended to limit the generality of the immediately prior sentence. Each of the Estate and 874253 hereby jointly and severally represent and warrant to the Purchaser as follows, and confirm that the Purchaser is relying upon the accuracy of each of such representations and warranties in connection with the purchase of the Purchased Interest and the completion of the other transactions hereunder, that:

4.1 Representations and Warranties in respect of Citabar

(a) Citabar has been duly formed and is validly existing as a limited partnership under the LPA, has not been dissolved within the meaning of the LPA or under applicable
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Laws or pursuant to the Partnership Agreement, has all requisite legal power and authority to conduct its business as currently conducted and is duly qualified and properly registered or licensed to carry on business under the Laws of all jurisdictions in which its business as now conducted is carried on.

(b) Citabar is not a “reporting issuer” within the meaning of applicable Canadian securities laws in any jurisdiction in Canada.
(c) Citabar is current with all filings required under the LPA including all declarations and has not filed a declaration of dissolution, and for greater certainty, the death of Sherman did not have the effect, whether inchoate or otherwise, of dissolving Citabar, whether under the terms of the Partnership Agreement or by operation of Law.
(d) Other than in connection with the Pre-Closing Distribution, no return of capital is required to be made to, or has been demanded by, the current general partner or the limited partner of Citabar, and the transactions contemplated hereunder will not give rise to a right or obligation of the return of capital to any past or current general partner or limited partner, including Sherman or the Estate.
(e)
Wawa GP has been duly authorized to act as the general partner of Citabar.
(f) The Estate is the only limited partner of Citabar and Wawa GP is the only general partner of Citabar.
(g) Citabar does business only in Ontario and no extra-provincial declaration (or similar filing or notice) is required under the LPA or under the Laws of any other jurisdiction.
(h) Other than any licences, registrations or qualifications relating to Operations or otherwise relating to the Wawa Gold Project, Citabar is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates any material portion of its properties or carries on any material portion of its business to enable its business and assets to be owned, leased and operated, except to the extent that the failure to so comply or to be so licensed, registered or qualified would not have a Vendor Material Adverse Effect and all such licenses, registrations or qualifications which are material are valid and existing in good standing.
(i) Citabar has not carried on business or undertaken any activity not permitted by the Partnership Agreement, as from time to time in effect.
(j) Other than any Licences relating to Operations or otherwise relating to the Wawa Gold Project, Citabar does not have any Licences that are material to its business.
(k) Citabar qualifies as a “Canadian partnership” within the meaning ascribed to that term in the Tax Act and Citabar has conducted and will conduct its affairs so as to continue to qualify as a “Canadian partnership” under the Tax Act until the Closing Time.
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(l) The Partnership Agreement delivered to the Purchaser at Closing pursuant to Section 8.2(e) is, as at the Closing Date, a true and complete copy of the Partnership Agreement, together with all amendments thereto, if any, and, as at the Closing Date, is in full force and effect.
(m) No proceedings have been taken, instituted or, to the knowledge of the Vendors, are pending for the dissolution or liquidation of Citabar.

4.2 Representations and Warranties in respect of Wawa GP

(a) Wawa GP is a corporation duly incorporated and validly subsisting in all respects under the Laws of its jurisdiction of incorporation. Wawa GP has all necessary corporate power to own and lease its properties, to own its interest in the Properties, and to carry on its business as it is now being conducted and to act as general partner of Citabar, and is duly qualified and properly registered or licensed to carry on business under the Laws of all jurisdictions in which its business as now conducted is carried on.
(b) Wawa GP is not a “reporting issuer”, within the meaning of applicable Canadian securities Laws in any jurisdiction in Canada.
(c) The certificate and articles of incorporation and the by-laws of Wawa GP delivered to the Purchaser at Closing pursuant to Section 8.2(e) are, as at the Closing Date, true and complete copies of the certificate and articles of incorporation and the bylaws of Wawa GP, as amended to the Closing Date.
(d) Wawa GP has conducted and is conducting its business in compliance in all material respects with all applicable Laws, rules and regulations in each jurisdiction in which it carries on a material portion of its business and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates any material portion of its properties or carries on any material portion of its business to enable its business and assets to be owned, leased and operated, except to the extent that the failure to so comply or to be so licensed, registered or qualified would not have a Vendor Material Adverse Effect and all such licenses, registrations or qualifications which are material are valid and existing in good standing.
(e) Other than any Licences relating to Operations or otherwise relating to the Wawa Gold Project, Wawa GP does not have any Licences that are material to its business.
(f) No proceedings have been taken, instituted or, to the knowledge of the Vendors, are pending for the dissolution or liquidation of Wawa GP.

4.3 Representations and Warranties of 874253

(a) 874253 is a corporation duly incorporated and validly subsisting in all respects under the laws of its jurisdiction of incorporation. 874253 is not a “reporting issuer”, within the meaning of applicable Canadian securities Laws in any
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jurisdiction in Canada. 874253 has all necessary corporate power to own and lease its properties and to carry on its business as it is now being conducted, and is duly qualified and properly registered or licensed to carry on business under the Laws of all jurisdictions in which its business as now conducted is carried on.

(b) 874253 has good right, full corporate power and authority to enter into this Agreement and to sell, assign and transfer the Purchased Share to the Purchaser in the manner contemplated herein and to perform all of 874253’s obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by 874253 and is a legal, valid and binding obligation of 874253, enforceable against 874253 by the Purchaser in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act and analogous legislation in other relevant jurisdictions.
(c) The sale of the Purchased Share to be effected by 874253 in accordance with the terms of this Agreement will have been made in compliance with all applicable securities legislation including the Securities Act (Ontario).
4.4 Representations and Warranties of the Estate
(a) [representation redacted for confidentiality reasons]
(b) The Estate Trustees have the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and have taken all necessary action to authorize the execution, delivery and performance of this Agreement.
(c) This Agreement has been duly and validly authorized, executed and delivered by the Estate Trustees and constitutes a legal, valid and binding obligation of the Estate, enforceable in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act and analogous legislation in other relevant jurisdictions.
(d) The Estate Trustees are not under any obligation, contractual or otherwise, to request or obtain the consent of any Person, and no permits, licenses, certifications, authorizations or approvals of, or notifications to, any federal, provincial, municipal or local government or governmental agency, board, commission or authority are required to be obtained by the Estate Trustees in connection with the execution,
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delivery or performance by the Estate Trustees of this Agreement or the completion of any of the transactions contemplated herein.

(e) The sale of the LP Interest to be effected by the Estate in accordance with the terms of this Agreement will have been made in compliance with all applicable securities Laws including the Securities Act (Ontario).

4.5 No Other Purchase Agreements

(a) Except for the Purchaser’s rights hereunder, no Person has any agreement, option, understanding or commitment, or any right or privilege (whether by law, preemptive or contractual right) capable of becoming an agreement, option or commitment, including convertible, securities, warrants or convertible obligations of any nature, for:
(i) the purchase, subscription, allotment or issuance of, or conversion into, any of the unissued securities of Wawa GP or for any Interest in Citabar;
(ii) the purchase from 874253 of the Purchased Share;
(iii) the purchase from Wawa GP of its GP Interest; or
(iv) the purchase from the Estate or Sherman of the LP Interest.
(b) Except for the Purchaser’s rights hereunder, the rights of the Purchaser and Augustine under the Joint Venture Agreement and excluding any actions taken by the Manager under the Joint Venture Agreement on behalf of any of the parties to the Joint Venture Agreement, neither Citabar nor Wawa GP has entered into any agreement for the purchase or other acquisition from Citabar or Wawa GP of any of their interest in the Properties.

4.6 Title to Purchased Interest

(a) 874253 is the sole registered and beneficial owner of the Purchased Share, with good and marketable title thereto, free and clear of all Encumbrances. At the Closing Time, the Purchaser will acquire good and valid title to the Purchased Share, free and clear of all Encumbrances (other than any Encumbrances resulting from an action of the Purchaser).
(b) Wawa GP is the sole general partner of Citabar and the Estate is the sole limited partner of Citabar. The GP Interest and the LP Interest constitute the entirety of the Interests. Wawa GP is the sole legal and beneficial owner of the GP Interest, with good title thereto, free and clear of all Encumbrances. The Estate is the sole legal and beneficial owner of the LP Interest, with good title thereto, free and clear of all Encumbrances. At the Closing Time, the Purchaser will acquire good and valid title to the LP Interest, free and clear of all Encumbrances (other than any Encumbrances resulting from an action of the Purchaser).
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4.7 Contractual and Regulatory Approvals

Other than to the extent related to the Wawa Gold Project, including the Operations, the Closure Plan, the Financial Assurance and any agreements entered into in connection with the Wawa Gold Project, none of Wawa GP, 874253, Citabar or the Estate is under any obligation, contractual or otherwise, to request or obtain the consent of any Person, and no permits, licenses, certifications, authorizations or approvals of, or notifications to, any Governmental Authority are required to be obtained by Wawa GP, 874253, Citabar or the Estate:

(a) in connection with the execution, delivery or performance by 874253 or the Estate of this Agreement or the completion of any of the transactions contemplated herein;
(b) to avoid the loss of any permit, licence, certification or other authorization held by Wawa GP or Citabar; or
(c) in order that the authority of Wawa GP or Citabar to carry on their respective businesses in the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the transactions contemplated hereunder.

4.8 Compliance with Constating Documents, Agreements and Laws

Other than to the extent related to the Wawa Gold Project, including the Operations, the Closure Plan and the Financial Assurance, the execution, delivery and performance of this Agreement by the Vendors, and the completion of the transactions contemplated hereby, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of 874253 or the Estate under:

(a) any applicable Law;
(b) the provisions of any contract to which the Vendors, Wawa GP or Citabar is a party or by which any of them is, or any of their properties or assets are, bound;
(c) any term or provision of any of the articles of incorporation or by laws of 874253;
(d) the terms of any agreement, indenture, instrument or understanding or other obligation or restriction to which 874253, Wawa GP, Citabar or the Estate is a party or by which any of them is bound; or
(e) any term or provision of any of the Licences or any Order or any Law of any jurisdiction in which the business of Wawa GP or Citabar is carried on.

4.9 Authorized and Issued Capital

The authorized capital of Wawa GP consists of an unlimited number of common shares, of which one common share, being the Purchased Share, has been duly issued and is outstanding as fully paid and non-assessable.

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4.10 Shareholders’ Agreements, etc.,

There are no shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of the Purchased Share.

4.11 Liabilities of Citabar and Wawa GP

Other than to the extent related to the Joint Venture Agreement, the Venture and/or the Wawa Gold Project, including the Operations, the Closure Plan and the Financial Assurance, there are no liabilities (contingent or otherwise) of Citabar and of Wawa GP (in its own capacity and in its capacity as general partner of Citabar) of any kind whatsoever, and to the best of the knowledge of the Vendors, there is no basis for assertion against Citabar or Wawa GP of any liabilities of any kind, other than, in each case, the Outstanding Capital Calls Amount and any Taxes described in Section 9.2(c).

4.12 Indebtedness

Except for the Financial Assurance, neither Citabar nor Wawa GP (in its own capacity and in its capacity as general partner of Citabar) has any bonds, debentures, mortgages, promissory notes or other indebtedness outstanding, and is not under any obligation to create or issue any bonds, debentures, mortgages, promissory notes or other indebtedness to any Person.

4.13 Dividends and Distributions

Except for the Pre-Closing Distribution, since January 1, 2020, neither Citabar nor Wawa GP (in its own capacity and in its capacity as general partner of Citabar) has, as applicable, declared or paid any dividend or made any other distribution on any of its securities or any Interest, or redeemed or purchased or otherwise acquired any of its securities or any Interest, or reduced its authorized capital or returned capital (as applicable), or agreed to any of the foregoing.

4.14 Tax Matters

(a) Each of Citabar and Wawa GP (in its own capacity and in its capacity as general partner of Citabar) has duly and on a timely basis prepared and filed all Tax Returns and other documents required to be filed by it in respect of all Taxes and such returns and documents are complete and correct. Complete and correct copies of (i) the Tax Returns and other documents filed by or on behalf of Wawa GP in respect of its fiscal years ended August 31, 2018, August 31, 2019 and June 16, 2020, and (ii) the Tax Returns and other documents filed by or on behalf of Citabar in respect of its fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019 have been provided to the Purchaser. Neither Citabar nor Wawa GP (in its own capacity and in its capacity as general partner of Citabar) has received any refund of Taxes to which it was not entitled.
(b) Each of Citabar and Wawa GP (in its own capacity and in its capacity as general partner of Citabar) has paid all Taxes which are due and payable by it on or before the date hereof within the time and in the manner required by Law.
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(c) Canadian federal and provincial income tax assessments have been issued to Wawa GP covering all past periods up to and including the fiscal year ended June 16, 2020. There are no actions, suits, proceedings, investigations, enquiries or claims now pending or made or, to the knowledge of the Vendors, threatened against either Citabar or Wawa GP (in its own capacity and in its capacity as general partner of Citabar) in respect of Taxes.
(d) There are no agreements, waivers or other arrangements providing for any extension of time with respect to the filing of any Tax Return or other document or the payment of any Taxes by Wawa GP (in its own capacity and in its capacity as general partner of Citabar) or the period for any assessment or reassessment or additional assessment of Taxes.
(e) Wawa GP has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any assessment or deficiency.
(f) Citabar and Wawa GP (in its own capacity and in its capacity as general partner of Citabar) has (i) correctly withheld from each amount paid or credited to any Person the amount of Taxes required to be withheld therefrom, and (ii) collected all amounts required to be collected by it on account of Taxes and has remitted such Taxes to the proper Tax Authorities within the time required under any applicable Law.
(g) Wawa GP is a “taxable Canadian corporation” as defined in the Tax Act and has been one since its formation.
(h) No claim has ever been made by a Governmental Authority in respect of Taxes in a jurisdiction where Citabar and Wawa GP (in its own capacity and in its capacity as general partner of Citabar), as applicable, do not file Tax Returns that Citabar and Wawa GP (in its own capacity and in its capacity as general partner of Citabar), as applicable, are or may be subject to Tax by that jurisdiction.
(i) The terms and conditions made or imposed in respect of every transaction (or series of transactions) between Citabar and Wawa GP (in its own capacity and in its capacity as general partner of Citabar), as applicable, and any Person that is (x) a non-resident of Canada for purposes of the Tax Act, and (y) not dealing at arm’s length with Citabar and Wawa GP, as the case may be, for purposes of the Tax Act, do not differ from those that would have been made between persons dealing at arm’s length for purposes of the Tax Act, and all documentation or records as required by applicable Law has been made or obtained in respect of such transactions (or series of transactions).
(j) Neither Citabar nor Wawa GP (in its own capacity and in its capacity as general partner of Citabar) is party to or bound by any tax sharing agreement, tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Authority).
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(k) There are no circumstances existing which could result in the application to Citabar and Wawa GP (in its own capacity and in its capacity as general partner of Citabar) of sections 17, 78, 80, 80.01, 80.02, 80.03, 80.04 of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.
(l) Neither Citabar nor Wawa GP (in its own capacity and in its capacity as general partner of Citabar) has acquired property from a Person not dealing at arm’s length (for purposes of the Tax Act) with it in circumstances that would result in Citabar or Wawa GP becoming liable to pay Taxes of such Person under subsection 160(1) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.
(m) Except for the Joint Venture Agreement and the Partnership Agreement, neither Citabar nor Wawa GP (in its own capacity and in its capacity as general partner of Citabar) is subject to any joint venture, partnership or other arrangement or contract that is treated as a partnership for income tax purposes in any jurisdiction.

4.15 Litigation

Except as may result or otherwise occur from any actions taken, or caused to be taken, or not taken, or not caused to be taken, by the Purchaser in connection with the Joint Venture Agreement and/or the Wawa Gold Project, including the Operations, Closure Plan and the Financial Assurance, there are no actions, suits or proceedings, judicial or administrative pending or, to the knowledge of the Vendors, threatened, by or against or affecting either Citabar or Wawa GP, at law or in equity, or before or by any Governmental Authority. To the knowledge of the Vendors, there are no grounds on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.

4.16 Environmental Matters

To the knowledge of the Vendors, as of the date hereof neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) has received any notice of any non compliance with any Environmental Laws, and neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) has ever been convicted of an offence for non compliance with any Environmental Laws or been fined or otherwise sentenced or settled such prosecution short of conviction.

4.17 No Sale of Interests in the Properties

Other than to the Purchaser or Augustine in accordance with the Joint Venture Agreement or pursuant to this Agreement or except as a result of any actions taken, or caused to be taken, or not taken, or not caused to be taken, by the Purchaser in connection with the Joint Venture Agreement and/or Wawa Gold Project, including the Operations, none of Citabar, Wawa GP or the Vendors have transferred, assigned, sold, leased, alienated or optioned the interests of Wawa GP or Citabar in the Property, as described in Schedule 1.1. D, to any Person.

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4.18 Real Property

Except for the Wawa Lots Interest, and except for the interests of Wawa GP and Citabar in the Properties, neither Citabar nor Wawa GP, either in its own capacity or in its capacity as general partner of Citabar, owns or has any right, title or interest in any real property.

4.19 Work Orders and Deficiencies

To the knowledge of the Vendors, as of the date hereof none of Citabar, Wawa GP (in its own capacity or in its capacity as general partner of Citabar) or the Vendors have received, and are not aware of, any standing work orders, non compliance orders, deficiency notices or other such notices related to the Properties or the other properties and assets of Citabar or Wawa GP which have been issued by any Governmental Authority.

4.20 Leases of Personal Property

Other than to the extent related to the Wawa Gold Project, including the Operations, neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) is the lessee under any lease of personal property.

4.21 Subsidiaries and Other Interests

Wawa GP has no subsidiaries and neither Citabar nor Wawa GP, in its own capacity or in its capacity as general partner of Citabar, owns any securities issued by, or any equity or ownership interest in, any other Person, except for the Red Pine Shares and the Delta Shares. Neither Citabar nor Wawa GP is subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any Person, other than any obligation or requirement, if any, under the Joint Venture Agreement.

4.22 Partnerships or Joint Ventures

Other than pursuant to the Joint Venture Agreement and the Partnership Agreement, neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) is a partner or participant in any partnership, joint venture, profit sharing arrangement or other association of any kind and is not party to any agreement under which either Citabar or Wawa GP agrees to carry on any part of a business or any other activity in such manner or by which Citabar or Wawa GP agrees to share any revenue or profit with any other Person.

4.23 Restrictions on Doing Business

Other than pursuant to the Joint Venture Agreement and the Partnership Agreement, neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) is a party to or bound by any agreement which restricts or limits its right to carry on any business or activity or to solicit business from any Person or in any geographical area. Neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) is subject to any legislation or any judgment, order or requirement of any court or governmental authority which is not of general application. To the knowledge of the Vendors, there are no facts or circumstances which could materially adversely affect the ability of either Citabar or Wawa GP to

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continue to operate its business as presently conducted following the completion of the transactions contemplated by this Agreement.

4.24 Guarantees, Warranties

(a) Other than pursuant to or in connection with the Closure Plan, the Financial Assurance and [specified agreements redacted for confidentiality reasons] , neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) is a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any Person.
(b) Other than in connection with the Closure Plan, including the provision of the Financial Assurance, neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) is required to provide any letters of credit, bonds or other financial security arrangements in any manner whatsoever.

4.25 Outstanding Agreements

Other than the Joint Venture Agreement, the Partnership Agreement, [specified agreements redacted for confidentiality reasons] , and other than to the extent related to the Joint Venture Agreement, the Venture and/or the Wawa Gold Project, including the Operations, the Closure Plan and the Financial Assurance, neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) is a party to or bound by any outstanding or executory agreement, contract or commitment, whether written or oral.

4.26 Employment Agreements

Neither Citabar nor Wawa GP is a party to any written or oral employment, service or consulting agreement relating to any one or more Persons. Neither Citabar nor Wawa GP (in its own capacity or in its capacity as general partner of Citabar) has any employees. There are no outstanding charges or complaints against Citabar or Wawa GP relating to unfair labour practices or discrimination or under any legislation relating to employees. Neither Citabar nor Wawa GP, in its own capacity or in its capacity as general partner of Citabar, has, and is not subject to any present or future obligation or liability under, any Employee Plan.

4.27 Insurance

There are no insurance policies maintained by or in respect of Citabar or Wawa GP.

4.28 Accounts Receivable

There are no accounts receivable owing to Citabar or Wawa GP.

4.29 Non Arm’s Length Matters

Other than [specified agreements redacted for confidentiality reasons] and the PreClosing Distribution, neither Citabar nor Wawa GP (in its own capacity or in its capacity as general

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partner of Citabar) is a party to or bound by any agreement with, is indebted to, and no amount is owing to Wawa GP or Citabar by, the Vendors or any of the Vendors’ Affiliates or any officers, former officers, directors, former directors, shareholders, former shareholders, employees or former employees of Citabar or Wawa GP or any Person not dealing at arm’s length with any of the foregoing.

4.30 Compliance with Laws

To the knowledge of the Vendors, neither Citabar nor Wawa GP, in its own capacity or in its capacity as general partner of Citabar, is in violation of any applicable Law.

4.31 Vendors’ Residency

Each of the Estate and 874253 is not a non resident of Canada within the meaning

of the Tax Act.

4.32 Partnership Agreement

To the knowledge of the Vendors, as of the date hereof and as of the Closing Date, there has been no breach of the terms and conditions of the Partnership Agreement by either Wawa GP or the Estate that has resulted in Wawa GP or Citabar disposing of or ceasing to hold any of its interest in the Properties.

ARTICLE 5 REPRESENTATIONS & WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Vendors as follows, and acknowledges that the Vendors are relying upon the accuracy of each of such representations and warranties in connection with the sale of the Purchased Interest and the completion of the other transactions hereunder:

5.1 Corporate Authority and Binding Obligation

The Purchaser is a corporation duly incorporated and validly subsisting in all respects under the laws of its jurisdiction of incorporation. The Purchaser has good right, full corporate power and authority to enter into this Agreement and to purchase the Purchased Interest from the Vendors in the manner contemplated herein and to perform all of the Purchaser’s obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act and analogous legislation in other relevant jurisdictions.

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5.2 Contractual and Regulatory Approvals

Other than those consents, approvals and notifications set out in Sections 6.8(a) and 7.1, the Purchaser is not under any obligation, contractual or otherwise, to request or obtain the consent of any Person, and no permits, licences, certifications, authorizations or approvals of, or notifications to, any Governmental Authority are required to be obtained by the Purchaser in connection with the execution, delivery or performance by the Purchaser of this Agreement or the completion of any of the transactions contemplated herein.

5.3 Compliance with Constating Documents, Agreements and Laws

The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein and the completion of the transactions contemplated hereby by the Purchaser, will not constitute or result in a violation or breach of or default under:

(a) any term or provision of any of the articles, by laws or other constating documents of the Purchaser;
(b) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Purchaser is a party or by which it is bound; or
(c) subject to the TSX-V Approvals, any term or provision of any licenses, registrations or qualification of the Purchaser or any order of any court, governmental authority or regulatory body or any applicable Law or regulation of any jurisdiction.

5.4 Dissolution Proceedings

No proceedings have been taken, instituted or, to the knowledge of the Purchaser, are pending for the dissolution or liquidation of the Purchaser.

5.5 Corporate Action

All necessary corporate action has been taken by the Purchaser so as to validly issue the Consideration Shares on Closing as fully paid and non-assessable Common Shares.

5.6 Validly Issued and Fully Paid

The Consideration Shares, when issued and delivered in accordance with the terms hereof, will be duly and validly issued as fully paid and non-assessable Common Shares in the capital of the Purchaser. At Closing, the Consideration Shares, if any, will be listed for trading on the TSX-V and will not be subject to any contractual or other restrictions on transferability or voting other than those imposed under Canadian Securities Laws.

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5.7 No-Pre-Emptive Rights

The issue of the Consideration Shares will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Purchaser or to which the Purchaser is subject.

5.8 Authorized, Issued and Outstanding

As of the date hereof, the authorized capital of the Purchaser consists of (i) an unlimited number of Common Shares, of which 477,222,387 Common Shares are outstanding as fully paid and non-assessable shares in the capital stock of the Purchaser, and (ii) an unlimited number of preferred shares, of which no preferred shares are issued or outstanding.

5.9 Stock Exchange Listing

(a) The currently issued and outstanding Common Shares are listed and posted for trading on the TSX-V and no order ceasing or suspending trading in any securities of the Purchaser or prohibiting the issuance of the Consideration Shares has been threatened or, to the best knowledge of the Purchaser, are pending.
(b) The Purchaser has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX-V and the Purchaser is currently in material compliance with the rules and policies of the TSX-V.

5.10 Securities Law Matters

(a) The Purchaser is a “reporting issuer” in the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec within the meaning of securities legislation in such provinces. The Purchaser is not in default in the performance of its material obligations under the securities legislation applicable in such provinces and is in compliance, in all material respects, with all applicable rules and regulations of the TSX-V (such securities legislation and such rules and regulations of the TSX-V being collectively referred to as the “ Canadian Securities Laws ”).
(b) No order ceasing or suspending trading in any securities of the Purchaser or prohibiting the issue, sale and delivery (as applicable) of securities or the trading of any of the Purchaser’s issued securities has been issued and no proceedings for such purpose are pending or, to the Purchaser’s knowledge, threatened.
(c) The Purchaser is in compliance in all material respects with all timely disclosure obligations under Canadian Securities Laws and, without limiting the generality of the foregoing, there has not occurred any material change in the assets, liabilities (absolute, accrued, contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of the Purchaser and its subsidiaries, taken as a whole, which has not been publicly disclosed. Each document comprising the Purchaser Public Record was, as of the date thereof, in compliance in all material respects with Canadian Securities Laws and such
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documents collectively constitute full, true and plain disclosure of all material facts relating to the Purchaser, and did not contain any Misrepresentation. No confidential material change report has been filed that remains confidential on the date hereof.

5.11 NSR Matters

As at the date of the Red Pine NSR Agreement, the Red Pine NSR Agreement will completely and correctly set out on Schedule B attached thereto all of those Properties to which Red Pine is the sole registered holder and the map set out on Schedule A attached thereto will completely and correctly set out the property boundary relating to such Properties. As at the date of the Red Pine/Wawa NSR Agreement, the Red Pine/Wawa NSR Agreement will completely and correctly set out on Schedule B attached thereto all of those Properties to which Red Pine and Wawa GP are co-registered holders and the map set out on Schedule A attached thereto will completely and correctly set out the property boundary relating to such Properties. As at the Closing Date, the Red Pine NSR Agreement and the Red Pine/Wawa NSR Agreement will collectively provide for a net smelter returns royalty in accordance with their terms in respect of all of the Properties. The Properties consist of all mining, mineral and/or mining and mineral properties that are subject to the Joint Venture Agreement and/or part of the Venture.

ARTICLE 6 COVENANTS

6.1 Investigation of Business and Examination of Documents

During the Intervening Period, the Vendors will make available to the Purchaser and its authorized representatives and, if requested by Purchaser, provide a copy to Purchaser of, all title documents, contracts, financial statements, constating documents, minute books, share certificate books, share registers, policies, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to Citabar, Wawa GP and their business that is in the possession of the Vendors. The exercise of any rights of the Purchaser and its authorized representative under this Section 6.1 shall be exercised reasonably and, without limiting the foregoing, carried out in such manner as not to interfere unduly with the normal operations of the Vendors, Citabar or Wawa GP.

6.2 Conduct of Business

(a) Except as otherwise contemplated by this Agreement, including with respect to the Pre-Closing Distribution, or except as a result of any actions taken, or caused to be taken, or not taken, or not caused to be taken, by the Purchaser in connection with the Joint Venture Agreement and/or Wawa Gold Project, including the Operations, or with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, during the Intervening Period the Vendors will cause Citabar and Wawa GP to:

(i) operate the business of Citabar and Wawa GP only in the ordinary course thereof, consistent with past practices;
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(ii) use all commercially reasonable efforts to preserve the business and goodwill of Citabar and Wawa GP, including the interest of Citabar in and to the Properties;
(iii) maintain the books, records and accounts of Citabar and Wawa GP in the ordinary course and record all transactions on a basis consistent with past practice;
(iv) ensure that Citabar and Wawa GP do not create, incur or assume any long or short-term indebtedness (including obligations in respect of leases) or create any Encumbrance upon any of their respective properties or assets (including their interests in the Properties) or guarantee or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person;
(v) not sell or otherwise dispose of any of their respective properties or assets except in the ordinary course of the business;
(vi)
- not enter into any material agreement;
(vii) not take any action to amend the constating documents of Citabar or Wawa GP;
(viii) not make, change or revoke any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settle or compromise any liability with respect to Taxes, file any amended Tax Return or change any accounting period;
(ix) not declare or pay any dividend or make any other form of distribution or return of capital to the shareholders or partners of Wawa GP or Citabar, as applicable;
(x) not redeem, cancel, purchase or otherwise acquire any interest in Citabar or shares in the capital of Wawa GP; and
(xi) not authorize, agree or otherwise commit, whether or not in writing, to do any of the foregoing.
(b) Notwithstanding Section 6.2(a), Citabar’s obligation to fund any amounts under the Joint Venture Agreement, including the Outstanding Capital Call Amount, shall be suspended during the Intervening Period and Citabar shall not be in default under the Joint Venture Agreement for failing to fund any such amounts. If the transactions contemplated by this Agreement are not completed, Citabar’s obligation to fund amounts under the Joint Venture Agreement shall cease to be suspended and Citabar shall thereafter be required to comply with its obligations under the Joint Venture Agreement, including funding the Outstanding Capital Call Amounts and any amounts that it did not fund due to such suspension in funding. Citabar shall not be subject to any penalties under the Joint Venture Agreement on
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any such amounts that it is required to fund following the end of the suspension period.

6.3 Corporate Action and Closing Conditions

(a) Except as otherwise contemplated by this Agreement and without in any way limiting any other obligations of the Vendors hereunder, during the Intervening Period, the Vendors shall:
(i) take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and all other agreements, documents and certificates delivered pursuant to or contemplated by this Agreement and to complete the transfer of the Purchased Interest to the Purchaser in accordance with the terms and conditions hereof and to cause all necessary meetings of directors, shareholders and partners of Citabar and Wawa GP to be held for such purpose;
(ii) take all such reasonable actions as are within its power and otherwise use all commercially reasonable efforts so as to (A) satisfy and ensure compliance with the conditions contained in Article 7 and (B) cause the Closing to occur as promptly as reasonably practicable following the date hereof; and
(iii) not take or agree to take any action that would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement.
(b) Except as otherwise contemplated by this Agreement and without in any way limiting any other obligations of the Purchaser hereunder, during the Intervening Period, the Purchaser shall:
(i) take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and all other agreements, documents and certificates delivered pursuant to or contemplated by this Agreement and to complete the valid and due issuance of the Consideration Shares, if any, to the Estate in accordance with the terms and conditions contained herein and to cause all necessary meetings of directors and shareholders of the Purchaser to be held for such purpose;
(ii) take all such reasonable actions as are within its power and otherwise use all commercially reasonable efforts so as to (A) satisfy and ensure compliance with the conditions contained in Article 7 and (B) cause the Closing to occur as promptly as reasonably practicable following the date hereof; and
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(iii) not take or agree to take any action that would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement.

6.4 Tax Returns

(a) The Vendors shall, at their own cost, cause the accountants for Wawa GP and Citabar, as applicable, to duly and timely make or prepare all Tax Returns required to be made or prepared by Wawa GP and Citabar and to duly and timely file all Tax Returns (and other returns customarily prepared by the accountants of Wawa GP and Citabar in the past) required to be filed by Wawa GP and Citabar for any PreClosing Tax Period for which Tax Returns have not been required to be filed or otherwise filed as of such date. Such Tax Returns shall be prepared and filed on a basis consistent with applicable Laws and the past practices and procedures of Wawa GP and Citabar, as applicable, provided that no reserve may be claimed if any amount could be included in the income of Wawa GP for any period ending after the Closing Date. The Vendors shall provide to the Purchaser for its review a draft of each such Tax Return no later than 30 days in the case of an income Tax Return of Wawa GP, and 10 days in the case of any other Tax Return (including an income Tax Return for Citabar), prior to the due date for filing such Tax Return with the appropriate Tax Authority. The Purchaser shall notify the Vendors in writing within 15 days in the case of an income Tax Return for Wawa GP, and 5 days in the case of any other Tax Return (including an income Tax Return for Citabar), after delivery of the relevant Tax Return if it has any reasonable comments with respect to items set forth in such Tax Return and such comments shall be incorporated into the relevant Tax Return by the Vendors provided that such comments are in accordance with applicable Laws. The Parties acknowledge that an election under subsection 256(9) of the Tax Act will not be made in respect of the taxation year of Wawa GP ending (or otherwise ending) on or immediately prior to the Closing Date.
(b) The Purchaser shall cause Wawa GP and Citabar, as applicable, to prepare and file any Tax Returns for any Straddle Period or any other period that is not a PreClosing Tax Period, in both cases, which are required to be filed after the Closing Date. All such Tax Returns for any Straddle Period shall be prepared and filed on a basis consistent with applicable Laws and the past practices and procedures of the relevant entity. For greater certainty, the Tax Returns for the fiscal year of Citabar ending December 31, 2021 shall be prepared on the basis that all of the income or losses realized by Citabar in such fiscal period, including in respect of the PreClosing Distribution, shall be allocated to the Purchaser. The Purchaser shall provide to the Vendors for their review a draft of each such Tax Return for a Straddle Period no later than 30 days in the case of an income Tax Return, and 10 days in the case of any other Tax Return, prior to the due date for filing such Tax Return with the appropriate Tax Authority. The Vendors shall notify the Purchaser in writing within 15 days in the case of an income Tax Return, and 5 days in the case of any other Tax Return, after delivery of the relevant Tax Return if it has any reasonable comments with respect to items set forth in such Tax Return and such
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comments shall be incorporated into the relevant Tax Return by the Purchaser provided that such comments are in accordance with applicable Laws and relate to Taxes described in Section 9.2(c).

(c) The Vendors and the Purchaser shall co-operate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of all Tax Returns of Wawa GP and Citabar and shall preserve such data and other information until the expiration of any applicable limitation period under any applicable Law with respect to Taxes.
(d) If Wawa GP receives any refund in respect of Taxes for any Pre-Closing Tax Period, the Purchaser shall immediately advise the Vendors by notice in writing of such refund and shall cause Wawa GP to pay the full amount of such refund to the Vendors by wire transfer of immediately available funds to the Vendors as directed by the Vendors. If any Tax Authority subsequently denies or otherwise reduces the amount of such refund, the Vendors shall immediately repay to Wawa GP such denied or reduced amount.

6.5 TSX-V Transaction Approvals

(a) The Purchaser shall use best efforts to promptly obtain the TSX-V Transaction Approval.
(b) Without limiting Section 6.5(a), the Purchaser shall, promptly:
(i) following the date hereof, and in any event within five Business Days after the date hereof, make all necessary or advisable filings, notifications and other submissions required to be made to the TSX-V in order to obtain the TSX-V Conditional Acquisition Approval and the TSX-V Conditional Financing Arrangement Approval, and shall promptly respond to any requests for further information, revised filings or other submissions made by the TSX-V in connection with the TSX-V Conditional Acquisition Approval or the TSX-V Conditional Financing Arrangement Approval;
(ii) following receipt of TSX-V Conditional Acquisition Approval, make all necessary or advisable filings, notifications and other submissions required to be made to the TSX-V in order to obtain the TSX-V Acquisition Approval, and shall promptly respond to any requests for further information, revised filings or other submissions made by the TSX-V in connection with the TSX-V Acquisition Approval; and
(iii) following receipt of TSX-V Conditional Financing Arrangement Approval, make all necessary or advisable filings, notifications and other submissions required to be made to the TSX-V in order to obtain the TSX-V Financing Arrangement Approval, and shall promptly respond to any requests for further information, revised filings or other submissions made by the TSXV in connection with the TSX-V Financing Arrangement Approval.
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(c) The Purchaser shall provide the Vendors with a reasonable advance opportunity to review and comment on all filings, notifications and other submissions to be made by the Purchaser to the TSX-V in connection with each of the TSX-V Approvals, and shall consider in good faith all comments provided by the Vendors. The Purchaser shall provide the Vendors copies of all written communications from the TSX-V to the Purchaser and shall keep the Vendors apprised of all discussions and communications between the Purchaser and the TSX-V regarding the TSX-V Approvals.
(d) The Purchaser shall promptly and from time to time notify the Vendors following receipt of each of the TSX-V Approvals.

6.6 Confidentiality

(a) Prior to the Closing Time and, if the transactions contemplated hereby are not completed, at all times after the Closing Time, the Purchaser will keep confidential all information obtained by it relating to Citabar and Wawa GP, except such information which:
(i) prior to the date hereof was already in the possession of the Purchaser, as demonstrated by written records, and in respect of which the Vendors did not have a prior confidentiality obligation;
(ii) is generally available to the public, other than as a result of a disclosure by the Purchaser; or
(iii) is made available to the Purchaser on a non-confidential basis from a source other than the Vendors or their representatives where such disclosure was not in breach of any confidentiality obligations of such source.

The Purchaser further agrees that such information will be disclosed only to those of its employees and representatives of its advisors who need to know such information for the purposes of evaluating and implementing the transactions contemplated hereby. Notwithstanding the foregoing provisions of this Section 6.6(a), the obligation to maintain the confidentiality of such information will not apply to the extent that disclosure of such information is required pursuant to applicable corporate or securities Laws, or the rules of the TSX-V. If the transactions contemplated hereby are not consummated for any reason, the Purchaser will return forthwith, without retaining any copies thereof, all information and documents obtained from Wawa GP, Citabar, 874253 or the Estate in connection with this Agreement and the transactions contemplated by this Agreement.

(b) Whether or not the transactions contemplated hereby are completed, at all times the Vendors will keep confidential all information obtained by it relating to the Purchaser, except such information which:
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(i) prior to the date hereof was already in the possession of the Vendors, as demonstrated by written records, and in respect of which the Vendors did not have a prior confidentiality obligation;
(ii) is generally available to the public, other than as a result of a disclosure by the Vendors; or
(iii) is made available to the Vendors on a non-confidential basis from a source other than the Purchaser or its representatives where such disclosure was not in breach of any confidentiality obligations of such source.

The Vendors further agree that such information will be disclosed only to those of its employees and representatives of its advisors who need to know such information for the purposes of evaluating and implementing the transactions contemplated hereby. Notwithstanding the foregoing provisions of this Section 6.6(b), the obligation to maintain the confidentiality of such information will not apply to the extent that disclosure of such information is required pursuant to applicable corporate or securities Laws, or the rules of the TSX-V. If the transactions contemplated hereby are not consummated for any reason, the Vendors will return forthwith, without retaining any copies thereof, all information and documents obtained from the Purchaser in connection with this Agreement and the transactions contemplated by this Agreement.

6.7 Pre-Closing Distribution

(a) Prior to the Closing Date, the Vendors shall take, or cause to be taken all reasonable action and do, or cause to be done, all other things reasonably necessary, proper and advisable under applicable Laws, and in such manner as may be most Tax efficient to the Vendors as determined in their sole discretion, to:
(i) transfer from Citabar to the Estate the Red Pine Shares;
(ii) transfer from Citabar and Wawa GP to the Estate any cash and cash equivalents on hand; and
(iii) transfer from Citabar to Signet the Wawa Lots Interest in consideration for a promissory note executed by Signet, as debtor, (the “ Wawa Lots Note ”) and, concurrent therewith, transfer from Citabar to the Estate the Wawa Lots Note as a return of capital or other distribution of Citabar.

(such transactions being the “ Pre-Closing Distribution ”).

(b) The Vendors shall provide the Purchaser with copies of all documentation to effect the Pre-Closing Distribution reasonably requested by the Purchaser.
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6.8 Financial Assurance and Closure Plan

(a) Following the Closing, the Purchaser shall promptly, and in any event not later than three Business days following the Closing Date, deliver to MENDM a written notice notifying MENDM of the change of ownership of Citabar as proponent of the Closure Plan as a result of the Purchaser’s acquisition of the Purchased Interest hereunder.

(b) The Purchaser covenants and agrees to, not later than 30 days following the Closing Date or such longer period as the Vendors may agree in writing, provide a letter of credit or other form of security that is acceptable to the MENDM in favour of Her Majesty the Queen in Right of Ontario as represented by the Minister of Energy Northern Development and Mines of Ontario, that is in form and substance satisfactory to the MENDM, to replace the Financial Assurance and to cause the MENDM to return the Financial Assurance to Sherfam (the “ Replacement Financial Assurance ”), and the Purchaser shall take all actions as may be requested or required by the MENDM or the Vendors or otherwise necessary to cause or otherwise enable the MENDM to replace the Financial Assurance with the Replacement Financial Assurance and return the Financial Assurance to Sherfam. The Purchaser shall provide the Vendors with evidence satisfactory to the Vendors that the Replacement Financial Assurance was delivered to the MENDM in accordance with this Section 6.8(b). Without limiting the obligations of the Purchaser and the rights of the Vendors and Sherfam under this Section 6.8, the parties acknowledge and agree that the intention of the parties hereunder is to cause in accordance with this Section 6.8 the Financial Assurance to be returned undrawn and in whole to Sherfam.

(c) If after the Closing Date the MENDM notifies the Purchaser that MENDM will not return the Financial Assurance to Sherfam by way of taking receipt of the Replacement Financial Assurance as contemplated in Section 6.8(b), the Purchaser shall promptly seek confirmation (the “ Additional Undertaking Confirmation ”) from the MENDM and any other applicable Governmental Authority as to what the MENDM and any such other Governmental Authority requires to be undertaken and completed by the Purchaser and its Affiliates in order to return the Financial Assurance to Sherfam (the “ Additional Undertakings ”). Following the Additional Undertaking Confirmation the Purchaser shall, and shall cause its Affiliates to, promptly take all steps necessary to complete the Additional Undertakings and cause the Financial Assurance to be returned to Sherfam. The Purchaser acknowledges that the Additional Undertakings may include amending the Closure Plan.

(d) On Closing the Purchaser shall deposit $315,000.00 (the “ Trust Funds ”) into a trust account of the Escrow Agent and the Purchaser agrees that such funds shall be held in escrow by the Escrow Agent for the benefit of the Vendors and Sherfam pending and subject to the return of the Financial Assurance to Sherfam in accordance with the terms of the Escrow Agreement. If any amount is drawn on the Financial Assurance by the beneficiary thereunder, the 874253 may, in accordance with the Escrow Agreement, request the Escrow Agent to pay to Sherfam or its designee from the Trust Funds an amount equal to the amount drawn and the Escrow Agent shall pay such amount to Sherfam or its designee. Following the return of the Financial Assurance to Sherfam, the Purchaser and 874253 shall direct the Escrow Agent in accordance with the Escrow Agreement to return any remaining Trust Funds to the Purchaser.

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(e) The payment of any amount to Sherfam from the Trust Funds shall not relieve the Purchaser of its obligation to cause the Financial Assurance to be returned to Sherfam in accordance with this Section 6.8, unless the Financial Assurance has been drawn down in full.

(f) The Purchaser shall promptly provide the Vendors with all written correspondence between any representatives of the Purchaser or its Affiliates and the MENDM or any other Governmental Authority in respect of the Financial Assurance, the Replacement Financial Assurance or the Additional Undertakings. Upon request of the Vendors from time to time, the Purchaser shall provide the Vendors an update on the status of the replacement of the Financial Assurance, the delivery of the Replacement Financial Assurance and any Additional Undertakings.

ARTICLE 7 CONDITIONS

7.1 Conditions to the Obligations of the Purchaser

Notwithstanding anything herein contained, the obligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Closing Time, which are for the exclusive benefit of the Purchaser:

(a) the representations and warranties of the Vendors contained in this Agreement (other than the Vendors’ Fundamental Representations) shall be true and accurate as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) except to the extent that all inaccuracies or incompleteness therein would not, in the aggregate, have or reasonably be expected to have a Vendor Material Adverse Effect (without regard to any qualification with respect to materiality or Vendor Material Adverse Effect contained in such representations and warranties);
(b) the Vendors’ Fundamental Representations shall be true and accurate as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) in all respects;
(c) there shall not have been or occurred a Vendor Material Adverse Effect;
(d) no Order of any Governmental Authority which restrains, enjoins, prohibits, or otherwise makes illegal the consummation by the Purchaser of the transactions contemplated by this Agreement shall be in effect;
(e) the Purchaser shall have obtained the TSX-V Transaction Approval;
(f) the Purchaser shall have obtained the TSX-V Consolidation Approval;
(g) the Vendors shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied
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with by the Vendors on or prior to the Closing Date, and all deliveries contemplated by Section 8.2 shall have been tabled;

(h) the Consolidation shall have been effected in accordance with the terms hereof following receipt of TSX-V Consolidation Approval but prior to completion of the Financing Arrangement; and
(i) the Financing Arrangement shall have been completed in accordance with the terms hereof, and, for greater certainty, in the case of a Financing Arrangement completed by way of the Private Placement, the escrow release conditions of the Subscription Receipts contained in the Subscription Receipt Agreement shall have been satisfied.

7.2 Waiver by Purchaser

The conditions contained in Section 7.1 are inserted for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser at any time prior to the Closing Time by delivery to the Vendors of a written waiver to that effect executed by the Purchaser. The Vendors acknowledge that the waiver by the Purchaser of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition, as the case may be, and shall not constitute a waiver of any covenant, agreement, representation or warranty made by the Vendors herein that corresponds or is related to such condition or such part of such condition, as the case may be.

7.3 Conditions to the Obligations of the Vendors

Notwithstanding anything herein contained, the obligation of the Vendors to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Closing Time, which are for the exclusive benefit of the Vendors:

(a) the representations and warranties of the Purchaser contained in this Agreement (other than the Purchaser’s Fundamental Representations) shall be true and accurate as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) except to the extent that all inaccuracies or incompleteness therein would not, in the aggregate, have or reasonably be expected to have a Purchaser Material Adverse Effect (without regard to any qualification with respect to materiality contained therein);
(b) the Purchaser’s Fundamental Representations shall be true and accurate as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) in all respects;
(c) there shall not have been or occurred a Purchaser Material Adverse Effect;
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(d) no Order of any Governmental Authority which restrains, enjoins, prohibits, or otherwise makes illegal the consummation by the Vendors of the transactions contemplated by this Agreement shall be in effect;
(e) the Purchaser shall have obtained the TSX-V Transaction Approval;
(f) the Purchaser shall have obtained the TSX-V Consolidation Approval;
(g) the Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date, and all deliveries contemplated by Section 8.3 shall have been tabled;
(h) the Consolidation shall have been effected in accordance with the terms hereof following receipt of TSX-V Consolidation Approval but prior to completion of the Financing Arrangement;
(i) the Financing Arrangement shall have been completed in accordance with the terms hereof, and, for greater certainty, in the case of a Financing Arrangement completed by way of the Private Placement, the escrow release conditions of the Subscription Receipts contained in the Subscription Receipt Agreement shall have been satisfied;
(j) the Pre-Closing Distribution shall have been completed;
(k) the Purchaser shall have used best efforts to complete the Flow-Through Financing prior to the Closing in accordance with Section 3.3(a);
(l) the Purchaser shall have used best efforts to complete the Required Capital Financing prior to the Closing in accordance with Section 3.3(b); and
(m) the MENDM shall not have notified the Purchaser that the MENDM will not return the Financial Assurance to Sherfam by way of taking receipt of the Replacement Financial Assurance as contemplated in Section 6.8(b).

7.4 Waiver by Vendors

The conditions contained in Section 7.3 are inserted for the exclusive benefit of the Vendors and may be waived in whole or in part by the Vendors at any time prior to the Closing Time by delivery to the Purchaser of a written waiver to that effect executed by the Vendors. The Purchaser acknowledges that the waiver by the Vendors of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition, as the case may be, and shall not constitute a waiver of any covenant, agreement, representation or warranty made by the Purchaser herein that corresponds or is related to such condition or such part of such condition, as the case may be.

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ARTICLE 8 CLOSING

8.1 Closing Arrangements

The Closing shall take place at the Closing Time on the first Business Day that is one Business Day following satisfaction (or, to the extent permitted, the waiver) of all conditions set forth in Article 7 (other than those that by their nature are to be satisfied at the Closing, but subject to satisfaction of all such conditions) or as otherwise agreed to by the Purchaser and the Vendors in writing (the “ Closing Date ”). The Closing shall take place at the offices of Wildeboer Dellelce LLP at 365 Bay St., Suite 800, Toronto, Ontario, M5H 2V1 or at such other place or places as may be mutually agreed upon by the Vendors and the Purchaser. Unless otherwise agreed, all closing transactions shall be deemed to have occurred simultaneously.

8.2 Closing Deliveries by the Vendors

At the Closing Time, the Vendors shall execute, or cause to be executed, and shall deliver, or cause to be delivered, to the Purchaser the following:

(a) a certificate of an officer of 874253 and of an authorized representative of the Estate Trustees dated the Closing Date representing and certifying that the conditions set forth in Sections 7.1(a), 7.1(b), 7.1(c) and 7.1(g) have been fulfilled;
(b) a share certificate representing the Purchased Share, duly authorized for transfer to the Purchaser;
(c) written consent and approval of Wawa GP, in its capacity as a partner of Citabar, to the: (i) transfer of the LP Interest from the Estate to the Purchaser, pursuant to and in accordance with the terms and conditions hereof; and (ii) the acceptance of the Purchaser as a “substituted limited partner” within the meaning of the LPA;
(d) certified copies of (i) the constating documents of 874253; (ii) all resolutions of the board of directors of 874253, as applicable, approving the entering into and completion of the transactions contemplated by this Agreement; and (iii) a list of the directors and officers of 874253 authorized to sign agreements together with their specimen signatures;
(e) certified copies of (i) the Partnership Agreement and the constating documents of Wawa GP; and (ii) all resolutions of the shareholders and board of directors of Wawa GP, as applicable, approving (A) the transfer of the Purchased Share from 874253 to the Purchaser pursuant to and in accordance with the terms hereof and (B) subject to the Closing, the appointment of such persons as directed by the Purchaser as directors of Wawa GP effective as of the Closing;
(f) a certificate of status, good standing or like certificate with respect to Citabar, Wawa GP and each of the Vendors issued by appropriate government officials of their respective governing jurisdictions;
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(g) resignations of the officers and directors of Wawa GP and executed mutual releases from each such individual and Wawa GP and the Purchaser in form and substance mutually acceptable to the parties acting reasonably, such resignations and releases to be effective as at the Closing Date (the “ D&O Mutual Releases ”);
(h) a mutual release from each of the Vendors and Wawa GP and Citabar in favour of the other in form and substance mutually acceptable to the parties acting reasonably, such releases to be effective as at the Closing Date (the “ Target Mutual Releases ”);
(i) the minute books and records of Wawa GP and Citabar;
(j) the Red Pine NSR Agreement and the Red Pine/Wawa NSR Agreement;
(k) the Set-off Agreement;
(l) the Environmental Indemnity and Release Agreement;
(m) the Escrow Agreement (including causing the Escrow Agreement to be executed by the Escrow Agent);
(n) a legal opinion of Davies Ward Phillips & Vineberg LLP, counsel to the Vendors, dated as of the Closing Date and addressed to the Purchaser in respect of certain matters relating to the Estate; and
(o) all such other assurances, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which will be in form and substance satisfactory to the Purchaser, acting reasonably.

8.3 Closing Deliveries by the Purchaser

At the Closing Time, the Purchaser shall execute, or cause to be executed, and shall deliver, or cause to be delivered, to the Vendors the following:

(a) payment of the Cash Consideration by wire transfer in immediately available funds in accordance with Section 2.3(a);
(b) certificates or DRS Statements registered in the name of the Estate representing the Consideration Shares, if any;
(c)
the NSR Note;
(d) the Red Pine NSR Agreement and the Red Pine/Wawa NSR Agreement;
(e) the Set-off Agreement;
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(f) a certificate of an officer of the Purchaser dated the Closing Date representing and certifying that the conditions set forth in Sections 7.3(a), 7.3(b), 7.3(c), 7.3(g) and 7.3(m) have been fulfilled;
(g) certified copies of (i) the constating documents of the Purchaser; (ii) all resolutions of the shareholders and the board of directors of the Purchaser, as applicable, approving the entering into and completion of the transactions contemplated by this Agreement; and (iii) a list of the directors and officers of the Purchaser authorized to sign agreements together with their specimen signatures;
(h) a certificate of status, good standing or like certificate with respect to the Purchaser issued by appropriate government officials of its governing jurisdiction;
(i) a release from the Purchaser, Augustine Ventures, Wawa GP and Citabar in favour of the Vendors releasing and discharging the Vendors from and against all claims, demands, damages, debts, liabilities, obligations, costs, expenses, actions and causes of action that such releasing parties may have on Closing or at any time thereafter in regard to, arising out of, or in any way related or connected to, the Joint Venture Agreement or the Venture, in form and substance mutually acceptable to the parties acting reasonably, such release to be effective as of the Closing Date;
(j) duly countersigned copies by the Purchaser, Wawa GP and Citabar, as applicable, of each of the D&O Mutual Releases and the Target Mutual Releases;
(k) evidence of TSX-V Transaction Approval;
(l) evidence of TSX-V Consolidation Approval;
(m) the Environmental Indemnity and Release Agreement;
(n) evidence of the completion of the delivery to the Escrow Agent of the Trust Funds; (o) the Escrow Agreement; and
(p) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Vendors to complete the transactions provided for in this Agreement, all of which will be in form and substance satisfactory to the Vendors, acting reasonably.

ARTICLE 9

SURVIVAL AND INDEMNIFICATION

9.1 Survival of Representations, Warranties and Covenants

All representations, indemnifications, warranties and covenants contained in this Agreement and in all other agreements, documents and certificates delivered pursuant to or

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contemplated by this Agreement (other than the conditions of closing set out in Article 7) shall survive the Closing and shall not merge.

9.2 Indemnification by the Vendors

Subject to the limitations set out elsewhere in this Article 9, following the Closing, the Vendors jointly and severally agree to indemnify and save harmless the Purchaser from and against any Losses which the Purchaser may suffer or incur as a result of, in respect of or arising out of:

(a) any inaccuracy or breach of any representation or warranties of the Vendors contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto;
(b) any breach or non-performance by the Vendors of any covenant in this Agreement or in any agreement, certificate or other document delivered pursuant hereto;
(c) any Taxes payable by Wawa GP in respect of a Pre-Closing Tax Period of Wawa GP or in respect of the portion of a Straddle Period of Wawa GP ending at the end of the day immediately prior to the Closing Date and any Taxes payable by the Purchaser in respect of the income of Citabar (net of any losses of Citabar) that arises in the portion of the December 31, 2021 fiscal year of Citabar that ends at the end of the day immediately prior to the Closing Date (the “ Citabar 2021 PreClosing Date Income ”), including, for greater certainty, any income or losses of Citabar arising from the Pre-Closing Distribution. For purposes of this Section 9.2(c), the portion of any Taxes in respect of the portion of a Straddle Period ending at the end of the day immediately prior to the Closing Date (including, for greater certainty, in respect of the income and losses of Citabar for its December 31, 2021 fiscal year) shall be calculated as follows:
(i) in the case of Taxes based upon, or related to, income or receipts, deemed equal to the amount which would be payable if the taxable year ended on the day prior to the Closing Date and which shall, in the case of taxes payable under the Tax Act, be calculated by taking into account any available loss, deduction or credit, including any discretionary deduction or credit, that the Purchaser (solely as a result of being a partner of Citabar), Citabar or Wawa GP, as the case may be, would be properly entitled to claim in such taxable year; and
(ii) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the day prior to the Closing Date and the denominator of which is the number of days in the entire period; and
(d) any commission or other remuneration payable or alleged to be payable to any broker, agent or other intermediary who purports to act or have acted for or on behalf of either Vendor.
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9.3 Indemnification by the Purchaser

Subject to the limitations set out elsewhere in this Article 9, following the Closing, the Purchaser agrees to indemnify and save harmless the Vendors from and against any Losses which a Vendor may suffer or incur as a result of, in respect of or arising out of:

(a) any inaccuracy or breach of any representation or warranties of the Vendors contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto;
(b) any breach or non-performance by the Purchaser of any covenant in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; and
(c) any commission or other remuneration payable or alleged to be payable to any broker, agent or other intermediary who purports to act or have acted for or on behalf of the Purchaser.

9.4 Time Limits for Notice of Claim

(a) The Vendors shall not be required to indemnify or save harmless the Purchaser pursuant to Section 9.2(a) unless the Purchaser shall have provided to the Vendors a Notice of Claim within the following time limits:
(i) with respect to the Vendors’ Fundamental Representations, at any time after Closing;
(ii) with respect to the representations and warranties set out in Section 4.14, not later than 90 days following the expiration of the period, if any, during which an assessment, reassessment or other form of recognized written demand assessing liability for Tax, interest or penalties under applicable legislation in respect of any taxation year to which such representations and warranties relate could be issued to Wawa GP or Citabar under such Law, taking into account any waiver, consent, agreement, action or document that extends such period;
(iii) with respect to a claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud, at any time after Closing; and
(iv) with respect to all other representations and warranties, not later than the 18 months after the Closing Date.
(b) The Vendors shall not be required to indemnify or save harmless the Purchaser pursuant to Section 9.2(c) unless the Purchaser shall have provided to the Vendors a Notice of Claim not later than 90 days following the day of the expiration of the period, if any, during which an assessment, reassessment or other form of recognized written demand assessing liability for Tax, interest or penalties under
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applicable legislation in respect of any taxation year to which such indemnity relates could be issued under such legislation, taking into account any waiver, consent, agreement, action or document that extends such period.

(c) The Purchaser shall not be required to indemnify or save harmless the Vendors pursuant to Section 9.3(a) unless the Vendors shall have provided to the Purchaser a Notice of Claim within the following time limits:
(i) with respect to the Purchasers’ Fundamental Representations, at any time after Closing;
(ii) with respect to a claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud, at any time after Closing; and
(iii) with respect to all other representations and warranties, not later than 18 months after the Closing Date.
(d) A Notice of Claim may be provided by Purchaser or the Vendors, as applicable, under Sections 9.2(b) and 9.3(b) at any time after Closing.

9.5 Monetary Limitation of Liability

(a) The Purchaser shall not be entitled to require payment of any amount by the Vendors on the indemnities contained in Section 9.2(a) (except insofar as such section provides an Indemnity Claim for breach of a representation and warranty of the Vendors in respect of Taxes) until the aggregate of all such amounts for which the Purchaser would otherwise be entitled to require payment under such Section 9.2(a) exceeds $50,000 (the “ Deductible ”). Once the Deductible has been exceeded, the Purchaser shall be entitled to require payment on such indemnities for Losses in excess of the Deductible.
(b) The Purchaser shall not be entitled to require payment of any amount by the Vendors on the indemnities contained in Section 9.2(c) in respect of an Indemnity Claim for any Taxes payable by the Purchaser in respect of the Citabar 2021 PreClosing Date Income until the aggregate of all such amounts for which the Purchaser would otherwise be entitled to require payment under such section in respect of the Citabar 2021 Pre-Closing Date Income exceeds $265,000. Once such amount has been exceeded, the Purchaser shall be entitled to require payment on such indemnities for Losses in excess of such amount .
(c) The Vendors shall not be entitled to require payment of any amount by the Purchaser on the indemnities contained in Section 9.3(a) until the aggregate of all such amounts for which the Vendors would otherwise be entitled to require payment under such Section 9.3(a) exceeds the Deductible.
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(d) The Purchaser shall not be entitled to require payment of amounts, in aggregate, by the Vendors on the indemnities contained in Section 9.2(a) (except insofar as such section provides an Indemnity Claim for breach of a Vendor’s Fundamental Representation or for breach of a representation and warranty of the Vendors in respect of Taxes) or Section 9.2(d) in excess of $1,890,810. The Purchaser shall not be entitled to require payment of amounts, in aggregate, by the Vendors on the indemnities contained in Section 9.2(a) in respect of an Indemnity Claim for breach of a Vendor’s Fundamental Representation, on the indemnities contained in Section 9.2(a) in respect of an Indemnity Claim for breach of a representation and warranty of the Vendors in respect of Taxes and on the indemnities contained in Section 9.2(c) in excess of the Purchase Price. The maximum aggregate liability of the Vendors on the indemnities contained in Sections 9.2(a), 9.2(c) and 9.2(d) shall not exceed the Purchase Price.
(e) The Vendors shall not be entitled to require payment of amounts, in aggregate, by the Purchaser on the indemnities contained in Sections 9.3(a) (except insofar as such section provides an Indemnity Claim for breach of Purchaser Fundamental Representation) in excess of $1,890,810. The Vendor shall not be entitled to require payment of amounts, in aggregate, by the Purchaser on the indemnities contained in Section 9.3(a) in respect of an Indemnity Claim for breach of a Purchaser Fundamental Representation in excess of the Purchase Price. The maximum aggregate liability of the Purchaser on the indemnities contained in Section 9.3(a) shall not exceed the Purchase Price.
(f) Notwithstanding any other provision of this Agreement, the limitations set forth in Sections 9.5(a), 9.5(b), 9.5(c), 9.5(d) and 9.5(e) shall not apply to an Indemnity Claim involving fraud or wilful breach of this Agreement on the part of the party against whom the Indemnity Claim is made.

9.6 No Indemnity with Prior Notice

No party shall be entitled to make an Indemnity Claim pursuant to Section 9.2 or 9.3 if the party has been advised in writing prior to the Closing Time of the inaccuracy, non performance, non fulfilment or breach which is the basis for such Indemnity Claim and such party completes the transactions hereunder notwithstanding the receipt of written notice of such inaccuracy, non performance, non fulfilment or breach.

9.7 Limitation Period for Claims

Notwithstanding the provisions of the Limitations Act or any other statute, the period within which an Indemnified Party may commence a proceeding in respect of an Indemnity Claim for which a Notice of Claim is required to be, and has been, given in accordance with Section 9.8, shall be two years from the last date upon which such Notice of Claim is permitted to be delivered thereunder, and any applicable limitation period is hereby so extended to the fullest extent permitted by Law.

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9.8 Notice of Claim

(a) A party that may be entitled to make a claim for indemnification (an “ Indemnity Claim ”) under this Agreement (the “ Indemnified Party ”) shall give written notification to the other party (the “ Indemnifying Party ”) of such Indemnity Claim (a “ Notice of Claim ”) promptly upon becoming aware of the Indemnity Claim, but in no event later than the relevant date, if any, specified in Section 9.4. The Notice of Claim shall specify whether the Indemnity Claim arises as a result of a claim by a Person against the Indemnified Party (a “ Third Party Claim ”) or whether the Indemnity Claim does not so arise (a “ Direct Claim ”), and shall also specify with reasonable particularity, to the extent that the information is available, the factual basis for the Indemnity Claim and the amount of the Indemnity Claim.
(b) If an Indemnified Party fails to provide the Indemnifying Party with a Notice of Claim promptly as required by Section 9.8(a), the Indemnifying Party shall be relieved of the obligation to pay damages to the extent it can show that it was prejudiced in its defence of the Indemnity Claim or in proceeding against a third party who would have been liable to it by the fact of the delay, but the failure to provide such Notice of Claim promptly shall not otherwise release the Indemnifying Party from its obligations under this Article 9.
(c) If the date by which a Notice of Claim must be given as set out in Section 9.4 has passed without any Notice of Claim having been given to the Indemnifying Party, then the related Indemnity Claim shall be forever extinguished, notwithstanding that by the date specified in Section 9.4 the Indemnified Party did not know, and in the exercise of reasonable care could not have known, of the existence of the Indemnity Claim.

9.9 Direct Claims

With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Indemnity Claim, the Indemnifying Party shall have 45 days to make such investigation of the Indemnity Claim as is considered necessary or desirable. 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 Indemnity Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 45-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Indemnity Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Indemnity Claim, failing which the matter shall be determined by a court of competent jurisdiction.

9.10 Third Party Claims

(a) If in connection with a Third Party Claim, an Indemnified Party is required by applicable Law to make a payment to a third party before the relevant procedure for challenging the existence or quantum of the Third Party Claim is completed, then the Indemnified Party may make such payment and forthwith demand
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reimbursement for such payment from the Indemnifying Party in accordance with this Agreement; provided that, if the alleged liability to the third party as finally determined upon completion of settlement negotiations or related legal proceedings is less than the amount which is paid by the Indemnifying Party in respect of the related Indemnity Claim or if it is determined that the Indemnified Party is not entitled to indemnification in respect of the Third Party Claim under this Agreement, then the Indemnified Party shall forthwith following such determination pay to the Indemnifying Party the amount by which the amount of the liability as finally determined is less than the amount which is so paid by the Indemnifying Party.

(b) Excluding any Third Party Claim that relates to Taxes that would reasonably be expected to have an impact on any taxation or fiscal period commencing on or after the Closing Date (a “ Post-Closing Tax Claim ”), an Indemnified Party shall not negotiate, settle, compromise or pay (except in the case of payment of a judgment) any Third Party Claim, except with the prior consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).
(c) With respect to any Third Party Claim other than a Post-Closing Tax Claim, the following procedures will apply:
(i) except as contemplated by Section 9.10(c)(iii), the Indemnifying Party will have the right to assume carriage of the compromise or settlement of the Third Party Claim and the conduct of any related legal, administrative or other proceedings, but the Indemnified Party shall have the right and shall be given the opportunity to participate in the defence of the Third Party Claim, to consult with the Indemnifying Party in the settlement of the Third Party Claim and the conduct of related legal, administrative and other proceedings (including consultation with counsel). If the Indemnifying Party elects to assume carriage and conduct of a Third Party Claim, the Indemnified Party shall have the right to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them (such as the availability of different defences).
(ii) the Indemnifying Party will co-operate with the Indemnified Party in relation to the Third Party Claim, will keep it fully advised with respect thereto, will provide it with copies of all relevant documentation as it becomes available, will provide it with access to all records and files relating to the defence of the Third Party Claim and will meet with representatives of the Indemnified Party at all reasonable times to discuss the Third Party Claim; and
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(iii) notwithstanding Sections 9.10(c)(i) and 9.10(c)(ii), the Indemnifying Party will not settle a Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.
(d) With respect to any Third Party Claim that is a Post-Closing Tax Claim, the Purchaser shall have the right to assume carriage of such Post-Closing Tax Claim, provided that:
(i) the Purchaser shall pursue such contest diligently and in good faith;
(ii) the Purchaser shall keep the Vendors reasonably informed regarding the status of such Post-Closing Tax Claim;
(iii) the Vendors shall have the right to participate in the defence of such PostClosing Tax Claim at their own expense and with counsel of their choosing; and
(iv) the Purchaser shall not compromise or settle any Post-Closing Tax Claim for which the Vendors are liable for without prior written consent of the Vendors (which consent shall not be unreasonably withheld or delayed), except to the extent such compromise or settlement results in the dismissal of the Post-Closing Tax Claim.
(e) If, with respect to any Third Party Claim other than a Post-Closing Tax Claim, the Indemnifying Party declines to assume carriage of the settlement of the Third Party Claim or defaults in respect of any of its obligations under this Section 9.10 with respect thereto, the Indemnified Party, at its discretion, may assume carriage of the settlement of the Third Party Claim and defend the Third Party Claim on such terms as the Indemnified Party, acting in good faith, considers advisable, provided that, and without limiting the generality of Section 9.10(b), the Indemnified Party shall not settle a Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
(f) The Indemnified Party and the Indemnifying Party shall co-operate 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).

9.11 Adjustment of Purchase Price

All indemnification payments hereunder shall, to the extent permitted by applicable Law, be treated as adjustments to the Purchase Price for income Tax purposes.

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9.12 Reductions and Subrogation

The amount of any Losses incurred by an Indemnified Party shall be reduced by:

(a) the amount of any net Tax benefit actually realized by that Indemnified Party that is attributable to any deduction, loss or credit resulting from or arising out of such Loss; or
(b) any recovery, settlement or otherwise under or pursuant to any insurance coverage.

The Indemnified Party shall, use commercially reasonable efforts to promptly seek to recover or make a claim for insurance proceeds or other amounts available as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party, provided that any dispute as to the applicability of, or delay in obtaining, such coverage shall not be a basis for delay or refusal of payment hereunder. If the Indemnified Party actually receives any insurance proceeds or other amounts as a result of the matter giving rise to any Indemnity Claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of the Indemnity Claim, the Indemnifying Party’s indemnification obligations with respect to such Indemnity Claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party, net of all costs and expenses, including deductibles, increased cost of insurance and reasonable and out-of-pocket attorney and advisor fees. If the Indemnified Party actually receives any insurance proceeds or other amounts as a result of the matter giving rise to Indemnity Claim against the Indemnifying Party after the Indemnifying Party has paid such Indemnity Claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds or other amounts actually received, net of all costs and expenses, including deductibles, increased cost of insurance and reasonable and out-of-pocket attorney and advisor fees, to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim.

9.13 One Recovery

An Indemnified Party shall not be entitled to double recovery for the same Loss to the extent such Loss has already been recovered and received by such Indemnified Party in accordance with this Article 9 even though such Loss may have resulted from the breach of more than one representation, warranty, agreement or covenant made by such Indemnifying Party in this Agreement.

9.14 Duty to Mitigate

Nothing in this Agreement shall in any way restrict or limit the general obligation at law of a party to mitigate any Losses that it may suffer or incur by reason of the breach by any other party of any representation, warranty or covenant of that other party under this Agreement. If any Losses can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall use commercially reasonable efforts to enforce such recovery, settlement or payment; provided that the failure to so mitigate shall only reduce the rights to recover for any Loss or portion thereof under this Article 9 to the extent of the Loss or portion thereof that would have been avoided by such mitigation.

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9.15 Exclusivity

No party may make any claim for damages in respect of this Agreement or any agreement, certificate or other document delivered pursuant hereto, or in respect of any breach or termination thereof, against any other party except by making an Indemnity Claim pursuant to and in accordance with this Article 9. The provisions of this Article 9 shall survive any termination of this Agreement.

ARTICLE 10 TERMINATION

10.1 Mutual Termination

This Agreement may be terminated by the mutual written agreement of the Vendors and the Purchaser at any time prior to the Closing Time.

10.2 Termination by the Purchaser or the Vendors

This Agreement may be terminated by either the Vendors or the Purchaser at any time prior to the Closing Time if:

(a) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, or a Governmental Authority shall have issued any Order that makes the consummation of this Agreement illegal or otherwise prohibits or enjoins the Vendors or the Purchaser from consummating the transactions contemplated hereby, and such Law or Order has, if applicable, become final and non-appealable; or
(b) the Closing Time does not occur on or prior to the Outside Date, provided that neither the Purchaser nor the Vendors may terminate this Agreement pursuant to this Section 10.2(b) if the failure of the Closing Time to so occur has been principally caused by, or is a result of, a breach by the Purchaser on the one hand, or of the Vendors (or any of them) on the other hand, of any of their respective representations or warranties or its failure to perform any of their respective covenants or agreements under this Agreement.

10.3 Termination by the Purchaser

The Purchaser, when not in default in the performance of its obligations under this Agreement so as to cause any of the conditions in Section 7.3 not to be satisfied, may elect, without prejudice to any other rights, to terminate this Agreement at any time prior to the Closing Time if:

(a) any representation or warranty of the Vendors contained herein is untrue or incorrect or shall have become untrue or incorrect such that the conditions contained in Section 7.1(a) or 7.1(b) would be incapable of being satisfied, or the Vendors are in default of any of their covenants or obligations such that the condition in Section 7.1(g) would be incapable of being satisfied; or
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(b) any other condition contained in Section 7.1 is not fulfilled, waived or satisfied by the Outside Date, or is incapable of being satisfied by the Outside Date.

10.4 Termination by the Vendors

The Vendors, when not in default in the performance of their obligations under this Agreement so as to cause any of the conditions in Section 7.1 not to be satisfied, may elect, without prejudice to any other rights, to terminate this Agreement at any time prior to the Closing Time if:

(a) any representation or warranty of the Purchaser contained herein is untrue or incorrect or shall have become untrue or incorrect such that the conditions contained in Section 7.3(a) or 7.3(b) would be incapable of being satisfied, or the Purchaser is in default of any of its covenants or obligations such that the condition in Section 7.3(g) would be incapable of being satisfied; or
(b) any other condition contained in Section 7.3 is not fulfilled, waived or satisfied by the Outside Date, or is incapable of being satisfied by the Outside Date.

10.5 Effect of Termination

(a) Notwithstanding the termination of this Agreement by the Purchaser pursuant to Section 10.2 or 10.3, the Purchaser may bring an action against the Vendors 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 the Vendors.
(b) Notwithstanding the termination of this Agreement by the Vendors pursuant to Section 10.2 or 10.4, the Vendors may bring an action against the Purchaser for Losses suffered by the Vendors where the event giving rise to the right of termination is a result of a breach of covenant, representation or warranty by the Vendors.

10.6 Surviving Provisions on Termination

If this Agreement is terminated pursuant to this Article 10, this Agreement shall become void and be of no further force or effect, except that the provisions of Section 1.1 (Defined Terms), Section 1.6 (Choice of Law and Attornment), Section 6.6 (Confidentiality), Article 9 (Survival and Indemnification), Article 10 (Termination), Section 11.2 (Notices), Section 11.5 (Announcements), Section 11.9 (Entire Agreement) and Section 11.13 (Limitation of Recourse) shall survive termination and remain in full force and effect, along with any other provisions of this Agreement which expressly or by their nature survive the termination hereof.

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ARTICLE 11 GENERAL PROVISIONS

11.1 Further Assurances

Each of the Vendors and the Purchaser hereby covenants and agrees that at any time and from time to time after the Closing Date it will, upon the request of the others, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances and assurances as may be required for the purpose of giving effect to the transactions contemplated by this Agreement.

11.2 Notices

(a) Any notice, designation, communication, request, demand or other document, required or permitted to be given or sent or delivered hereunder to any party hereto shall be in writing and shall be sufficiently given or sent or delivered if it is:
(i) delivered personally to an officer or director of such party; or
(ii) sent by email or other electronic means to the following email addresses:
- (A) in the case of the Vendors,

874253 Ontario Limited & The Estate of Bernard C. Sherman c/o 150 Signet Drive Weston, Ontario M9L 1T9 Attention: [name redacted for confidentiality reasons] Email: [email address redacted for confidentiality reasons]

With a copy to (which shall not constitute notice)

Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, ON M5V 3J7 Attention: [name redacted for confidentiality reasons] Email: [email address redacted for confidentiality reasons]

(B) in the case of the Purchaser,

Red Pine Exploration Inc. 1001-145 Wellington Street West Toronto, Ontario M5J 1H8 Attention: [name redacted for confidentiality reasons] Email: [email address redacted for confidentiality reasons]

With a copy to (which shall not constitute notice)

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Wildeboer Dellelce LLP Suite 800, 365 Bay Street Toronto, ON M5H 2V1 Attention: [name redacted for confidentiality reasons] Email: [email address redacted for confidentiality reasons]

or to such other email address as the party entitled to or receiving such notice, designation, communication, request, demand or other document shall, by a notice given in accordance with this Section 11.2, have communicated to the party giving or sending or delivering such notice, designation, communication, request, demand or other document.

(b) Any notice, designation, communication, request, demand or other document given or sent or delivered as aforesaid shall:
(i) if personally delivered as aforesaid, be deemed to have been given, sent, delivered and received on the date of delivery; and
(ii) if sent by email, be deemed to have been given, sent, delivered and received on the date the email was sent if sent before 5:00 p.m. (Toronto time) on a Business Day, otherwise be deemed to have been given, sent, delivered and received on the next following Business Day.

11.3 Counterparts

This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page or by electronic signature) and each such counterpart signature page will constitute an original for all purposes.

11.4 Expenses of Parties

Each of the Purchaser and the Vendors will pay their own legal, accounting and other costs and expenses incurred by such party in connection with the negotiation, execution and preparation of this Agreement and all other documents and instruments prepared or executed in connection with the transactions contemplated hereunder. If the Agreement is terminated by a party pursuant to and in accordance with Article 10 as a result of the inability to satisfy the condition set out in Section 7.1(i) and/or 7.3(i) on or prior to the Outside Date, the Purchaser agrees to reimburse the Vendors for any reasonable legal fees (the “ Expenses ”) up to a maximum of $10,000 (plus taxes). The Expenses shall not include any legal fees or other expenses incurred by the Vendors in connection with the due diligence investigations of Wawa GP or Citabar required by the Purchaser.

11.5 Announcements

Each party shall, in advance of making a public announcement with respect to the existence or content of this Agreement, advise the other parties of the text of the proposed public

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announcement and, to the extent legally permitted, provide such other parties with a reasonable opportunity to comment on the content thereof. The party making the announcement shall disclose, or permit the disclosure of, only that portion of information relating to this Agreement (a) required to be disclosed by applicable securities legislation, the applicable rules of any recognized stock exchange or any other applicable Laws, or (b) otherwise consented to by the other parties. If any of the parties determines that it is required to publish or disclose the text of this Agreement in accordance with applicable securities legislation, the applicable rules of any recognized stock exchange or any other applicable Laws, it shall provide the other parties with an opportunity to propose appropriate redactions to the text of this Agreement, and the disclosing party hereby agrees to accept any such suggested redactions to the extent permitted by applicable securities legislation, the applicable rules of any recognized stock exchange or any other applicable Law.

11.6 Assignment

No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other parties.

11.7 Third Party Beneficiaries

There shall exist no right of any person to claim a beneficial interest in this Agreement or any rights arising by virtue of this Agreement.

11.8 Successors and Assigns

This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

11.9 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof including the letter of intent dated November 17, 2020 between, among others, the parties. None of the parties hereto shall be bound or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings not specifically set forth in this Agreement. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

11.10 Waiver

Any party hereto which is entitled to the benefits of this Agreement may, and has the right to, waive any term or condition hereof at any time on or prior to the Closing Time provided, however, that such waiver shall be evidenced by written instrument duly executed on behalf of such party.

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11.11 Amendments

No modification or amendment to this Agreement may be made unless agreed to by the parties hereto in writing.

11.12 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner materially adverse to a party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

11.13 Limitation of Recourse

The Estate Trustees are entering into this Agreement solely in their capacities as estate trustees of the Estate. Any liability or obligation of the Estate Trustees to the other parties hereto pursuant to this Agreement as such Estate Trustees shall be satisfied only out of the property of the Estate and no recourse shall be had to the other property of the Estate Trustees in respect of any such liability or obligation.

[The remainder of this page is intentionally left blank; signature page follows.]

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first written above

RED PINE EXPLORATION INC.

by (signed) Quentin Yarie Name: Quentin Yarie Title: Chief Executive Officer (signed) Greg Duras Name: Greg Duras Title: Chief Financial Officer

Signature Page – Securities Purchase Agreement

874253 ONTARIO LIMITED

by [signatory redacted for confidentiality reasons] Name: [name redacted for confidentiality reasons] Title: Authorized Signatory

THE ESTATE OF BERNARD C. SHERMAN

by [signatory redacted for confidentiality reasons] Name: [name redacted for confidentiality reasons] Title: Authorized Signatory

Signature Page – Securities Purchase Agreement

SCHEDULE 1.1. A

ENVIRONMENTAL INDEMNITY AND RELEASE AGREEMENT

See attached.

Form

ENVIRONMENTAL INDEMNITY AND RELEASE AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AND RELEASE AGREEMENT

dated as of the  day of  , 2021,

B E T W E E N :

RED PINE EXPLORATION INC.,

a corporation incorporated under the laws of the Province of Ontario,

(“ Purchaser ”),

and -

AUGUSTINE VENTURES INC.,

a corporation incorporated under the laws of the Province of Ontario,

(“ Augustine ”, and together with the Purchaser, the

“ Purchaser Parties ”),

and -

874253 ONTARIO LIMITED,

a corporation incorporated under the laws of the Province of Ontario,

(“ 874253 ”),

and -

THE ESTATE OF BERNARD C. SHERMAN,

late of the City of Toronto, as represented by the Estate Trustees,

(the “ Estate ”, and together with 874253, the

“ Vendors ”).

WHEREAS pursuant to a securities purchase agreement dated as of February 22, 2021 (the “ Purchase Agreement ”), on the date hereof, 874253 sold to the Purchaser, and the Purchaser purchased from 874253, the sole issued and outstanding common share of Wawa GP, and the Estate sold to the Purchaser, and the Purchaser purchased from the Estate, the LP Interest, on the terms and conditions set forth in the Purchase Agreement;

AND WHEREAS by acquiring the issued and outstanding common share of Wawa GP and the LP Interest, the Purchaser acquired, indirectly, all of Wawa GP’s and Citabar’s right, title and interest in and to the Wawa Gold Project;

AND WHEREAS the Purchaser, Citabar and Augustine, a wholly-owned subsidiary of the Purchaser, are parties to an amended and restated joint venture agreement (the “ Joint Venture Agreement ”) effective August 7, 2015 in respect of the Properties;

AND WHEREAS in connection with the Purchase Agreement, the Purchaser Parties have entered into this Agreement to set forth the terms upon which the Purchaser Parties have agreed to indemnify and release the Vendors with respect to any past, present or future environmental liabilities with respect to the Wawa Gold Project and related matters, including closure, postclosure, monitoring, maintenance, rehabilitation, reclamation and restoration matters, all as provided herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained and the sum of $10.00 of lawful money of Canada and other good and valuable consideration paid by each of the parties hereto to each of the other parties hereto (the receipt and sufficiency of which are hereby acknowledged), it is agreed between the parties hereto as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms and expressions shall have the following meanings, and grammatical variations of such terms shall have corresponding meanings:

“ Affiliate ” of any Person means any Person which, directly or indirectly, is controlled by, controls or is under direct or indirect common control with such Person;

“ Assets ” has the meaning given to that term in the Purchase Agreement;

“ Business Day ” means any day, other than a day which is a Saturday, a Sunday or a statutory holiday in the Province of Ontario, on which commercial banks in Toronto, Ontario are open for business;

“ Citabar ” means Citabar Limited Partnership;

“ Closing ” has the meaning given to that term in the Purchase Agreement;

“ Closing Date ” means the date hereof;

“ Closure Plan ” means the Citadel Gold Mines Inc. Mine Closure Plan and Addendums initially certified on October 5, 1998, Wawa, Ontario (Initial Reference No. F- 94262-

A/E. February 16, 1995), as amended from time to time, and any other closure plan certified in connection with the Wawa Gold Project;

“ change of control ” means, with respect to any Person (in this definition, such Person being referred to as the “ Subject Person ”), that the Person who controlled such Subject Person ceases to control such Subject Person;

“ control ” means, in respect of any Person, the following:

(a) in the case of a corporation,
(i) holding voting securities or having the power to vote voting securities carrying more than 50% of the votes for the election of directors; and
(ii) the votes carried by such securities are entitled, if exercised, to elect a majority of the directors of the Person;
(b) in the case of a limited liability company or partnership, other than a limited partnership, holding more than 50% of the equity interests in the limited liability company or partnership; or
(c) in the case of a limited partnership, being the general partner;

“ Direct Claim ” has the meaning given to that term in Section 2.3(a);

“ Environmental Laws ” means all past, present and future applicable Laws relating to the protection of the environment or human health and includes those relating to pollution, protection, use or conservation of the environment or natural resources, the protection of public health and safety, Hazardous Substances, or the reclamation, rehabilitation, monitoring, closure or other restoration of mining properties. For greater certainty, an Environmental Law pertaining to the protection, use or conservation of the environment or natural resources shall include all such Environmental Laws relating to the manufacture, management, processing, generation, use, treatment, storage, disposal, transport, Release, containment, reclamation, rehabilitation, closure or other restoration of any tailings, seeps, leachate, waste rock, acid rock drainage, tailings ponds, tailings management areas or Hazardous Substances;

“ Environmental Matter ” has the meaning given to that term in Section 3.1;

“ Estate Trustees ” means the estate trustees of the Estate;

“ Former Mining Rights ” means (i) any Mining Right that was previously, but not at the date hereof, held or used in connection with the Venture and (ii) any Mining Right that was previously, but not at the date hereof, subject to the Closure Plan;

“ Governmental Authority ” means any: (a) multinational, federal, provincial, state, regional, municipal, local, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, agency board or bureau, domestic or foreign, including the Ministry of the Environment, Conservation and Parks (Ontario) and the Ministry of Energy, Northern Development and Mines (Ontario); (b) any subdivision, agent, commission, board or authority of any of the foregoing; (c) any quasigovernmental or private body exercising any regulatory, administrative or expropriation powers or tax authority under or for the account of any of the foregoing, including any private body having received a mandate to perform public services; (d) any judiciary or quasi-judiciary tribunal, court or body; (e) any self-regulatory authority; (f) any securities regulatory authority; and (g) any stock exchange having applicable jurisdiction;

“ Indemnity Claim ” has the meaning given to that term in Section 2.3(a);

“ Indemnified Party ” has the meaning given to that term in Section 2.3(a);

“ Indemnifying Party ” has the meaning given to that term in Section 2.3(a);

“ Joint Venture Agreement ” has the meaning given to that term in recitals;

“ Laws ” or “ Law ” means all laws (including common law, civil law and equity), statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published or unpublished policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards and terms and conditions of any grant of approval, permission, authority or permit of any Governmental Authority or statutory body, and the term “applicable” with respect to such Laws, and in the context that refers to one or more Persons, means such Laws that apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having or claiming to exercise legal jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

“ Limitations Act ” means the Limitations Act, 2002 (Ontario);

“ LP Interest ” has the meaning given to that term in the Purchase Agreement ;

“ Mining Rights ” means, collectively, any rights or permissions to explore for, develop and/or mine mineral resources in Ontario, whether granted under applicable Law or otherwise, including any such rights held in fee simple or by way of patent;

“ Notice of Claim ” has the meaning given to that term in Section 2.3(a);

“ Operations ” has the meaning given to that term in the Joint Venture Agreement;

“ Properties ” has the meaning given to that term in the Purchase Agreement;

“ Purchase Agreement ” has the meaning given to that term in the recitals;

“ Purchaser Parties ” has the meaning given to that term in the recitals;

“ Purchaser Related Parties ” means, collectively, the Purchaser, Augustine and their Affiliates, including Citabar and Wawa GP, and each of their respective directors, officers, employees, agents and representatives, and the successors and assigns of any of the foregoing;

“ Third Party Claim ” has the meaning given to that term in Section 2.3(a);

“ Transfer ” means to sell, transfer, grant, assign, donate, create an encumbrance or otherwise convey or dispose of (including by way of an alliance, option, joint venture, earn-in, farm-in, back-in right or similar transaction, or any synthetic disposal of economic rights), or commit to do any of the foregoing;

“ Ultimate Parent ” means, with respect to a Person, the Person that controls such Person and that is not controlled by any other Person;

“ Vendors ” has the meaning given to that term in the recitals hereto;

“ Vendor Indemnified Parties ” means collectively, the Vendors, their Affiliates, each of the Vendors’ and their Affiliates’ respective directors, officers, trustees, employees,

agents, representatives and shareholders, the Estate Trustees and the beneficiaries of the Estate, and the successors and assigns of any of the foregoing;

“ Venture ” has the meaning given to that term in the Joint Venture Agreement;

“ Wawa Gold Project ” means the Properties, the Assets and any Permits used or held for use in connection with or relating to the Properties and/or the Operations; and

“ Wawa GP ” means Wawa GP Inc.

1.2 Choice of Law and Attornment

(a) This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(b) Each of the parties irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (ii) agrees to commence such an action or proceeding in Toronto, Ontario, and to cooperate and use its commercially reasonable efforts to bring the action or proceeding before the Ontario Superior Court of Justice (Commercial List), (iii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iv) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

1.3 Interpretation Not Affected by Headings or Party Drafting

1.4 Contra Proferentum

1.5 Other Rules of Construction

In this Agreement, unless there is something in the subject matter or context

inconsistent therewith:

(a) the terms “ Agreement ”, “ this Agreement ”, “ the Agreement ”, “ hereto ”, “ hereof ”, “ herein ”, “ hereunder ”, “ hereby ” and similar expressions refer to this Agreement in its entirety and not to any particular article, section, paragraph, clause or other portion hereof;
(b) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;
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(c) except for the Joint Venture Agreement, reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;
(d) references to an “ Article ”, “ Section ” or “ Schedule ” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement;
(e) the words “ include ”, “ includes ” and “ including ” mean “include”, “includes” or “including”, in each case, “without limitation”;
(f) the terms “ party ” and “ the parties ” refer to a party or the parties to this Agreement;
(g) any time period within which a payment is to be made or other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends;
(h) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day;
(i) words in the singular number include the plural and such words shall be construed as if the plural had been used;
(j) words in the plural include the singular and such words shall be construed as if the singular had been used; and
(k) words importing the use of any gender shall include all genders where the context or party referred to so requires, and the rest of the sentence shall be construed as if the necessary grammatical and terminological changes had been made.

1.6 Time of Essence

Time shall be of the essence hereof.

ARTICLE 2 INDEMNITY

2.1 Indemnity

From and after the date hereof, the Purchaser Parties jointly and severally agree to indemnify and save harmless each of the Vendor Indemnified Parties from and against any Losses which such Vendor Indemnified Party may suffer or incur as a result of, in respect of or arising out of, whether directly or indirectly, (a) any event occurring or condition existing prior to, at or after the Closing Date relating to the Wawa Gold Project, the Venture, Operations or the Closure Plan, including any Former Mining Rights, that constitutes a violation of, or gives rise to liability under, any Environmental Laws; or (b) any generation, use, presence, treatment, storage,

Release, transport or handling of any Hazardous Substance in, on, under or from any of the Properties or any of the Former Mining Rights, including any property occupied or used in connection with any of the Properties or any of the Former Mining Rights, whether by the Vendors or any other Person prior to, at or after the Closing Date and whether or not known at the Closing Date.

2.2 Indemnity Held in Trust

The Vendors shall hold the benefit of the indemnities in this Article 2 in trust for each of the other Vendor Indemnified Parties.

2.3 Notice of Claim

(a) A Vendor Indemnified Party that may be entitled to make a claim for indemnification (an “ Indemnity Claim ”) under this Agreement (the “ Indemnified Party ”) shall give written notification to the Purchaser Parties (collectively, the “ Indemnifying Party ”) of such Indemnity Claim (a “ Notice of Claim ”) promptly upon becoming aware of the Indemnity Claim. The Notice of Claim shall specify with reasonable particularity, to the extent that the information is available, the factual basis for the Indemnity Claim and the amount of the Indemnity Claim.

(b) If an Indemnified Party fails to provide the Indemnifying Party with a Notice of Claim promptly as required by Section 2.3(a), the Indemnifying Party shall be relieved of the obligation to pay damages to the extent it can show that it was prejudiced in its defence of the Indemnity Claim or in proceeding against a third party who would have been liable to it by the fact of the delay, but the failure to provide such Notice of Claim promptly shall not otherwise release the Indemnifying Party from its obligations under this Agreement.

(c) A Notice of Claim may be provided by a Vendor Indemnified Party in accordance with this Section 2.3 not later than 18 months after the day on which the Vendor Indemnified Party became aware of the Indemnity Claim in respect of such Notice of Claim. No monetary limitations of liability shall apply to any Indemnity Claim made by a Vendor Indemnified Party under this Agreement, and an Indemnified Party shall be entitled to require payment on the indemnities contained hereunder for all Losses suffered or incurred.

2.4 Claim

(a) If in connection with an Indemnity Claim, an Indemnified Party is required by applicable Law to make a payment to a third party before the relevant procedure for challenging the existence or quantum of the Indemnity Claim is completed, then the Indemnified Party may make such payment and forthwith demand reimbursement for such payment from the Indemnifying Party in accordance with this Agreement; provided that, if the alleged liability to the third party as finally determined upon completion of settlement negotiations or related legal proceedings is less than the amount which is paid by the Indemnifying Party in respect of the related Indemnity Claim or if it is determined that the Indemnified Party is not entitled to indemnification in respect of the Third Party Claim under this Agreement, then the Indemnified Party shall forthwith following such determination pay to the Indemnifying Party the amount by

which the amount of the liability as finally determined is less than the amount which is so paid by the Indemnifying Party.

(b) With respect to any Indemnity Claim, the following procedures will apply:
(i) except as contemplated by Section 2.4(b)(iii), the Indemnifying Party will have the right to assume carriage of the compromise or settlement of the Indemnity Claim and the conduct of any related legal, administrative or other proceedings, but the Indemnified Party shall have the right and shall be given the opportunity to participate in the defence of the Indemnity Claim, to consult with the Indemnifying Party in the settlement of the Indemnity Claim and the conduct of related legal, administrative and other proceedings (including consultation with counsel). If the Indemnifying Party elects to assume carriage and conduct of an Indemnity Claim, the Indemnified Party shall have the right to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them (such as the availability of different defences);
(ii) the Indemnifying Party will co-operate with the Indemnified Party in relation to the Indemnity Claim, will keep it fully advised with respect thereto, will provide it with copies of all relevant documentation as it becomes available, will provide it with access to all records and files relating to the defence of the Indemnity Claim and will meet with representatives of the Indemnified Party at all reasonable times to discuss the Indemnity Claim; and
(iii) notwithstanding Sections 2.4(b)(i) and 2.4(b)(ii), the Indemnifying Party will not settle a Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.

(c) If, with respect to any Indemnity Claim, the Indemnifying Party declines to assume carriage of the settlement of the Indemnity Claim or defaults in respect of any of its obligations under this Section 2.4 with respect thereto, the Indemnified Party, at its discretion, may assume carriage of the settlement of the Indemnity Claim and defend the Indemnity Claim on such terms as the Indemnified Party, acting in good faith, considers advisable, provided that the Indemnified Party shall not settle an Indemnity Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

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(d) The Indemnified Party and the Indemnifying Party shall co-operate fully with each other with respect to Indemnity Claims, and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

(e) The provisions of this Section 2.4 shall only apply to an Indemnity Claim that arises as a result of a claim by a Person against the Indemnified Party.

2.5 Limitation Period for Claims

Notwithstanding the provisions of the Limitations Act or any other statute, the period within which a Vendor Indemnified Party may commence a proceeding in respect of an Indemnity Claim for which a Notice of Claim has been given in accordance with the terms hereof, shall be two years from the date such Notice of Claim has been delivered, and any applicable limitation period is hereby so extended to the fullest extent permitted by Law.

ARTICLE 3 FULL AND FINAL RELEASE

3.1 Full and Final Release

Each of the Purchaser Parties, on its own behalf and on behalf of the other Purchaser Related Parties, fully releases the Vendor Indemnified Parties, with effect as and from date hereof, from each and every action, suit, proceeding or other claim whatsoever that any of the Purchaser Related Parties may now have or may have hereafter in regard to, arising out of, or in any way related or connected to, whether directly or indirectly, any environmental matter and any other claim under Environmental Laws relating to the Wawa Gold Project, the Venture, Operations or the Closure Plan, including any Former Mining Rights (an “ Environmental Matter ”). Each of the Purchaser Parties, on its own behalf and on behalf of the other Purchaser Related Parties, further covenants and agrees that, in respect of any Environmental Matter, it will not, and will cause each of the Purchaser Related Parties not to, directly or indirectly, attempt to compel any Vendor Indemnified Party to investigate, remediate, rehabilitate, reclaim, restore or manage, or to pay for the investigation, remediation or other management, of any Environmental Matter.

3.2 Release Held in Trust

The Vendors shall hold the benefit of the release in this Article 3 in trust for each of the other Vendor Indemnified Parties.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Purchaser Parties

Each of the Purchaser Parties jointly and severally represents and warrants to the Vendors as follows, and confirms that the Vendors are relying upon the accuracy of each of such representations and warranties in connection with the transactions hereunder, that:

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(a) Corporate Authority and Binding Obligation. Each Purchaser Party is a corporation duly incorporated and validly subsisting in all respects under the laws of its jurisdiction of incorporation. Each Purchaser Party has good right, full corporate power and authority to enter into this Agreement and to perform all of such Purchaser Party’s obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by each Purchaser Party and constitutes a legal, valid and binding obligation of each Purchaser Party, enforceable in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act and analogous legislation in other relevant jurisdictions.
(b) Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement by each Purchaser Party will not constitute or result in a violation or breach of or default under:
(i) any term or provision of any of the articles, by-laws or other constating documents of any Purchaser Party;
(ii) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which any Purchaser Party is a party or by which it is bound; or
(iii) any term or provision of any licenses, registrations or qualification of any Purchaser Party or any order of any court, governmental authority or regulatory body or any applicable Law or regulation of any jurisdiction.
(c) Contractual and Regulatory Approvals. Neither Purchaser Party is under any obligation, contractual or otherwise, to request or obtain the consent of any Person, and no permits, licences, certifications, authorizations or approvals of, or notifications to, any Governmental Authority are required to be obtained by any Purchaser Party in connection with the execution, delivery or performance by any Purchaser Party of this Agreement.

4.2 No Limitation of Representations and Warranties under the Purchase Agreement

Each of the Vendors and the Purchaser Parties agree that the representations and warranties provided in this Article 4 are not intended in any way to limit the representations and warranties provided by the Purchaser Parties in the Purchase Agreement.

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ARTICLE 5 GENERAL PROVISIONS

5.1 Transfers by Purchaser Party

The Purchaser Parties shall not, directly or indirectly, Transfer all or substantially all of the Properties, or a material portion of the Properties as measured by value, to a transferee that is not a Governmental Authority unless, prior to such Transfer, the transferee has first executed and delivered to the Vendors an instrument, in form and substance acceptable to the Vendors, acting reasonably, pursuant to which the transferee provides in favour of the Vendors a release and indemnity substantially similar to the release and indemnity provided by the Purchaser Parties to the Vendors under this Agreement.

5.2 Further Assurances

Each of the parties covenants and agrees that at any time and from time to time after the date hereof it will, upon the request of the others, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances and assurances as may be required for the purpose of giving effect to this Agreement.

5.3 Notices

(a) Any notice, designation, communication, request, demand or other document, required or permitted to be given or sent or delivered hereunder to any party hereto shall be in writing and shall be sufficiently given or sent or delivered if it is:

(i) delivered personally to an officer or director of such party; or
(ii) sent by email or other electronic means to the following email addresses: (A) in the case of the Vendors,

874253 Ontario Limited & The Estate of Bernard C. Sherman c/o 150 Signet Drive

Weston, Ontario M9L 1T9 Attention: [name redacted for confidentiality reasons] Email: [email address redacted for confidentiality reasons]

With a copy to (which shall not constitute notice)

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(B) in the case of the Purchaser Parties,

With a copy to (which shall not constitute notice)

Wildeboer Dellelce LLP Suite 800, 365 Bay Street Toronto, ON M5H 2V1 Attention: [name redacted for confidentiality reasons] Email: [email address redacted for confidentiality reasons]

or to such other email address as the party entitled to or receiving such notice, designation, communication, request, demand or other document shall, by a notice given in accordance with this Section 5.3, have communicated to the party giving or sending or delivering such notice, designation, communication, request, demand or other document.

(b) Any notice, designation, communication, request, demand or other document given or sent or delivered as aforesaid shall:

(i) if personally delivered as aforesaid, be deemed to have been given, sent, delivered and received on the date of delivery; and
(ii) if sent by email, be deemed to have been given, sent, delivered and received on the date the email was sent if sent before 5:00 p.m. (Toronto time) on a Business Day, otherwise be deemed to have been given, sent, delivered and received on the next following Business Day.

5.4 Assignment

(a) Neither Purchaser Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the Vendors.

(b) Neither Vendor may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the Purchaser Parties; provided the either Vendor may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, to an Affiliate without the prior written consent of the Purchaser Parties.

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5.5 Successors and Assigns

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

5.6 Entire Agreement

This Agreement, together with the Purchase Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof including the letter of intent dated November 17, 2020 between the parties. None of the parties hereto shall be bound or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings not specifically set forth in this Agreement or in the Purchase Agreement. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein or in the Purchase Agreement.

5.7 Amendments and Waivers

No modification, amendment or waiver of this Agreement may be made unless agreed to by the parties hereto in writing. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

5.8 Severability

5.9 Counterparts

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5.10 Limitation of Recourse

[The remainder of this page is intentionally left blank; signature page follows.]

IN WITNESS WHEREOF the parties hereto have duly executed this agreement as of the day and year first written above

RED PINE EXPLORATION INC.

Name: Quentin Yarie Title: Chief Executive Officer

Name: Greg Duras Title: Chief Financial Officer

AUGUSTINE VENTURES INC.

Name: Quentin Yarie Title: President

Name: Greg Duras Title: Authorized Signatory

874253 ONTARIO LIMITED

Name: [name redacted for confidentiality reasons] Title: Authorized Signatory

THE ESTATE OF BERNARD C. SHERMAN

Name: [name redacted for confidentiality reasons] Title: Authorized Signatory

SCHEDULE 1.1. B

ESCROW AGREEMENT

See attached.

Form

ESCROW AGREEMENT

BETWEEN

RED PINE EXPLORATION INC.

– and –

874253 ONTARIO LIMITED

– and –

WILDEBOER DELLELCE LLP

 , 2021

ARTICLE 1	DEFINITIONS ......................................................................................................... 3
1.1	Capitalized Terms ............................................................................................... 3
1.2	Defined Terms .................................................................................................... 3
1.3	Certain Rules of Interpretation ............................................................................ 4
1.4	Governing Law .................................................................................................... 4
1.5	Entire Agreement ................................................................................................ 4
ARTICLE 2	APPOINTMENT, ACCEPTANCE AND DISCLOSURE ............................................ 4
2.1	Appointment and Acceptance ............................................................................. 4
2.2	Disclosure and Right to Act ................................................................................. 4
ARTICLE 3	ESTABLISHMENT OF ESCROW ........................................................................... 5
3.1	Escrow Fund ....................................................................................................... 5
3.2	Term ................................................................................................................... 5
ARTICLE 4	DEPOSIT OF ESCROW FUND ............................................................................... 5
4.1	Direction to Deposit............................................................................................. 5
4.2	Authorization to Disclose .................................................................................... 5
ARTICLE 5	RELEASE FROM ESCROW ................................................................................... 6
5.1	Release from Escrow .......................................................................................... 6
ARTICLE 6	TERMINATION OF ESCROW ................................................................................. 6
ARTICLE 7	DUTIES AND RIGHTS OF THE ESCROW AGENT ................................................ 7
7.1	Duties of the Escrow Agent ................................................................................. 7
7.2	Liability of the Escrow Agent ............................................................................... 7
7.3	Rights of the Escrow Agent ................................................................................. 7
7.4	Resignation of Escrow Agent .............................................................................. 8
7.5	Removal of the Escrow Agent ............................................................................. 9
7.6	Discharge from Duties ........................................................................................ 9
7.7	Disagreement ..................................................................................................... 9
7.8	Indemnity ............................................................................................................ 9
ARTICLE 8	GENERAL ............................................................................................................. 10
8.1	Notices.............................................................................................................. 10
8.2	Severability ....................................................................................................... 10
8.3	Submission to Jurisdiction................................................................................. 10
8.4	Remedies Cumulative ....................................................................................... 11
8.5	Amendment and Waiver ................................................................................... 11
8.6	Assignment and Enurement .............................................................................. 11
8.7	Counterparts ..................................................................................................... 11
8.8	Survival ............................................................................................................. 11

-i-

ESCROW AGREEMENT

THIS AGREEMENT is dated , 2021,

B E T W E E N :

RED PINE EXPLORATION INC. , a corporation

incorporated under the laws of the Province of Ontario

(the “ Purchaser ”)

and -

874253 ONTARIO LIMITED , a corporation incorporated under the laws of the Province of Ontario

(“ 874253 ”)

and -

WILDEBOER DELLELCE LLP , a limited liability partnership with an office at Toronto, Ontario

(the “ Escrow Agent ”).

CONTEXT:

A. By a security purchase agreement dated February 22, 2021 (the “ Purchase Agreement ”) between the Purchaser and the Vendors, 874253 sold to the Purchaser, and the Purchaser purchased from 8742523, the Purchased Share, and the Estate sold to the Purchaser, and the Purchaser purchased from the Estate, the LP Interest, on and subject to the terms and conditions of the Purchase Agreement.
B. Pursuant to Section 6.8(b) of the Purchase Agreement, the Purchaser has covenanted and agreed to, not later than 30 days following the date hereof or such longer period as the Vendors may agree in writing, provide the Replacement Financial Assurance to the MENDM in order to replace the Financial Assurance and to cause the MENDM to return the Financial Assurance to Sherfam.
C. It is a condition of Closing that an escrow fund be established to hold the Escrow Funds which Escrow Fund will be used to reimburse Sherfam if the Financial Assurance is drawn by the beneficiary thereof.
D. The Escrow Agent has agreed to act as escrow agent pursuant to this Agreement.

THEREFORE, the Parties agree as follows:

ARTICLE 1 DEFINITIONS

1.1 Capitalized Terms

Capitalized terms used in this Agreement and not otherwise defined have the meanings given to them in the Purchase Agreement.

1.2 Defined Terms

In this Agreement the following terms have the following meanings:

1.2.1 “ Agreement ” means this agreement, as it may be supplemented or amended by written agreement between the Parties.
1.2.2 “ Claim ” means any claim, demand, action, cause of action, suit, arbitration, investigation, proceeding, complaint, grievance, charge, prosecution, assessment or reassessment (including any appeal or application for review), and includes the Escrow Agent’s costs and expenses of defending itself against any claim of liability or in any action for interpleader and any costs and expenses if it is required to attend or provide evidence in a dispute between the Purchaser and 874253 in relation to this Agreement.
1.2.3 “ Court ” means a court of competent jurisdiction.
1.2.4 “ Court Order ” means any award, order or judgment of a Court.
1.2.5 “ Document ” is defined in Section 7.3.1.
1.2.6 “ Drawn Amount ” is defined in Section 5.1.1.
1.2.7 “ Escrow Funds ” is defined in Section 3.1.
1.2.8 “ Estate ” means the estate of Bernard C. Sherman, late of the city of Toronto.
1.2.9 “ Estate Trustees ” means the estate trustees of the Estate.
1.2.10 “ Joint Direction ” means a written direction signed by the Purchaser and 874253 and given to the Escrow Agent directing the investment, reinvestment, liquidation or payment of all or any part of the Escrow Funds.
1.2.11 “ Parties ” means the Purchaser, 874253 and the Escrow Agent, collectively, and “ Party ” means any one of them.
1.2.12 “ Purchase Agreement ” is defined in the “Context” above.
1.2.13 “ Sherfam ” means Sherfam Inc.
1.2.14 “ Term ” is defined in Section 3.2.
1.2.15 “ Vendors ” means, collectively, 874253 and the Estate.
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1.2.16 “ Vendor Direction ” is defined in Section 5.1.1.
1.2.17 “ Vendor Release Amount ” is defined in Section 5.1.1.

1.3 Certain Rules of Interpretation

1.3.1 In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the words “including” or “includes” in this Agreement is to be construed as meaning “including, without limitation” or “includes, without limitation,” respectively.
1.3.2 The division of this Agreement into Articles and Sections, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
1.3.3 References in this Agreement to an Article or Section are to be construed as references to an Article or Section of this Agreement unless the context requires otherwise.

1.4 Governing Law

This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in that Province.

1.5 Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the administration and disposition of the Escrow Funds by the Escrow Agent, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties, conditions or other agreements between the Parties, express or implied, in connection with the administration and disposition of the Escrow Funds except as specifically set out in this Agreement. None of the Parties has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or in contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement.

ARTICLE 2 APPOINTMENT, ACCEPTANCE AND DISCLOSURE

2.1 Appointment and Acceptance

The Purchaser and 874253 appoint the Escrow Agent to act, and the Escrow Agent accepts the appointment and will act, as escrow agent in accordance with this Agreement.

2.2 Disclosure and Right to Act

874253 acknowledges that the Escrow Agent acts as solicitors for the Purchaser in all matters arising under or in any way related to the Purchase Agreement, except with respect to fulfilling its obligations

under this Agreement. 874253 acknowledges that no solicitor-client relationship arises between the Escrow Agent and 874253 as a result of the Escrow Agent acting as escrow agent in accordance with this Agreement.

ARTICLE 3 ESTABLISHMENT OF ESCROW

3.1 Escrow Fund

The Escrow Agent acknowledges that the Purchaser has deposited $315,000 into escrow with the Escrow Agent, which amount, as decreased by any disbursements, will be referred to in this Agreement as the “ Escrow Funds ”. The Escrow Funds will be held by the Escrow Agent as a trust fund in accordance with this Agreement. The Escrow Agent confirms that it has no ownership interest in the Escrow Funds, but is serving as escrow holder only, and has possession of the Escrow Funds only in accordance with this Agreement.

3.2 Term

The term of this Agreement (the “ Term ”) will commence on the date of this Agreement and will end on the earliest of:

3.2.1 the effective date of the Escrow Agent’s resignation, as provided in Section 7.4;
3.2.2 the effective date of the Escrow Agent’s removal, as provided in Section 7.5;
3.2.3 the payment into a Court of the Escrow Funds as provided in Section 7.7.2; and
3.2.4 the termination of the escrow established by this Agreement, as provided in Article 6.

ARTICLE 4 DEPOSIT OF ESCROW FUND

4.1 Direction to Deposit

Except as expressly provided in this Agreement, and subject to any Joint Direction, the Escrow Agent is directed to deposit the Escrow Funds in a non-interest bearing deposit account with a Canadian chartered bank listed in Schedule I to the Bank Act (Canada).

4.2 Authorization to Disclose

The Purchaser or 874253 may, at any time, request full particulars of the Escrow Funds deposited in accordance with Section 4.1, and upon receipt of that request the Escrow Agent will disclose those particulars in writing to the Purchaser and 874253.

ARTICLE 5 RELEASE FROM ESCROW

5.1 Release from Escrow

5.1.1 If any amount is drawn on the Financial Assurance by the beneficiary thereunder (a “ Drawn Amount ”), 874253 may, by delivering a written notice to the Escrow Agent and the Purchaser setting out the Drawn Amount (a “ Vendor Direction ”), direct the Escrow Agent to release to Sherfam or its designee, as 874253 may direct in the Vendor Direction, from the Escrow Funds an amount equal to the Drawn Amount (the “ Vendor Release Amount ”). The Escrow Agent shall within three Business Days after the Escrow Agent receives a Vendor Direction release the Vendor Release Amount to Sherfam or its designee as so directed. 874253 shall deliver to the Purchaser together with the Vendor Direction evidence of the Drawn Amount.
5.1.2 Following the return of the Financial Assurance to Sherfam in accordance with the Purchase Agreement, the Purchaser and 874253 shall promptly, and in any event not later than seven Business Days after such return, deliver to the Escrow Agent a Joint Direction directing the Escrow Agent to release to the Purchaser any undistributed Escrow Funds less the aggregate of any Vendor Release Amounts directed to be paid, but not yet paid, to Sherfam or its designee pursuant to Section 5.1.1. Notwithstanding such, if there is a Drawn Amount at the time the Financial Assurance is returned to Sherfam in respect of which 874253 has not yet delivered a Vendor Direction, 874253 shall be permitted to first deliver such Vendor Direction before it is obligated to deliver the Joint Direction in accordance with this Section 5.1.2.
5.1.3 The Purchaser and 874253 may, at any time, deliver to the Escrow Agent a Joint Direction directing the Escrow Agent to release the Escrow Funds, and the Escrow Agent shall within three Business Days after the Escrow Agent receives a Joint Direction release the Escrow Funds as so directed.

ARTICLE 6 TERMINATION OF ESCROW

If the Term has not already ended by virtue of the Escrow Agent’s resignation or removal under Sections 7.4 or 7.5, or payment of the Escrow Fund into a Court pursuant to Section 7.7.2, the escrow established by this Agreement will terminate on the earlier to occur of:

6.1 the distribution by the Escrow Agent of the entirety of the Escrow Funds in accordance with the terms of this Agreement; and
6.2 the written agreement of 874253 and the Purchaser.
7 -

ARTICLE 7 DUTIES AND RIGHTS OF THE ESCROW AGENT

7.1 Duties of the Escrow Agent

7.1.1 The Escrow Agent will hold, deposit, safeguard and pay the Escrow Funds in accordance with this Agreement.
7.1.2 Except as expressly provided in this Agreement, the Escrow Agent will have no other duties or responsibilities under this Agreement and no implied duties or obligations will be read into this Agreement against the Escrow Agent.
7.1.3
Without limiting the generality of Section 7.1.2, the Escrow Agent will have no duty to:
7.1.3.1 give the Escrow Funds any greater degree of care than required under the applicable by-laws and rules of professional conduct established by the Law Society of Ontario;
7.1.3.2 invest all or any part of the Escrow Funds;
7.1.3.3 enforce any obligation of any Person, except as expressly provided in this Agreement; or
7.1.3.4 make any representation as to the value, validity, genuineness or collectability of any Document held by or delivered to it.

7.2 Liability of the Escrow Agent

The Escrow Agent will not be liable for any action taken or not taken by it with respect to any matter relating in any way to this Agreement, except for its own wilful misconduct, gross negligence or bad faith.

7.3 Rights of the Escrow Agent

The Escrow Agent will be entitled to:

7.3.1 rely upon any Joint Direction, Vendor Direction or Court Order (each being a “ Document ”) delivered to it under this Agreement without being required to determine the:
7.3.1.1 authenticity of any Document (whether the Document purports to be an original or a copy);
7.3.1.2 due authorization, execution or delivery of any Document;
7.3.1.3 correctness of any fact stated in any Document; or
7.3.1.4 propriety or validity of the service of any Document;
7.3.2 rely upon any signature believed by the Escrow Agent to be genuine;
8 -
7.3.3 assume that any Person purporting to give any receipt or advice, make any statement or execute any Document in connection with the provisions of this Agreement has been duly authorized to do so;
7.3.4 assume that the representative of any Party that is not a natural person has full power and authority to instruct the Escrow Agent on behalf of that Party unless written notice to the contrary is delivered to the Escrow Agent;
7.3.5 seek advice and directions from a Court, in the Escrow Agent’s capacity as a trustee for the benefit of the Purchaser and 874253;
7.3.6 commence or defend any action or proceeding for the determination of any Claims, including a suit or action in interpleader;
7.3.7 retain, at the sole expense of the Purchaser and 874253 (each as to 50%), and act on, the opinion, advice or information obtained from, any independent lawyer or other expert, whether retained by the Escrow Agent, the Purchaser or 874253, but the Escrow Agent will not be bound to act upon such opinion, advice or information and, except as expressly provided in this Agreement, will not be responsible for any losses resulting from retaining or not retaining any independent lawyer or other expert or for so acting or not so acting, as the case may be; and
7.3.8 employ any assistance that the Escrow Agent may, in its sole discretion, determine to be necessary or advisable to properly discharge its duties under this Agreement and pay, for the account of the Purchaser and 874253 (each as to 50%), the fees, disbursements and other costs required for that assistance, including legal or other services provided for in Section 7.3.7.

7.4 Resignation of Escrow Agent

The Escrow Agent may resign at any time upon 15 days’ prior written notice, and:

7.4.1 if the Escrow Agent has received a Joint Direction within the 15-day period to deliver the Escrow Funds to a named successor escrow agent, the Escrow Agent’s resignation will take effect on the date of delivery of the Escrow Funds to the successor escrow agent; or
7.4.2 if the Escrow Agent has not received the Joint Direction described above within the 15-day period, the Escrow Agent’s sole responsibilities after the expiry of that period will be to:
7.4.2.1 hold and safeguard (and not to invest or reinvest) the Escrow Funds; and
7.4.2.2 arrange for the payment of the Escrow Funds into a Court as soon as practicable after the expiry of the 15-day period,

and the Escrow Agent’s resignation will take effect on the day the Escrow Agent pays the Escrow Funds into a Court.

7.5 Removal of the Escrow Agent

The Purchaser and 874253 may remove the Escrow Agent at any time by Joint Direction, and:

7.5.1 if that Joint Direction names a successor escrow agent, the Escrow Agent’s removal will take effect on the date of delivery of the Escrow Funds to the successor escrow agent; or
7.5.2 if that Joint Direction does not name a successor escrow agent, then the Escrow Agent’s sole responsibilities will be to:
7.5.2.1 hold and safeguard (and not to invest or reinvest) the Escrow Funds; and
7.5.2.2 arrange for the payment of the Escrow Funds into a Court as soon as practicable after receipt of that Joint Direction,

and the Escrow Agent’s removal will take effect on the day the Escrow Agent pays the Escrow Funds into a Court.

7.6 Discharge from Duties

At the time the Escrow Agent’s resignation or removal, as the case may be, takes effect, the Escrow Agent will be discharged of and from any and all further liabilities, duties and obligations arising in connection with this Agreement.

7.7 Disagreement

If any disagreement between the Purchaser and 874253 results in adverse claims or demands made in relation to the Escrow Funds, or if the Escrow Agent is in doubt as to what action it should take under this Agreement, the Escrow Agent:

7.7.1 will be entitled to retain the Escrow Funds until the Escrow Agent has received a Joint Direction or a Court Order directing payment of the Escrow Funds, and the Escrow Agent will rely and act on the Joint Direction or Court Order without further question by paying the Escrow Funds as directed;
7.7.2 will be entitled, in the alternative, in its sole discretion and without providing prior written notice, to pay any of the Escrow Funds still held by it into a Court pending resolution of that disagreement or adverse claim or demand, following which the Escrow Agent will be deemed to have resigned effective as of the time of that payment; and
7.7.3 will be entitled to continue to act as legal counsel to the Purchaser in connection with any matter unconnected to that disagreement or adverse claim or demand, and its appointment as Escrow Agent will in no way hinder its ability to do so.

7.8 Indemnity

Except to the extent that any Claim that can be brought under Section 7.2 is successfully asserted against the Escrow Agent, the Purchaser and 874253 (each as to 50%) will indemnify and hold harmless the Escrow Agent (and any successor escrow agent) from and against any and all Claims incurred or

10 -

sustained by the Escrow Agent in respect of any matter or thing done by it under, pursuant to or in connection with this Agreement, or otherwise arising in connection with its office as Escrow Agent.

ARTICLE 8 GENERAL

8.1 Notices

Any notice provided in connection with this Agreement will be provided in accordance with Section 11.2 of the Purchase Agreement, with delivery to the Escrow Agent to be made to the Escrow Agent at:

Wildeboer Dellelce LLP 365 Bay Street, Suite 800 Toronto, ON M5H 2V1

Attention: Al Wiens Email: [email protected]

8.2 Severability

Each provision of this Agreement is distinct and severable. If any provision of this Agreement, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

8.2.1 the legality, validity or enforceability of the remaining provisions of this Agreement; or
8.2.2 the legality, validity or enforceability of that provision in any other jurisdiction.

8.3 Submission to Jurisdiction

Each of the Parties irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario to determine all issues, whether at law or in equity, arising from this Agreement. To the extent permitted by applicable law, each of the Parties:

8.3.1 irrevocably waives any objection (including any claim of inconvenient forum) that it may now or hereafter have to the venue of any legal proceeding arising out of or relating to this Agreement in the courts of the Province of Ontario, or that the subject matter of this Agreement may not be enforced in those courts;
8.3.2 irrevocably agrees not to seek, and waives any right to, judicial review by any court which may be called upon to enforce the judgment of the courts of the Province of Ontario, of the substantive merits of any such suit, action or proceeding; and
8.3.3 to the extent that any Party has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, irrevocably waives such immunity in respect of its obligations under this Agreement.
11 -

8.4 Remedies Cumulative

The rights and remedies of the Parties under this Agreement are cumulative and not alternative.

8.5 Amendment and Waiver

No supplement, modification, amendment, waiver, discharge or termination of this Agreement is binding unless it is executed in writing by each of the Parties. No waiver of, failure to exercise or delay in exercising, any provision of this Agreement constitutes a waiver of any other provision (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

8.6 Assignment and Enurement

None of the Parties may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other Parties. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

8.7 Counterparts

This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which when so executed and delivered will be an original, and each of which may be delivered by electronic means, and those counterparts will together constitute one and the same instrument.

8.8 Survival

Section 7.8 and any other provisions that would reasonably be expected to remain in force will survive the termination of the escrow created under this Agreement. The termination of the escrow created under this Agreement will not affect the rights of any Party to make a claim for damages arising from a breach of any provision of this Agreement which occurred before that termination.

THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS

Each of the Parties has executed and delivered this Agreement as of the date noted at the beginning of this Agreement.

RED PINE EXPLORATION INC.

by Name: Quentin Yarie Title: Chief Executive Officer

Name: Greg Duras Title: Chief Financial Officer

874253 ONTARIO LIMITED

Name: [name redacted for confidentiality reasons] Title: Authorized Signatory

WILDEBOER DELLELCE LLP

by Name: Al Wiens Title: Partner

Signature Page – Escrow Agreement

SCHEDULE 1.1. C

PROPERTY

See attached.

Property Description

==> picture [386 x 597] intentionally omitted <==

Cell Claims

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
100524	Single Cell Mining Claim	41N15K177	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
102432	Single Cell Mining Claim	41N15J363	Active	4/10/2018	3/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
103359	Single Cell Mining Claim	41N15J283	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
103360	Single Cell Mining Claim	41N15J262	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
103977	Single Cell Mining Claim	41N15J206	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
104121	Single Cell Mining Claim	41N15K079	Active	4/10/2018	7/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
104122	Single Cell Mining Claim	41N15K100	Active	4/10/2018	7/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
104123	Single Cell Mining Claim	41N15K120	Active	4/10/2018	7/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
105773	Single Cell Mining Claim	42C02B348	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
105774	Single Cell Mining Claim	42C02B366	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
105798	Single Cell Mining Claim	41N15J008	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
108689	Single Cell Mining Claim	41N15J190	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
110720	Single Cell Mining Claim	41N15J231	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
119569	Boundary Cell Mining Claim	41N15J322	Active	4/10/2018	3/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
121273	Boundary Cell Mining Claim	41N15K099	Active	4/10/2018	7/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
121565	Single Cell Mining Claim	41N15J112	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
122905	Single Cell Mining Claim	41N15J149	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
125650	Single Cell Mining Claim	41N15K155	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
125651	Single Cell Mining Claim	41N15K194	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
125652	Single Cell Mining Claim	41N15K237	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
125653	Single Cell Mining Claim	41N15K236	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
125654	Single Cell Mining Claim	41N15K254	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
127200	Single Cell Mining Claim	42C02B369	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
127806	Single Cell Mining Claim	41N15J389	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
127807	Boundary Cell Mining Claim	41N15J387	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
127855	Single Cell Mining Claim	41N15J105	Active	4/10/2018	9/10/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
128402	Single Cell Mining Claim	41N15K117	Active	4/10/2018	6/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
128427	Single Cell Mining Claim	41N15J227	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
128428	Single Cell Mining Claim	41N15J249	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
128529	Single Cell Mining Claim	41N15J287	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
132965	Single Cell Mining Claim	41N15J111	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
136977	Single Cell Mining Claim	41N15J291	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
138679	Single Cell Mining Claim	42C02B387	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
143017	Single Cell Mining Claim	41N15J271	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim Type Cell ID Status Issue Date Anniversary Owner ID Date 145104 Single Cell Mining Claim 41N15J169 Active 4/10/2018 1/20/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 146495 Single Cell Mining Claim 41N15J212 Active 4/10/2018 3/29/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 155251 Single Cell Mining Claim 41N15J006 Active 4/10/2018 2/9/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 155757 Single Cell Mining Claim 41N15J329 Active 4/10/2018 3/29/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 156393 Single Cell Mining Claim 41N15J345 Active 4/10/2018 3/28/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 156394 Single Cell Mining Claim 41N15J344 Active 4/10/2018 3/28/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 156473 Single Cell Mining Claim 41N15J202 Active 4/10/2018 1/20/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 156956 Boundary Cell Mining Claim 41N15K340 Active 4/10/2018 3/29/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 156972 Boundary Cell Mining Claim 41N15K078 Active 4/10/2018 6/29/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 157138 Single Cell Mining Claim 41N15J270 Active 4/10/2018 3/29/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 157156 Single Cell Mining Claim 41N15J332 Active 4/10/2018 3/29/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 157679 Boundary Cell Mining Claim 41N15K297 Active 4/10/2018 10/2/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 159078 Single Cell Mining Claim 41N15J205 Active 4/10/2018 1/20/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 159733 Single Cell Mining Claim 41N15K080 Active 4/10/2018 7/28/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 163029 Boundary Cell Mining Claim 41N15J301 Active 4/10/2018 3/29/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 163043 Boundary Cell Mining Claim 41N15K099 Active 4/10/2018 6/29/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 163046 Single Cell Mining Claim 41N15J308 Active 4/10/2018 10/2/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC. 163768 Boundary Cell Mining Claim 41N15K299 Active 4/10/2018 10/2/2022 (60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
165694	Single Cell Mining Claim	41N15J167	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
165695	Single Cell Mining Claim	41N15J187	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
165765	Single Cell Mining Claim	41N15J049	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
166331	Boundary Cell Mining Claim	41N15K119	Active	4/10/2018	7/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
171219	Single Cell Mining Claim	42C02B365	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
172355	Single Cell Mining Claim	41N15J246	Active	4/10/2018	8/25/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
172356	Single Cell Mining Claim	41N15J285	Active	4/10/2018	8/25/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
173367	Single Cell Mining Claim	42C02B346	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
174383	Single Cell Mining Claim	41N15K178	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
175178	Single Cell Mining Claim	41N15J349	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
175179	Single Cell Mining Claim	41N15J346	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
175799	Single Cell Mining Claim	41N15K116	Active	4/10/2018	6/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
175822	Single Cell Mining Claim	41N15J229	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
175823	Single Cell Mining Claim	41N15J248	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
175824	Single Cell Mining Claim	41N15J269	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
175850	Single Cell Mining Claim	41N15J383	Active	4/10/2018	3/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
175851	Single Cell Mining Claim	41N15J364	Active	4/10/2018	3/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
176564	Single Cell Mining Claim	41N15J083	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
177164	Single Cell Mining Claim	41N15K298	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
177165	Boundary Cell Mining Claim	41N15K317	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
177812	Boundary Cell Mining Claim	41N15J281	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
177841	Single Cell Mining Claim	41N15J303	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
178616	Single Cell Mining Claim	41N15J226	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
178854	Single Cell Mining Claim	41N15J170	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
179189	Single Cell Mining Claim	41N15J090	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
181649	Single Cell Mining Claim	41N15J292	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
181650	Single Cell Mining Claim	41N15J311	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
185222	Single Cell Mining Claim	41N15J050	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
185590	Single Cell Mining Claim	41N15J152	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
186282	Single Cell Mining Claim	41N15J192	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
190682	Single Cell Mining Claim	42C02B389	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
190705	Single Cell Mining Claim	41N15J009	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
190706	Single Cell Mining Claim	41N15J005	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
191196	Single Cell Mining Claim	41N15J327	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
191868	Single Cell Mining Claim	41N15J343	Active	4/10/2018	3/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
191927	Single Cell Mining Claim	41N15K096	Active	4/10/2018	6/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
193668	Single Cell Mining Claim	41N15J232	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
199790	Single Cell Mining Claim	41N15J148	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
200738	Single Cell Mining Claim	41N15K176	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
200739	Single Cell Mining Claim	41N15K196	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
200740	Single Cell Mining Claim	41N15K195	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
200741	Single Cell Mining Claim	41N15K255	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
201079	Single Cell Mining Claim	41N15J224	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
201774	Single Cell Mining Claim	41N15J290	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
203245	Single Cell Mining Claim	41N15J263	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
205075	Single Cell Mining Claim	41N15J132	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
205775	Single Cell Mining Claim	41N15J172	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
205776	Single Cell Mining Claim	41N15J171	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
207101	Single Cell Mining Claim	41N15J128	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
208425	Single Cell Mining Claim	41N15J223	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
208783	Single Cell Mining Claim	41N15K216	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
208784	Single Cell Mining Claim	41N15K214	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
209099	Single Cell Mining Claim	41N15J309	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
209125	Single Cell Mining Claim	41N15J331	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
209144	Single Cell Mining Claim	41N15J250	Active	4/10/2018	3/15/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
209256	Single Cell Mining Claim	41N15J048	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
211226	Single Cell Mining Claim	41N15J189	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
213116	Single Cell Mining Claim	41N15J213	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
220012	Single Cell Mining Claim	41N15J007	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
220864	Single Cell Mining Claim	41N15K174	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
221057	Single Cell Mining Claim	41N15J266	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
221112	Single Cell Mining Claim	41N15J368	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
221113	Boundary Cell Mining Claim	41N15J386	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
221743	Single Cell Mining Claim	41N15J267	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
221769	Single Cell Mining Claim	41N15J145	Active	4/10/2018	9/10/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
221782	Single Cell Mining Claim	41N15J323	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
221783	Boundary Cell Mining Claim	41N15J362	Active	4/10/2018	3/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
227648	Single Cell Mining Claim	41N15K175	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
227649	Single Cell Mining Claim	41N15K235	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
227954	Single Cell Mining Claim	42C02B388	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
229087	Single Cell Mining Claim	41N15J348	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
229088	Single Cell Mining Claim	41N15J369	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
229852	Single Cell Mining Claim	41N15J086	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
229853	Single Cell Mining Claim	41N15J107	Active	4/10/2018	9/15/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
231157	Single Cell Mining Claim	41N15J305	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
233041	Single Cell Mining Claim	41N15J069	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
233111	Boundary Cell Mining Claim	41N15K078	Active	4/10/2018	7/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
237070	Single Cell Mining Claim	41N15J184	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
237071	Single Cell Mining Claim	41N15J204	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
237797	Single Cell Mining Claim	41N15J029	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
240094	Single Cell Mining Claim	42C02B349	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
240095	Single Cell Mining Claim	42C02B367	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
241062	Single Cell Mining Claim	41N15K158	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
241257	Single Cell Mining Claim	41N15J326	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
241897	Single Cell Mining Claim	41N15J146	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
241915	Single Cell Mining Claim	41N15J325	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
241989	Single Cell Mining Claim	41N15K097	Active	4/10/2018	6/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
242498	Single Cell Mining Claim	41N15J306	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
242561	Single Cell Mining Claim	41N15J126	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
243855	Boundary Cell Mining Claim	41N15K300	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
243875	Single Cell Mining Claim	41N15J282	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
244649	Single Cell Mining Claim	41N15J067	Active	4/10/2018	9/15/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
244858	Single Cell Mining Claim	41N15J092	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
247316	Single Cell Mining Claim	41N15J244	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
248429	Single Cell Mining Claim	41N15J188	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
249849	Single Cell Mining Claim	41N15J233	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
252391	Single Cell Mining Claim	41N15J091	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
252392	Single Cell Mining Claim	41N15J129	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
252393	Single Cell Mining Claim	41N15J150	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
254408	Single Cell Mining Claim	41N15J127	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
256430	Single Cell Mining Claim	41N15J310	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
256431	Single Cell Mining Claim	41N15J251	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
257861	Single Cell Mining Claim	41N15J230	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
258304	Single Cell Mining Claim	41N15J367	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
259001	Boundary Cell Mining Claim	41N15K098	Active	4/10/2018	6/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
259002	Single Cell Mining Claim	41N15K118	Active	4/10/2018	6/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
259046	Single Cell Mining Claim	41N15J106	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
259937	Single Cell Mining Claim	41N15J168	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
260306	Single Cell Mining Claim	41N15J225	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
260609	Single Cell Mining Claim	41N15K159	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
260610	Single Cell Mining Claim	41N15K179	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
260611	Single Cell Mining Claim	41N15K200	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
260612	Single Cell Mining Claim	41N15K198	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
261027	Single Cell Mining Claim	41N15J304	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
264407	Single Cell Mining Claim	41N15J110	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
267383	Single Cell Mining Claim	41N15K217	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
268378	Single Cell Mining Claim	41N15J284	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
268379	Boundary Cell Mining Claim	41N15J302	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
269151	Single Cell Mining Claim	41N15J068	Active	4/10/2018	9/15/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
269154	Single Cell Mining Claim	41N15J147	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
269155	Single Cell Mining Claim	41N15J185	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
269156	Single Cell Mining Claim	41N15J207	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
269823	Boundary Cell Mining Claim	41N15K098	Active	4/10/2018	7/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
274495	Single Cell Mining Claim	41N15J312	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
274808	Single Cell Mining Claim	41N15K234	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
275220	Single Cell Mining Claim	41N15J026	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
275221	Single Cell Mining Claim	41N15J025	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
276316	Single Cell Mining Claim	41N15J328	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
276913	Single Cell Mining Claim	41N15K136	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
276968	Single Cell Mining Claim	41N15J365	Active	4/10/2018	3/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
277027	Boundary Cell Mining Claim	41N15J321	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
277262	Single Cell Mining Claim	41N15J264	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
278249	Single Cell Mining Claim	41N15K278	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
278459	Single Cell Mining Claim	41N15J084	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
278538	Boundary Cell Mining Claim	41N15K318	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
279166	Single Cell Mining Claim	41N15J261	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
280440	Single Cell Mining Claim	41N15J108	Active	4/10/2018	9/15/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
282079	Single Cell Mining Claim	41N15J151	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
286948	Single Cell Mining Claim	41N15K157	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
288315	Single Cell Mining Claim	41N15J286	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
288363	Single Cell Mining Claim	41N15J347	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
288980	Single Cell Mining Claim	41N15J228	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
289601	Single Cell Mining Claim	41N15J191	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
291578	Single Cell Mining Claim	41N15J272	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
294615	Single Cell Mining Claim	42C02B368	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
294637	Single Cell Mining Claim	42C02B385	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
295748	Single Cell Mining Claim	41N15J085	Active	4/10/2018	6/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
295812	Single Cell Mining Claim	41N15J268	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
296349	Single Cell Mining Claim	41N15J324	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
296409	Boundary Cell Mining Claim	41N15K320	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
296429	Boundary Cell Mining Claim	41N15K119	Active	4/10/2018	6/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
296484	Single Cell Mining Claim	41N15J087	Active	4/10/2018	9/15/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
297118	Single Cell Mining Claim	41N15J164	Active	4/10/2018	9/10/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
297169	Single Cell Mining Claim	41N15K279	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
299117	Single Cell Mining Claim	41N15J109	Active	4/10/2018	9/15/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
300941	Single Cell Mining Claim	41N15J131	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
305001	Single Cell Mining Claim	41N15J289	Active	4/10/2018	3/15/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
306719	Single Cell Mining Claim	42C02B347	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
306741	Single Cell Mining Claim	42C02B386	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
308395	Single Cell Mining Claim	41N15K138	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
308396	Single Cell Mining Claim	41N15K180	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
310772	Single Cell Mining Claim	41N15K156	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
311141	Single Cell Mining Claim	41N15J203	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
311295	Single Cell Mining Claim	41N15J028	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
311840	Single Cell Mining Claim	41N15J027	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
314445	Single Cell Mining Claim	41N15J209	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
315810	Single Cell Mining Claim	41N15J210	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
323494	Single Cell Mining Claim	41N15K197	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
323495	Single Cell Mining Claim	41N15K215	Active	4/10/2018	3/7/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
324337	Single Cell Mining Claim	41N15J265	Active	4/10/2018	8/25/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
324398	Single Cell Mining Claim	41N15J366	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
324399	Single Cell Mining Claim	41N15J388	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
324415	Single Cell Mining Claim	42C02B345	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
324938	Single Cell Mining Claim	41N15J104	Active	4/10/2018	9/10/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
325017	Single Cell Mining Claim	41N15J247	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
325034	Single Cell Mining Claim	41N15J166	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
325045	Boundary Cell Mining Claim	41N15J342	Active	4/10/2018	3/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
325610	Single Cell Mining Claim	41N15K077	Active	4/10/2018	6/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
326258	Single Cell Mining Claim	41N15J144	Active	4/10/2018	9/10/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
326294	Boundary Cell Mining Claim	41N15K319	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
327110	Single Cell Mining Claim	41N15J208	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
328526	Single Cell Mining Claim	41N15J193	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
334474	Single Cell Mining Claim	41N15J047	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
336509	Single Cell Mining Claim	41N15K199	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
336696	Single Cell Mining Claim	41N15J245	Active	4/10/2018	8/25/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
337240	Single Cell Mining Claim	41N15J211	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
337241	Single Cell Mining Claim	41N15J253	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
337358	Single Cell Mining Claim	41N15K137	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
337389	Single Cell Mining Claim	41N15J165	Active	4/10/2018	9/10/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
337406	Single Cell Mining Claim	41N15J384	Active	4/10/2018	3/28/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
337462	Single Cell Mining Claim	41N15J288	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
337463	Single Cell Mining Claim	41N15J307	Active	4/10/2018	10/2/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
339794	Single Cell Mining Claim	41N15J130	Active	4/10/2018	2/13/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
340100	Single Cell Mining Claim	41N15J088	Active	4/10/2018	9/15/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
340102	Single Cell Mining Claim	41N15J186	Active	4/10/2018	1/20/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
340184	Single Cell Mining Claim	41N15J070	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
340185	Single Cell Mining Claim	41N15J089	Active	4/10/2018	2/9/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
343793	Single Cell Mining Claim	41N15J252	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
343809	Single Cell Mining Claim	41N15J330	Active	4/10/2018	3/29/2022	(60) RED PINE EXPLORATION INC., (40) WAWA GP INC.
505363	Single Cell Mining Claim	41N15J010	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505364	Single Cell Mining Claim	41N15J011	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505365	Single Cell Mining Claim	42C02B290	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505366	Single Cell Mining Claim	42C02B291	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505367	Single Cell Mining Claim	42C02B308	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505368	Single Cell Mining Claim	42C02B309	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505369	Single Cell Mining Claim	42C02B310	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505370	Single Cell Mining Claim	42C02B311	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505371	Single Cell Mining Claim	42C02B330	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505372	Single Cell Mining Claim	42C02B331	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505373	Single Cell Mining Claim	42C02B332	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505374	Single Cell Mining Claim	42C02B333	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505375	Single Cell Mining Claim	42C02B334	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505376	Single Cell Mining Claim	42C02B350	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505377	Single Cell Mining Claim	42C02B351	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505378	Single Cell Mining Claim	42C02B352	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505379	Single Cell Mining Claim	42C02B353	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.

Claim	Type	Cell ID	Status	Issue Date	Anniversary	Owner
ID					Date
505380	Single Cell Mining Claim	42C02B354	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505381	Single Cell Mining Claim	42C02B370	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505382	Single Cell Mining Claim	42C02B371	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505383	Single Cell Mining Claim	42C02B372	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505384	Single Cell Mining Claim	42C02B373	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505385	Single Cell Mining Claim	42C02B374	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505386	Single Cell Mining Claim	42C02B390	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505387	Single Cell Mining Claim	42C02B391	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505388	Single Cell Mining Claim	42C02B392	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505671	Single Cell Mining Claim	41N15J214	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505672	Single Cell Mining Claim	41N15J234	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505673	Single Cell Mining Claim	41N15J254	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505674	Single Cell Mining Claim	41N15J273	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505675	Single Cell Mining Claim	41N15J274	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505676	Single Cell Mining Claim	41N15J293	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505677	Single Cell Mining Claim	41N15J294	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505678	Single Cell Mining Claim	41N15J313	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.
505679	Single Cell Mining Claim	41N15J314	Active	4/10/2018	4/10/2022	(100) RED PINE EXPLORATION INC.

Patents and Leases with Mining Rights

(MSR – Mining and Surface Rights, MR – Mining Rights)

Project	Tenure Number	Mining Right Type	Rights	Account Status	PIN
Wawa Gold JV	LEA-107320	Lease	MSR	Active	31169-0199(LT)
Wawa Gold JV	LEA-107417	Lease	MR	Active	31169-0200(LT)
Wawa Gold JV	LEA-107487	Lease	MSR	Active	31169-0202(LT) 31169-0201(LT)
Wawa Gold JV	LEA-107760	Lease	MSR	Active	31169-0204(LT)31169-0203(LT)
Wawa Gold JV	LEA-107761	Lease	MR	Active	31169-0206(LT)31169-0205(LT)31169-0207(LT)
Wawa Gold JV	LEA-108502	Lease	MR	Active	31169-0210(LT)
Wawa Gold JV	LEA-108850	Lease	MR	Active	31169-0214(LT)31169-0213(LT)
Wawa Gold JV	LEA-108851	Lease	MSR	Active	31169-0212(LT)
Wawa Gold JV	LEA-108852	Lease	MR	Active	31169-0211(LT)
Wawa Gold JV	LEA-108912	Lease	MR	Active	31169-0197(LT)
Wawa Gold JV	LEA-108913	Lease	MR	Active	31169-0196(LT)
Wawa Gold JV	LEA-108914	Lease	MR	Active	31169-0195(LT)
Wawa Gold JV	LEA-108915	Lease	MR	Active	31169-0193(LT)

Project	Tenure Number	Mining Right Type	Rights	Account Status	PIN
Wawa Gold JV	LEA-108916	Lease	MR	Active	31169-0194(LT)
Wawa Gold JV	LEA-108943	Lease	MR	Active	31169-0198(LT)
Wawa Gold JV	LEA-109445	Lease	MSR	Active	31169-0216(LT)31169-0215(LT)
Wawa Gold JV	LEA-109446	Lease	MR	Active	31169-0217(LT)
Wawa Gold JV	PAT-28072	Patent	MSR	Active	31169-0272(LT)
Wawa Gold JV	PAT-28073	Patent	MSR	Active	31169-0286(LT)
Wawa Gold JV	PAT-28074	Patent	MSR	Active	31169-0284(LT)
Wawa Gold JV	PAT-28075	Patent	MSR	Active	31169-0284(LT)
Wawa Gold JV	PAT-28076	Patent	MSR	Active	31169-0295(LT)
Wawa Gold JV	PAT-28077	Patent	MR	Active	31169-0295(LT)
Wawa Gold JV	PAT-28078	Patent	MSR	Active	31169-0295(LT)
Wawa Gold JV	PAT-28079	Patent	MSR	Active	31169-0285(LT)
Wawa Gold JV	PAT-28080	Patent	MR	Active	31169-0338(LT)
Wawa Gold JV	PAT-28094	Patent	MR	Active	31169-0260(LT)
Wawa Gold JV	PAT-28095	Patent	MR	Active	31169-0260(LT)

Project	Tenure Number	Mining Right Type	Rights	Account Status	PIN
Wawa Gold JV	PAT-28096	Patent	MR	Active	31169-0260(LT)
Wawa Gold JV	PAT-28097	Patent	MSR	Active	31169-0280(LT)
Wawa Gold JV	PAT-28098	Patent	MSR	Active	31169-0280(LT)
Wawa Gold JV	PAT-28099	Patent	MSR	Active	31169-0280(LT)
Wawa Gold JV	PAT-28102	Patent	MSR	Active	31169-0318(LT)
Wawa Gold JV	PAT-431	Patent	MSR	Active	31169-0317(LT)
Wawa Gold JV	PAT-432	Patent	MSR	Active	31169-0317(LT)
Wawa Gold JV	PAT-433	Patent	MSR	Active	31169-0549(LT)
Wawa Gold JV	PAT-434	Patent	MSR	Active	31169-0304(LT)
Wawa Gold JV	PAT-435	Patent	MSR	Active	31169-0316(LT)
Wawa Gold JV	PAT-490	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-491	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-492	Patent	MR	Active	31169-0278(LT)
Wawa Gold JV	PAT-493	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-494	Patent	MR	Active	31169-0277(LT)

Project	Tenure Number	Mining Right Type	Rights	Account Status	PIN
Wawa Gold JV	PAT-495	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-496	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-497	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-498	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-499	Patent	MR	Active	31169-0279(LT)
Wawa Gold JV	PAT-500	Patent	MR	Active	31169-0278(LT)
Wawa Gold JV	PAT-501	Patent	MR	Active	31169-0278(LT)
Wawa Gold JV	PAT-502	Patent	MR	Active	31169-0278(LT)
Wawa Gold JV	PAT-503	Patent	MR	Active	31169-0278(LT)
Wawa Gold JV	PAT-504	Patent	MR	Active	31169-0278(LT)
Wawa Gold JV	PAT-505	Patent	MR	Active	31169-0278(LT)
Wawa Gold JV	PAT-506	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-507	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-508	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-509	Patent	MR	Active	31169-0277(LT)

Project	Tenure Number	Mining Right Type	Rights	Account Status	PIN
Wawa Gold JV	PAT-510	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-511	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-512	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-513	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-514	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-515	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-516	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-517	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-518	Patent	MSR	Active	31169-0255(LT)
Wawa Gold JV	PAT-519	Patent	MSR	Active	31169-0255(LT)
Wawa Gold JV	PAT-520	Patent	MR	Active	31169-0221(LT)
Wawa Gold JV	PAT-521	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-522	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-523	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-524	Patent	MR	Active	31169-0277(LT)

Project	Tenure Number	Mining Right Type	Rights	Account Status	PIN
Wawa Gold JV	PAT-525	Patent	MR	Active	31169-0278(LT)
Wawa Gold JV	PAT-526	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-527	Patent	MR	Active	31169-0277(LT)
Wawa Gold JV	PAT-528	Patent	MR	Active	31169-0279(LT)
Wawa Gold JV	PAT-529	Patent	MR	Active	31169-0279(LT)
Wawa Gold JV	PAT-546	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-547	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-548	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-549	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-550	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-551	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-552	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-553	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-554	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-555	Patent	MSR	Active	31169-0649(LT)

Project	Tenure Number	Mining Right Type	Rights	Account Status	PIN
Wawa Gold JV	PAT-556	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-557	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-558	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-559	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-560	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-561	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-562	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-563	Patent	MSR	Active	31169-0648(LT)
Wawa Gold JV	PAT-564	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-565	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-566	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-567	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-568	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-569	Patent	MSR	Active	31169-0649(LT)
Wawa Gold JV	PAT-570	Patent	MSR	Active	31169-0648(LT)

Project	Tenure Number	Mining Right Type	Rights	Account Status	PIN
Wawa Gold JV	PAT-571	Patent	MSR	Active	31169-1809(LT)
Wawa Gold JV	PAT-572	Patent	MSR	Active	31169-1824(LT)
Wawa Gold JV	PAT-653	Patent	MSR	Active	31169-0281(LT)
Wawa Gold JV	PAT-654	Patent	MSR	Active	31169-0283(LT)
Wawa Gold JV	PAT-676	Patent	MSR	Active	31169-0268(LT)
Wawa Gold JV	PAT-677	Patent	MSR	Active	31169-0309(LT)
Wawa Gold JV	PAT-678	Patent	MSR	Active	31169-0341(LT)
Wawa Gold JV	PAT-679	Patent	MSR	Active	31169-0274(LT)
Wawa Gold JV	PAT-680	Patent	MSR	Active	31169-0297(LT)
Wawa Gold JV	PAT-681	Patent	MSR	Active	31169-0306(LT)
Wawa Gold JV	PAT-682	Patent	MSR	Active	31169-0305(LT)
Wawa Gold JV	PAT-683	Patent	MSR	Active	31169-0297(LT)
Wawa Gold JV	PAT-684	Patent	MSR	Active	31169-0273(LT)
Wawa Gold JV	PAT-784	Patent	MSR	Active	31169-0270(LT)
Wawa Gold JV	PAT-785	Patent	MSR	Active	31169-0276(LT)

Project	Tenure Number	Mining Right Type	Rights	Account Status	PIN
Wawa Gold JV	PAT-817	Patent	MSR	Active	31169-0315(LT)

Surface Rights Only Patents

Project	Surface Rights	Rights	Account Status	PIN
Wawa Gold JV	Patent	SRO	Active	31169-0289(LT)
Wawa Gold JV	Patent	SRO	Active	31169-0307(LT)
Wawa Gold JV	Patent	SRO	Active	31169-0308(LT)
Wawa Gold JV	Patent	SRO	Active	31169-0642(LT)
Wawa Gold JV	Patent	SRO	Active	31169-0643(LT)
Wawa Gold JV	Patent	SRO	Active	31169-0695(LT)
Wawa Gold JV	Patent	SRO	Active	31169-0696(LT)
Wawa Gold JV	Patent	SRO	Active	31169-0872(LT)

SCHEDULE 1.1. D

WAWA LOTS

Property Address	Municipality
332 Hardy Ave	Wawa Municipality
330 Hardy Ave	Wawa Municipality
312 Blue Cres RR 1	Wawa Municipality
310 Blue Cres RR 1	Wawa Municipality
308 Blue Cres RR 1	Wawa Municipality
306 Blue Cres RR 1	Wawa Municipality
304 Blue Cres RR 1	Wawa Municipality
302 Blue Cres RR 1	Wawa Municipality

SCHEDULE 2.5(II)

NET SMELTER RETURNS ROYALTY AGREEMENT

See attached.

Form

NET SMELTER RETURNS ROYALTY AGREEMENT

THIS AGREEMENT made as of  , 2021

BETWEEN:

SIGNET DEVELOPMENT CORPORATION,

a corporation incorporated under the laws of the Province of Ontario,

(hereinafter referred to as the “ Royalty Holder ”),

and -

RED PINE EXPLORATION INC.,

a corporation incorporated under the laws of the Province of Ontario,

(hereinafter referred to as the “ Payor ”).

WHEREAS pursuant to a securities purchase agreement dated as of February 22, 2021 (the “ Purchase Agreement ”), on the date hereof 874253 Ontario Limited (“ 874253 ”) sold to the Payor, and the Payor purchased from 874253, the Purchased Share, and the Estate of Bernard C. Sherman (the “ Estate ”) sold to the Payor, and the Payor purchased from the Estate, the LP Interest (together with the Purchased Share, the “ Purchased Interest ”) on the terms and conditions set forth in the Purchase Agreement;

AND WHEREAS as partial consideration for the purchase and sale of the Purchased Interest, and in accordance with the terms and conditions of the Purchase Agreement, the Payor issued to the Estate a promissory note on the date hereof in the principal amount of $160,000 (the “ Note ”);

AND WHEREAS pursuant to and in accordance with the terms of the Purchase Agreement, on the date hereof the Estate transferred the Note to the Royalty Holder and the Royalty Holder has transferred the Note to the Payor in partial consideration for the issuance of the Royalty on the terms and conditions set forth herein;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), it is agreed between the Parties hereto as follows:

1. Interpretation.

(a) In this Agreement and in the schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following terms and expressions will have the following meanings, and grammatical variations of such terms will have corresponding meanings:

“ 874253 ” has the meaning given to that term in the recitals;

“ affiliate ” of any person means any person which, directly or indirectly, is controlled by, controls or is under direct or indirect common control with such person;

“ Allowable Deductions ” for a calendar quarter means, without duplication, the following costs, charges, expenses and deductions actually paid or incurred by Payor, or deemed incurred in accordance with the proviso in the last paragraph of this definition by Payor, during such calendar quarter in connection with the smelting, refining, treatment, beneficiation, transportation and/or sale of Product extracted or removed from the Property:

(i) smelting and refining charges, treatment charges and penalties, including all costs of assaying, analyzing, sampling or representation, umpire charges, metal deductions and losses, penalties for impurities and charges for treating, refining, beneficiating, storing and handling of any Product levied by any smelter, refinery or other place of treatment or beneficiation;
(ii) costs of transporting Product (including loading, freight, insurance, security, storage or stockpiling, transportation, shipping, taxes, handling, port, demurrage, delay and forwarding expenses incurred by reason of or in the course of transportation) from the Property to any smelter, refinery or other place of treatment or beneficiation and then to the place of sale, and costs of offsite freight and insurance, security, storage, loading and discharge and ocean freight and port charges; and
(iii) sales, use, severance, excise, net proceeds of mine, ad valorem or any other taxes, customs duties or other charges of any Governmental Authority, including royalties, payable in respect of the existence, production, removal, sale, processing, import, export, transportation or disposition, value or quantity of Product, but excluding income taxes of the Payor or its affiliates;

provided that if smelting, refining or other treatment or beneficiation is carried out in facilities owned or controlled, in whole or in part, by the Payor or its affiliates, then the Allowable Deductions shall include the lesser of: (A) the amount that the Payor would have incurred if such smelting, refining or other treatment or beneficiation were carried out at facilities not owned or controlled by the Payor or its affiliates then offering comparable services for comparable products on prevailing terms, and (B) the actual charges and costs incurred by the Payor with respect to such smelting, refining, or other treatment or beneficiation;

“ Applicable Spot Price ” at any date means:

(i) in the case of Product that is gold, the price of gold on such date, in U.S. dollars, as established pursuant to the London Bullion Market Association P.M. Gold Fix, as quoted in the Wall Street Journal, Reuters or another reliable source selected by the Royalty Holder;
(ii) in the case of Product that is silver, the price of silver on such date, in U.S. dollars, quoted by the London Bullion Market Association as the Fixing Price; and
3 -
(iii) in the case of Product that is a metal other than gold or silver, the average LME final daily spot price on such date, in U.S. dollars, in respect of the particular metal for which the price is being determined;

provided that, if for any reason (x) the London Bullion Market Association does not report spot pricing for gold or silver, then the Parties shall mutually agree, acting reasonably, upon an appropriate pricing mechanism that accurately reflects the market value of gold or silver, as applicable, or (y) the LME does not report the daily spot price for a particular metal (other than gold or silver), then the Parties shall mutually agree, acting reasonably, upon an appropriate pricing entity or mechanism that accurately reflects the market value of such metal;

“ Auditor ” has the meaning given to that term in Section 4(d);

“ Business Day ” means any day, other than a Saturday, Sunday or statutory holiday in the Province of Ontario, on which commercial banks in Toronto, Ontario are open for business;

“ Closing Date ” has the meaning given to that term in Section 8(d);

“ Confidential Information ” means the terms of this Agreement, all Technical Data and any other information, data, know-how, trade secrets and intellectual property of a nonpublic, proprietary or confidential nature (whether written, oral or in electronic format) concerning any matters affecting or relating to the business, operations, assets, results or prospects of the Payor or the Property, including information regarding plans, programs and budgets, costs, processes, results of exploration, development and mining and other data, except to the extent that such information has already been publicly released by a Party without violating this Agreement or that the Party providing such information can demonstrate was previously publicly released by a person who did not do so in violation or contravention of any duty or agreement;

“ control ” means, in respect of any person, the following:

(i) in the case of a corporation,
(A) holding voting securities or having the power to vote voting securities carrying more than 50% of the votes for the election of directors; and
(B) the votes carried by such securities are entitled, if exercised, to elect a majority of the directors of the person;
(ii) in the case of a limited liability company or partnership, other than a limited partnership, holding more than 50% of the equity interests in the limited liability company or partnership; or
(iii) in the case of a limited partnership, being the general partner;

provided that “control” includes the possession, directly or indirectly, of the power to control and direct the management and policies of such person, whether through ownership of voting securities, by contract or otherwise;

“ Dispute ” has the meaning given to that term in Section 4(d);

“ Election Notice ” has the meaning given to that term in Section 8(d);

“ Environmental Indemnity and Release Agreement ” means the environmental indemnity and release agreement dated the date hereof between the Payor, Augustine Ventures Inc., the Estate and 874253;

“ Estate ” has the meaning given to that term in the recitals;

“ First Purchase Option ” has the meaning given to that term in Section 8(a)(i);

“ First Purchase Option Purchase Price ” has the meaning given to that term in Section 8(b);

“ Governmental Authority ” means any: (i) multinational, federal, provincial, state, regional, municipal, local, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, agency board or bureau, domestic or foreign, including the Ministry of the Environment, Conservation and Parks (Ontario) and the Ministry of Energy, Northern Development and Mines (Ontario); (ii) any subdivision, agent, commission, board or authority of any of the foregoing; (iii) any quasigovernmental or private body exercising any regulatory, administrative or expropriation powers or tax authority under or for the account of any of the foregoing, including any private body having received a mandate to perform public services; (iv) any judiciary or quasi-judiciary tribunal, court or body; (v) any self-regulatory authority; (vi) any securities regulatory authority; and (vii) any stock exchange having applicable jurisdiction;

“ Gross Revenues ” for a calendar quarter means, subject to Sections 5(b) and 6(e), the amount of revenues actually received by the Payor during such calendar quarter from the Sale of Product, provided that if there is a Loss of Product, any insurance proceeds actually received by the Payor in respect of such Product, net of deductions and costs of claims recovery, shall be included in the calculation of Gross Revenue in respect of the calendar quarter during which such proceeds are received;

“ IFRS ” means International Financial Reporting Standards as prescribed, recommended or promulgated from time to time by the International Accounting Standards Board, which are applicable as at the date on which any applicable calculation made hereunder is to be effective or as at the date of any financial statements referred to herein, as the case may be;

“ Legal Requirement ” means any applicable law, statute, ordinance, decree, requirement, order, treaty, proclamation, convention, rule or regulation (or interpretation of any of the foregoing) of any Governmental Authority, and the terms of any Permit;

“ LME ” means London Metal Exchange;

“ Loss ” means an insurable loss of or damage to Product, whether or not occurring on or off the Property and whether the Product is in the possession of the Payor or otherwise;

“ LP Interest ” means the Estate’s interest as the limited partner of Citabar Limited Partnership, as more particularly described in the Purchase Agreement;

“ Materials ” has the meaning given to that term in Section 3(g);

“ Mining Rights ” means all mining and mineral rights with respect to the Property in effect from time to time under any Permit or otherwise held in fee simple or by way of patent, including any tenement, mining licence, mining claim, mining concession, prospecting licence, prospecting permit or mining lease or other form of tenure comprising any of the Property, and includes those mining and mineral rights listed in Schedule B[1] ;

“ Net Smelter Returns ” means, for a calendar quarter, the amount determined by subtracting the Allowable Deductions for such calendar quarter from the Gross Revenues for such calendar quarter;

“ Note ” has the meaning given to that term in the recitals;

“ NSR Percentage ” has the meaning given to that term in Section 3(a);

“ Party ” means the Payor or the Royalty Holder and “ Parties ” means the Payor and the Royalty Holder, collectively;

“ Payment Date ” for the Royalty in respect of a calendar quarter means the 30[th] day after the end of that calendar quarter or, if such day is not a Business Day, the Business Day that next follows;

“ Payor ” has the meaning given to that term in the recitals;

“ Permit ” means any license, lease, grant, concession, permit, patent, franchise, approval, certificate, consent, ratification, permission, confirmation, endorsement, waiver, certification, registration, transfer, qualification or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement to which the Payor or the Property is subject or which is required by the Payor or the Property;

“ person ” means and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, Governmental Authority and any other form of entity or organization;

“ Prime ” means, at any particular time, the reference rate of interest, expressed as a rate per annum, that Royal Bank of Canada establishes as its prime rate of interest in order to determine interest rates that it will charge for demand loans in Canadian dollars to its most creditworthy customers;

“ Product ” means any ores, concentrates, precipitates, doré, cathodes, leach solutions, metals, minerals and mineral by-products that are produced or extracted by or on behalf of the Payor from the Property, for which there has been a Sale;

1 Note: To be scheduled on signing of this Agreement.

“ Property ” means the property that is described in Schedule A, which is the subject of the Mining Rights or to which the Mining Rights relate;[2]

“ Purchase Agreement ” has the meaning given to that term in the recitals;

“ Purchased Interest ” has the meaning given to that term in the recitals;

“ Purchased Share ” means the issued and outstanding common share in the capital of Wawa GP;

“ Records ” has the meaning given to that term in Section 4(b);

“ Red Pine/Wawa GP First Purchase Option ” has the meaning given to the term “First Purchase Option” in the Red Pine/Wawa GP NSR Agreement;

“ Red Pine/Wawa GP NSR Agreement ” means the net smelter returns royalty agreement made as of , 2021 between the Royalty Holder, the Payor and Wawa GP;

“ Red Pine/Wawa GP Second Purchase Option ” has the meaning given to the term “Second Purchase Option” in the Red Pine/Wawa GP NSR Agreement;

“ Royalty ” means the percentage of Net Smelter Returns to which the Royalty Holder is entitled under Section 3;

“ Royalty Holder ” has the meaning given to that term in the recitals;

“ Sale ” means the transfer of title to Products by or on behalf of the Payor or any affiliate of the Payor to a person other than an affiliate of the Payor, and is deemed to include a Loss prior to any such transfer, and “ Sold ” shall have a corresponding meaning;

“ Second Purchase Option ” has the meaning given to that term in Section 8(a)(i);

“ Second Purchase Option Purchase Price ” has the meaning given to that term in Section 8(b);

“ Technical Data ” means engineering studies and working papers, consultants reports and working papers, pre-feasibility reports, feasibility reports, mine plans (including life of mine plans), surface and underground maps, assays, samples, cores, analyses, geologic and geophysical maps, engineering maps, photographs, drill logs, exploration reports, environmental studies, correspondence with any Governmental Authority, reserve studies and reports, metallurgical studies and reports and all other information and data in printed or electronic form concerning the condition, geology, mineral potential, physical characteristics, mineability or other technical matters related to the Property or any facilities constructed by or for the Payor or the conduct of operations in connection with the Property;

“ Trading Activities ” means any and all price hedging and price protection activities undertaken by the Payor or its affiliates with respect to any Products and any streaming contracts that may result in the Payor receiving less than market value for Products,

2 Note: To be scheduled on signing of this Agreement.

including any forward sale and/or purchase contracts, spot-deferred contracts, option contracts, speculative purchases and sales of forward, futures and option contracts, both on and off commodity exchanges but excluding refining and smelting contracts;

“ Trading Contracts ” means the agreements, contracts, instruments, confirmations and other arrangements relating to the Trading Activities but excluding refining and smelting contracts; and

“ Wawa GP ” means Wawa GP Inc.

(b) In this Agreement, unless the context otherwise requires:
(i) the terms “ Agreement ”, “ this Agreement ”, “ the Agreement ”, “ hereto ”, “ hereof ”, “ herein ”, “ hereby ”, “ hereunder ” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;
(ii) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;
(iii) references to a “ Section ” or “ Schedule ” followed by a number or letter refer to the specified Section of or Schedule to this Agreement;
(iv) the division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;
(v) words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa;
(vi) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, reenacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;
(vii) the words “ include ”, “ includes ” and “ including ” mean “include”, “includes” or “including”, in each case, “without limitation”;
(viii) reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;
(ix) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and
(x) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day.
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(c) Time shall be of the essence of this Agreement.

(d) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. None of the parties hereto shall be bound or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings not specifically set forth in this Agreement. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

(e) The failure of any Party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to such provision or any other provision of this Agreement. No purported waiver shall be effective as against any Party unless consented to in writing by such Party. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.

(f) If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner materially adverse to a Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(g) Unless otherwise indicated, all dollar amounts in this Agreement are expressed in United States dollars.

(h) The schedules that are attached to this Agreement are incorporated into this Agreement by reference and are deemed to be part hereof.

(i) Insofar as is permissible under applicable Legal Requirements, the Parties hereby waive the application of any rule of law that any ambiguity or conflicting terms should be resolved against the Party who (or whose attorney) prepared the executed agreement or any earlier draft of same.

2. Grant of Royalty.

The Payor hereby grants the Royalty in favour of the Royalty Holder on the terms and conditions set out in this Agreement.

3. Calculation and Payment of Royalty.

(a) The amount of the Royalty payable to the Royalty Holder in respect of any applicable calendar quarter shall be the result obtained by multiplying the Net Smelter Returns for such calendar quarter by 2% (the “ NSR Percentage ”), subject to any adjustment to the NSR

Percentage made in connection with the exercise of the First Purchase Option or Second Purchase Option or both in accordance with Section 8.

(b) No Royalty shall be payable hereunder for or with respect to such reasonable quantities of Product which are used by the Payor exclusively for assaying, non-bulk sampling, bulk sampling, treatment, amenability, metallurgical, test work, piloting or other analytical processes or procedures in respect of the Property. For greater certainty, the Royalty shall be payable on all bulk samples and production where the Payor receives any proceeds from any smelter, mill, mint or other purchaser.

(c) The obligation to pay the Royalty in respect of any Product will accrue upon the Sale of such Product. Where the Sale of Products or the deposit of refined metals is made on a provisional basis, the amount of Royalty shall be based upon the provisional payment received or the amount of refined metal (or other Products) credited by such provisional settlement, but will be adjusted to account for the final payment received or the amount of refined metal (or other Products) established by final settlement by the refinery or by the purchaser of other Products, as the case may be. In the event that the Royalty Holder has been underpaid in any provisional payment or the Royalty Holder has been overpaid in any provisional payment, such underpayment or overpayment will be resolved by adjusting the next Royalty payment (or, if required, payments) due under this Agreement. If production has ceased, in the case of an underpayment, the Payor shall promptly pay the difference to the Royalty Holder in cash or other readily available funds and, in the case of an overpayment, the Royalty Holder will promptly pay to the Payor the difference in cash or other readily available funds.

(d) The amount of the Royalty payment due to the Royalty Holder in respect of any calendar quarter shall be paid to the Royalty Holder in cash on the applicable Payment Date by the delivery to the Royalty Holder of a wire transfer (as directed by the Royalty Holder in writing in its sole and absolute discretion, subject to applicable Legal Requirements) in the amount owed. Subject to applicable Legal Requirements, all Royalty payments hereunder shall be made in United States dollars and shall be made net of all amounts (if any) which the Payor is required to withhold and remit under Legal Requirements to any relevant Governmental Authority, provided that such withholding or deduction is actually thereafter remitted to the applicable Governmental Authority. The Payor shall set out in the statement referred to in Section 3(e) any amount so withheld or remitted.

(e) At the time each Royalty payment is made, the Payor shall deliver to the Royalty Holder a statement setting forth in reasonable detail:

(i) the quantity, type and grade of each Product extracted in the applicable calendar quarter;
(ii) the quantity, type and grade of Product that has been processed during the applicable quarter and the location of the relevant facilities;
(iii) the quantity, type and grade of all Product that has been Sold during the applicable calendar quarter;
(iv) the quantity, type and grade of all Product held or unsold during the applicable calendar quarter;
(v) details of the Sale of Product on a provisional basis;
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(vi) the prices determined as herein provided for refined metals on which the Royalty is due;
(vii) the Royalty for the quarter and details of the calculation of the Gross Revenue and Allowable Deductions underlying the calculation of the Royalty, including any amounts withheld or remitted in accordance with Section 3(d);
(viii) where commingling has occurred, details of how the allocation of metals was made between Product from the Property and materials from other properties during the applicable calendar quarter; and
(ix) other pertinent information in sufficient detail to explain the calculation of the Royalty payment.

(f) The Payor shall provide the Royalty Holder an annual report by not later than 90 days following the Payor’s fiscal year end setting out the (i) annual mineral resources and mineral reserves; and (ii) annual production forecast and life of mine plan, in each case, related to the Property.

(g) All tailings, residues, waste rock, spoiled leach materials, and other materials (collectively, “ Materials ”) resulting from the Payor’s operations and activities on the Property shall be the sole property of the Payor, but shall remain subject to the Royalty should the same be processed or reprocessed, as the case may be, in the future and result in the production of Products.

(h) If any Royalty payment required to be made to the Royalty Holder hereunder is not made when due, such payment will bear interest at a rate per annum equal to Prime plus 4%, calculated and compounded monthly in arrears from the date on which payment was first due, until such payment and accrued interest is paid in full (excluding the date of payment).

4. Accounting Matters.

(a) All calculations relating to the Royalty payments to be made to the Royalty Holder hereunder shall be carried out on a consistent basis in accordance with IFRS to the extent that such principles are not inconsistent with the provisions of this Agreement. In the event of any inconsistency between IFRS and the provisions of this Agreement, the provisions of this Agreement shall prevail.

(b) The Payor will cause to be kept proper books of account, records and supporting materials (the “ Records ”) covering all matters relevant to the calculation of the Royalty payments payable to the Royalty Holder hereunder, in accordance with IFRS as applicable. Upon not less than 10 Business Days’ prior written request from the Royalty Holder, the Royalty Holder and its Representatives (which may, for certainty, include representatives of the Royalty Holder’s auditors) shall be entitled, at the Royalty Holder’s cost and expense, not more frequently than quarterly, to inspect and audit the Records and to make and take away copies of such Records, and shall be granted the opportunity to discuss issues raised by such audit with the Payor’s accountants, for the purposes of confirming any information contained in a statement delivered to the Royalty Holder pursuant to Section 3(e) or otherwise confirming the rights and obligations of the Royalty Holder and the Payor hereunder.

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(c) Any payment made hereunder shall be considered final and in full satisfaction of all obligations of the Payor hereunder in respect of that payment unless the Royalty Holder provides written notice of its objection to the Payor within 270 days after the receipt by the Royalty Holder of a statement prepared in compliance with Section 3(e) that relates to that payment. In addition to the audit rights provided by Section 4(b), if the Royalty Holder objects to a particular Royalty statement delivered in accordance with Section 3(e), the Royalty Holder may, for a period of 60 days after the Payor’s receipt of notice of such objection, upon reasonable notice and at a reasonable time, have the Payor’s Records relating to the calculation of the Royalty payment in question reviewed by the Royalty Holder’s Representatives.

(d) If, following the receipt of a notice of objection contemplated in Section 4(c) and any review by the Royalty Holder’s Representatives, a dispute (a “ Dispute ”) arises with respect to the calculation of the Royalty, the Parties shall use commercially reasonable efforts to successfully settle the matter. To this effect, they shall consult and negotiate with each other to reach a resolution satisfactory to both Parties. If the Parties are unable to resolve the Dispute within 90 days of receipt of a notice of objection contemplated in Section 4(c), the Parties shall promptly retain a third party independent accounting firm mutually agreed between the Royalty Holder and the Payor and experienced in the calculation of royalties of the nature of the Royalty (an “ Auditor ”) to conduct an audit solely in respect of the payment(s) in dispute. The Auditor will reach a conclusion on the dispute within 90 days of its appointment and the decision of the Auditor will be binding on the Parties. If the Parties agree or the Auditor determines that there has been a deficiency or an excess in the payment made to the Royalty Holder, such deficiency or excess will be resolved by adjusting the next Royalty payment (or, if required, payments) due under this Agreement. If production has ceased, settlement will be made between the Parties by cash payment within 10 Business Days of the agreement of the Parties or the determination by the Auditor. For the avoidance of doubt, the provisions of Section 3(h) will apply to any deficiency payment made in connection with a settlement or audit under this Section 4(d).

(e) Any audit or other examination permitted under this Agreement shall be completed diligently. All expenses of any audit or other examination permitted hereunder shall be paid by the Royalty Holder, unless such audit or examination determines, or the Parties agree, that the discrepancies in the calculation of the Royalty payment that are challenged by the Royalty Holder resulted in an understatement by more than 3.5% of the correct value of the Royalty payment, as determined by the audit, in which case the Payor shall be responsible for the expenses of that particular audit or other review or examination.

5. Operations and Indemnity

(a) The Payor may, but is not obliged to, stockpile, store, treat, mill, sort, concentrate, refine or otherwise process, beneficiate or upgrade the ores, concentrates and other products at sites located on or off the Property, prior to sale, transfer or conveyance to a purchaser, user or consumer.

(b) Any sale by the Payor of Product in the form of raw ore, doré, precipitates or concentrate made to an affiliate shall not be treated as a Sale for purposes of calculating the Royalty, provided that such Product is subsequently sold to an arm’s length purchaser within six months after receipt by the affiliate. Upon the Sale of such Product to an arm’s length party, the Royalty shall be calculated and payable in respect of such Sale to the arm’s length party. If an affiliate of the Payor does not sell such Product within six months of the initial sale of the Product by the Payor, the Royalty shall be immediately payable by the Payor in connection with the initial sale by the Payor to the affiliate and the Royalty shall be calculated based on the

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Applicable Spot Price on the date of the initial sale of the Product by the Payor to the affiliate. The Payor will be permitted to contract with an affiliate of the Payor or an unaffiliated third party for the smelting, refining or other processing of Products.

(c) The Payor indemnifies and holds the Royalty Holder harmless from and against any losses or damages arising from ownership and operation of the Property, including (i) exploration or mining operations on the Property, (ii) disposal of waste from the Property, (iii) reclamation of the Property, (iv) environmental liabilities arising in relation to operations on the Property, and (v) the marketing and sale of Product from the Property, it being understood and agreed between the Royalty Holder and the Payor that the Royalty is a right to receive certain payments from the Payor based upon Products produced from the Property and sold, but is not a right that imposes upon the Royalty Holder any associated or other obligations to the Payor or to any other person or entity, including any Governmental Authorities, or any obligation on the Royalty Holder to contribute or otherwise pay any cost or expense associated with or arising from any of the activities of the Payor on the Property.

(d) The indemnity in Section 5(c) is limited to losses, damages, claims, demands, liabilities, actions and proceedings that may be suffered or incurred by, or made or taken against, the Royalty Holder as a holder of the Royalty and will not include any indemnity with respect to any losses, damages, claims, demands, liabilities, actions and proceedings against the Royalty Holder in any other capacity, including in respect of the ownership by the Royalty Holder of an interest in the Payor or the Property prior to the date hereof. Nothing in Section 5(c) limits, affects or otherwise amends or varies any express agreement between the Payor and the Royalty Holder or an affiliate of the Royalty Holder, including the Purchase Agreement and the Environmental Indemnity and Release Agreement, in respect of any losses or damages arising from (i) ownership or operation of the Property or (ii) ownership of an interest in the Payor prior to the date hereof. In particular, nothing in Section 5(c) limits, affects or otherwise amends or varies any representation, warranty or indemnity provided by any affiliate of the Royalty Holder in the Purchase Agreement.

6. General Royalty Matters.

(a) If Product is produced from the Property, such activities may occur as part of a single operation with other mining properties owned by the Payor or its affiliates or in which the Payor or its affiliates have a direct or indirect interest, in which event the Parties agree that (notwithstanding separate ownership thereof) ores, metals, minerals or mineral products mined therefrom may be mixed or commingled at the time of mining or at any time thereafter and the Royalty shall be paid hereunder only with respect to Products mined or derived from the Property; provided, however, that the Payor or its affiliates shall calculate from representative samples the average grade thereof and other measures as are appropriate, and shall determine the weight or volume of and sample and analyse/assay all such materials before the same are so mixed or commingled. Any such determination of grade, weight or volume, sampling and analysis shall be made in accordance with sound and generally accepted sampling and analytic procedures and practices consistently applied. The weight or volume and the analysis so derived shall be used as the basis of proportionate allocation of payments in the event of a sale of materials so mixed or commingled. In addition, comparable procedures may be used by the Payor to apportion among any commingled Product any penalties and other charges and deductions, if any, imposed by the smelter, refiner or purchaser of such Product.

(b) The Payor shall ensure that customary and usual practices and procedures are adopted and employed for weighing, determining moisture content, sampling and assaying and

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determining recovery factors for the Products and other materials not from the Property, and shall record such data in order to determine the amount of economically recoverable materials extracted or derived from such minerals, metals and concentrates and materials not from the Property. The Payor shall maintain accurate records of the results of such sampling, weighing and analysis for a period of 365 days from the date that the Royalty Holder receives a statement prepared in accordance with Section 3(e) that relates to a Royalty payment and the Royalty Holder shall be permitted the right to examine such records relating to any blending and commingling of minerals, metals and concentrates and the materials not from the Property in accordance with the inspection rights in favour of the Royalty Holder set forth in Section 4(b).

(c) For the purpose of determining the amount of the Royalty payments required to be made to the Royalty Holder pursuant to Section 3, where applicable, all receipts and disbursements by any person in a non-United States currency will be converted into United States dollars on the basis of the daily exchange rate published by the Bank of Canada on the Business Day immediately preceding the date of receipt or disbursement by such person, as the case may be.

(d) Neither the Payor nor any of its affiliates shall have any obligation of any nature whatsoever to conduct exploration, development, production or mining activities or operations on or in respect of the Property with a view to protecting, enhancing or maximizing the economic benefits available to the Royalty Holder as contemplated herein. For certainty the Royalty Holder acknowledges and agrees that all decisions regarding the Property, including all decisions concerning the methods, extent, times, procedures and techniques of any: (i) exploration, development and mining related to the Property, including spending on capital expenditures; (ii) leaching, milling, processing or extraction; (iii) materials to be introduced on or to the Property; and (iv) sales of Product and terms thereof, shall be made by the Payor, in its sole and absolute discretion.

(e) Nothing in this Agreement precludes the Payor from undertaking Trading Activities. Any Trading Activities engaged in by the Payor or its affiliates in respect of Product produced from the Property, and the profits and losses generated thereby, shall not, in any manner, be taken into account in the calculation of Gross Revenues or Royalty payments due to the Royalty Holder hereunder, whether in connection with the determination of price, the date of Sale, the date any Royalty payment is due or in any other respect. In the case of Sales of Product pursuant to the terms of any Trading Contract, Gross Revenues shall be calculated based on the Applicable Spot Price on the date of Sale of such Product and not the sale price under the Trading Contract. The Royalty Holder acknowledges that the Payor and its affiliates engaging in Trading Activities may result in the Payor and its affiliates realizing from time to time lesser or greater profit for Product than does the Royalty Holder, since the quantum of the Royalty payments to be made hereunder in respect of sales pursuant to Trading Contracts is to be established by the Applicable Spot Price of the Product on the date of Sale. The Royalty Holder shall not be obligated to share in any profits or losses generated by any such Trading Activities with respect to any Product.

7. Assignment of Interests.

(a) Subject to Section 7(b), the Royalty Holder may, at any time, without the consent of the Payor, assign, transfer or otherwise convey all or any of its rights or obligations under this Agreement to any person or persons; provided, however, that that no such assignment, transfer or conveyance shall be effective unless the transferee has first executed and delivered to the Payor an instrument pursuant to which the transferee agrees to be bound by the terms hereof

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and by all of the liabilities and obligations of the transferor hereunder in the same manner and to the same extent as though the transferee was an original party hereto.

(b) Despite any assignment by the Royalty Holder, the Payor and its affiliates will not be or become liable to make payments in respect of a Royalty to, or to otherwise deal in any manner in respect of this Agreement with, more than one person. If the interests of the Royalty Holder under this Agreement are at any time owned by more than one person, those owners must, as a condition of receiving payment under this Agreement, nominate in writing one person to act as agent and common trustee for receipt of monies payable under this Agreement and to otherwise deal with the Payor in respect of such interests and no royalty owner will be entitled to administer or enforce any provisions of this Agreement except through such agent and trustee. After receipt of notice in accordance with Section 12 nominating an agent and trustee, the Payor will thereafter make, and be entitled without further enquiry to make, payments due under this Agreement in respect of a Royalty to that agent and trustee and to otherwise deal with that agent and trustee as if it were the sole holder of a Royalty.

(c) The Payor shall not assign, transfer, sell or otherwise dispose of its right, interest and obligations to and under this Agreement, without the prior written consent of the Royalty Holder, which may be withheld or conditioned in the Royalty Holder’s sole and absolute discretion, provided that the Payor shall be entitled to assign, transfer, sell or otherwise dispose of all or a portion of its right, interest and obligations to and under this Agreement without such consent in connection with a valid sale, transfer or assignment of all or a portion of the Property or the Mining Rights. No such sale, assignment, transfer, conveyance or other disposition shall be effective unless the transferee has first executed and delivered to the Royalty Holder an instrument pursuant to which the transferee agrees to be bound by the terms hereof and by all of the liabilities and obligations of Payor hereunder in the same manner and to the same extent as though the transferee was an original party hereto. Nothing in this Section 7(c) will prevent a sale, assignment, transfer, conveyance or other disposition of all or a portion of the Property or Mining Rights to an affiliate of the Payor as long as, prior to such sale, assignment, transfer, conveyance or other disposition, the Payor causes any such affiliate to assume in writing the obligations to the Royalty Holder under this Agreement and to retransfer the Property and Mining Right to Payor before ceasing to be an affiliate of the Payor, and provided that the Payor provides to the Royalty Holder a guarantee in respect of the obligations of its affiliate hereunder on such terms that are acceptable to the Royalty Holder, in its sole discretion.

8. Royalty Purchase Option

(a) Notwithstanding anything else contained herein, but subject to Section 8(b), the Payor shall have the right to purchase from the Royalty Holder:

(i) at any time, but only once, 50% of the Royalty (the “ First Purchase Option ”) so that, after giving effect to the purchase pursuant to this Section 8(a)(i), the NSR Percentage will be 1%; and
(ii) concurrently with or any time after the exercise of the First Purchase Option, but only once, 50% of the Royalty (the “ Second Purchase Option ”) remaining after giving effect to the exercise of the First Purchase Option, so that, after giving effect to the purchase pursuant to this Section 8(a)(ii), the NSR Percentage will be 0.5%.
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(b) The Payor may not exercise the First Purchase Option unless the Red Pine/Wawa GP First Purchase Option is concurrently exercised under the Red Pine/Wawa GP NSR Agreement, and the Payor may not exercise the Second Purchase Option unless the Red Pine/Wawa GP Second Purchase Option is concurrently exercised under the Red Pine/Wawa GP NSR Agreement.

(c) The aggregate purchase price payable in connection with the exercise of the First Purchase Option and the Red Pine/Wawa GP First Purchase Option shall be Cdn.$750,000 (the “ First Purchase Option Purchase Price ”). The aggregate purchase price payable in connection with the exercise of the Second Purchase Option and the Red Pine/Wawa GP Second Purchase Option shall be Cdn.$1,000,000 (the “ Second Purchase Option Purchase Price ”). For certainty, the purchase price payable in connection with the concurrent exercise of (i) the First Purchase Option and the Red Pine/Wawa GP First Purchase Option and (ii) the Second Purchase Option and the Red Pine/Wawa GP Second Purchase Option shall be Cdn.$1,750,000.

(d) The Payor may exercise the First Purchase Option and the Second Purchase Option by providing an irrevocable written notice (in the case of any such exercise, an “ Election Notice ”) to the Royalty Holder setting out the option or options so exercised and a closing time for the applicable sale which shall be 10:00 a.m. (Toronto time) on a Business Day that is no less than 30 and no more than 60 days from the date of delivery of the Election Notice to the Royalty Holder (in the case of any such exercise, the “ Closing Date ”). The Closing Date shall be the same as the closing date in connection with the Red Pine/Wawa GP First Purchase Option and/or the Red Pine/Wawa GP Second Purchase Option, as applicable, under the Red Pine/Wawa GP NSR Agreement. On the Closing Date, the Payor shall pay to the Royalty Holder by wire transfer an amount in cash equal to the First Purchase Option Purchase Price, the Second Purchase Option Purchase Price and/or both, as applicable.

(e) For purposes of calculating the Royalty under this Agreement, the NSR Percentage following a Closing Date shall be the NSR Percentage after taking into account the exercise of the First Purchase Option and/or Second Purchase Option, as applicable. For certainty, the exercise of the First Purchase Option or the Second Purchase Option shall not relieve the Payor of the obligation to pay to the Royalty Holder any amounts owing under this Agreement up to, but excluding, the applicable Closing Date. Any such amounts shall be paid by the Payor to the Royalty Holder at the time of the next scheduled Payment Date.

9. Inspection of Facilities

The Royalty Holder and its Representatives shall have the right, upon reasonable notice, to inspect the facilities associated with the Property to the extent necessary to confirm the Payor’s proper performance of its obligations in this Agreement, provided that the Royalty Holder shall comply with all health, safety and operations protocols then in effect on the Property. Such inspection shall be at the sole risk of the Royalty Holder, and the Royalty Holder shall indemnify the Payor from any liability caused by the Royalty Holder’s exercise of inspection rights. Without limiting the generality of the foregoing, the Payor hereby grants to the Royalty Holder, at the Royalty Holder’s sole risk and expense and upon reasonable notice: (a) a right of access by the Royalty Holder (and its Representatives) to the Property and to any facilities used by the Payor or any of its affiliates to process Products (provided that in the event such facility is not owned or controlled by the Payor or its affiliates, such right of access shall only be the same as any such right of access of the Payor or its affiliates); and (b) the right to (i) monitor the Payor’s stockpiling and milling of Products and to take samples thereof while on

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the Property or from any facility used by the Payor or any of its affiliates to process Products for purposes of assay verification; and (ii) to weigh or cause the Payor to weigh all trucks transporting Products to any facility processing Products prior to dumping such Products immediately following such dumping.

10. Surrender and Reacquisition

The Payor shall be entitled to surrender, allow to lapse or otherwise relinquish or terminate its interest in all or any part of the Mining Rights relating to the Property, provided that it shall give 30 days’ prior written notice to the Royalty Holder of its intention to do so. If the Payor surrenders, allows to lapse or otherwise relinquishes or terminates its interest in any of the Mining Rights relating to the Property and the Payor or any of its affiliates reacquires a direct or indirect interest in the land or minerals covered by such former Mining Rights, then from and after the date of such reacquisition such reacquired interest shall be included in the Property and the Royalty shall apply to such interest so acquired. The Payor shall give the Royalty Holder written notice of such reacquisition within 30 days of the reacquisition.

11. Applicable Law; Disputes

(a) This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(b) Except as specified in Section 4(d), each of the Parties irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (ii) agrees to commence such an action or proceeding in Toronto, Ontario, and to cooperate and use its commercially reasonable efforts to bring the action or proceeding before the Ontario Superior Court of Justice (Commercial List), (iii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iv) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

(c) Pending settlement or determination of any dispute, the Parties shall abide by their obligations under this Agreement without prejudice to a final adjustment in accordance with an order of a court settling such dispute.

12. Notices.

(a) Any notice, designation, communication, request, demand or other document, required or permitted to be given or sent or delivered hereunder to any Party hereto shall be in writing and shall be sufficiently given or sent or delivered if it is:

(i) delivered personally to an officer or director of such Party;
(ii) sent to the Party entitled to receive it by registered mail, postage prepaid, mailed in Canada, or
(iii) sent by email or other electronic means.
(b) Notices shall be sent to the following mailing addresses or email addresses:
(i) in the case of the Royalty Holder,
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The Estate of Bernard C. Sherman c/o 150 Signet Drive Weston, Ontario M9L 1T9 Attention: [name redacted for confidentiality reasons] Email: [email address redacted for confidentiality reasons]

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

(ii) in the case of the Payor,

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

Wildeboer Dellelce LLP Suite 800, 365 Bay Street Toronto, ON M5H 2V1 Attention: [name redacted for confidentiality reasons] Email: [email address redacted for confidentiality reasons]

or to such other mailing address or email address as the Party entitled to or receiving such notice, designation, communication, request, demand or other document shall, by a notice given in accordance with this Section 12, have communicated to the Party giving or sending or delivering such notice, designation, communication, request, demand or other document.

(c) Any notice, designation, communication, request, demand or other document given or sent or delivered as aforesaid shall:

(i) if personally delivered as aforesaid, be deemed to have been given, sent, delivered and received on the date of delivery;
(ii) if sent by mail as aforesaid, be deemed to have been given, sent, delivered and received (but not actually received) on the fourth Business Day following the date of mailing, unless at any time between the date of mailing and the fourth Business Day thereafter there is a discontinuance or interruption of regular postal service, whether due to strike or lockout or work slowdown, affecting postal service at the point of dispatch or delivery or any intermediate point, in which case the same shall be
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deemed to have been given, sent, delivered and received in the ordinary course of the mails, allowing for such discontinuance or interruption of regular postal service, and

(iii) if sent by email, be deemed to have been given, sent, delivered and received on the date the email was sent if sent before 5:00 p.m. (Toronto time) on a Business Day, otherwise be deemed to have been given, sent, delivered and received on the next following Business Day.

13. Confidentiality.

All Confidential Information shall be treated as confidential by the Royalty Holder and shall not be disclosed to any other person other than in circumstances where the Royalty Holder has an obligation to disclose such information in accordance with applicable securities legislation, the rules or policies of any recognized stock exchange or any other applicable Legal Requirements or any Permit. The Payor acknowledges and agrees that the Royalty Holder may disclose Confidential Information to (a) its directors, officers and employees (and the directors, officers and employees of its affiliates), (b) its and its affiliates’ financial, accounting, legal and professional advisors, as well as its and its affiliates’ lenders, underwriters and investment bankers, and each of their respective directors, officers, partners or employees, and (c) any actual or prospective bona fide purchaser (whether direct or indirect) of the Royalty Holder’s rights, benefits or obligations under this Agreement (collectively, “ Representatives ”), in each such case provided that (x) each of such Representatives to whom Confidential Information is disclosed is advised of the confidentiality of such information and is directed to abide by the terms and conditions of this Section 13, and (y) the Royalty Holder shall be liable for any breach of this Section 13 by its Representatives.

14. Term and Real Property Interest

(a) The Payor and the Royalty Holder intend that the Royalty shall be perpetual and shall constitute a presently vested interest in and a covenant running with the Property which shall inure to the benefit of and be binding upon the Parties and their respective, successors and assigns so long as the Payor or any successor or assign of the Payor holds any rights or interests in the Property. Without limiting the foregoing, the Parties hereby confirm that, notwithstanding anything else contained herein, the Royalty is to be treated as interest in real property for all purposes and, therefore, constitutes an estate, right interest or equity in registered land within the meaning of Section 71 of the Land Titles Act (Ontario). The Parties intend that the Royalty shall attach to any amendments, relocations, conversions, renewals or extensions of any Mining Right in respect of the Property made from time to time and, for certainty, such mining and mineral rights resulting therefrom shall constitute Mining Rights for purposes of this Agreement. The Payor shall provide the Royalty Holder with written notice no less than 30 days before any such amendment, relocation, conversion, renewal or extension is effected, and the Payor shall cooperate with the Royalty Holder to effect such registrations and recordings of the Royalty Holder’s interest in the Royalty against title to the Property as may be required in connection with any such amendment, relocation, conversion, renewal or extension in accordance with Section 14(b).

(b) Without limiting the foregoing, to the extent it is able to do so under applicable Legal Requirements, the Royalty Holder shall be entitled from time to time and at its sole cost and expense to register or record notice of its interest in the Royalty against title to the Property, the Mining Rights or elsewhere, including in respect of or as required in connection with any

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amendments, relocations, conversions, renewals or extensions contemplated in Section 14(a), and the Payor shall cooperate with the Royalty Holder to effect such registrations and recordings and provide its written consent to any documents in connection therewith and do such other things, at the cost and expense of the Royalty Holder, as soon as reasonably practicable as are necessary to effect any such registrations or recordings.

(c) The Parties do not intend that there be any violation of the rule against perpetuities. Accordingly, any right that is subject to such rule shall be exercised within the maximum time periods permitted under applicable law.

15. Successors and Assigns.

This Agreement shall enure to the benefit of, and shall be binding upon, the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any person, other than the Parties hereto and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

16. General Contractual Provisions.

(a) Each of the Parties hereby covenants and agrees that at any time and from time to time after the date hereof it will, upon the request of the other, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances and assurances as may be required for the purpose of giving effect to the transactions contemplated by this Agreement.

(b) This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by each of the Parties.

(c) Nothing in this Agreement will be deemed to constitute any Party as the partner, agent or legal representative of the other Party or to create any fiduciary relationship between them. It is not the intention of the Parties to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership. Except as expressly provided in this Agreement or any subsequent agreement in writing executed by the Parties, each Party will have the right to independently engage in and receive full benefits from business activities, whether or not competitive with the other’s activities, without consulting the other Parties. Notwithstanding any other provision of this Agreement, each Party will be free to acquire for its own account, free of any liability, duty or obligation to the other Parties arising out of this Agreement, any mineral rights located anywhere within or outside the area of land comprising the Property, without regard to any doctrine of “corporate opportunity” or “business opportunity”, and regardless of whether any Confidential Information is used.

This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page or by electronic signature) and each such counterpart signature page will constitute an original for all purposes.

[The remainder of this page is intentionally left blank; signature page follows.]

IN WITNESS WHEREOF this Agreement has been executed by the Parties.

SIGNET DEVELOPMENT CORPORATION

by Name:  Title: Authorized Signatory

RED PINE EXPLORATION INC.

Name: Quentin Yarie Title: Chief Executive Officer Name: Greg Duras Title: Chief Financial Officer

Schedule A

Property Map



Schedule B Mining Rights



AI assistant

Red Pine Exploration Inc. — M&A Activity 2021

43359_rns_2021-03-02_c6e90388-647c-4736-8888-4643336549e2.pdf

SECURITIES PURCHASE AGREEMENT

RED PINE EXPLORATION INC.

874253 ONTARIO LIMITED

THE ESTATE OF BERNARD C. SHERMAN

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 7 CONDITIONS

- iv -

SECURITIES PURCHASE AGREEMENT

B E T W E E N :

RED PINE EXPLORATION INC.,

874253 ONTARIO LIMITED,

THE ESTATE OF BERNARD C. SHERMAN,

WHEREAS:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

1.2 Best of Knowledge

1.3 Schedules

1.5 Statute References

1.6 Choice of Law and Attornment

1.7 Interpretation Not Affected by Headings or Party Drafting

1.8 Contra Proferentum

1.9 Other Rules of Construction

1.10 Time of Essence

1.11 Estate Ownership Percentage

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale of LP Interest and Purchased Share

2.2 Purchase Price

2.3 Closing Date Payment

2.4 Increased Cash Consideration Election

2.5 Royalty Delivery Obligation

2.6 Section 85 Election

ARTICLE 3 FINANCING ARRANGEMENT

3.1 Financing Arrangement

3.2 Private Placement Covenants

3.3 Additional Financings

3.4 Share Consolidation

ARTICLE 4 REPRESENTATIONS AND WARRANTIES BY THE ESTATE AND 874253

4.1 Representations and Warranties in respect of Citabar

4.2 Representations and Warranties in respect of Wawa GP

4.3 Representations and Warranties of 874253

4.5 No Other Purchase Agreements

4.6

Title to Purchased Interest

4.7 Contractual and Regulatory Approvals

4.8 Compliance with Constating Documents, Agreements and Laws

4.9 Authorized and Issued Capital

4.10 Shareholders’ Agreements, etc.,

4.11 Liabilities of Citabar and Wawa GP

4.12 Indebtedness

4.13 Dividends and Distributions

4.14 Tax Matters

4.15 Litigation

4.16 Environmental Matters

4.17 No Sale of Interests in the Properties

4.18 Real Property

4.19 Work Orders and Deficiencies

4.20 Leases of Personal Property

4.21 Subsidiaries and Other Interests

4.22 Partnerships or Joint Ventures

4.23 Restrictions on Doing Business

4.24 Guarantees, Warranties

4.25 Outstanding Agreements

4.26 Employment Agreements

4.27 Insurance

4.28 Accounts Receivable

4.29 Non Arm’s Length Matters

4.30 Compliance with Laws

4.31 Vendors’ Residency

4.32 Partnership Agreement

ARTICLE 5 REPRESENTATIONS & WARRANTIES OF THE PURCHASER

5.1 Corporate Authority and Binding Obligation

5.2 Contractual and Regulatory Approvals

5.3 Compliance with Constating Documents, Agreements and Laws

5.4 Dissolution Proceedings

5.5 Corporate Action

5.6 Validly Issued and Fully Paid

Red Pine Exploration Inc. M&A Activity 2021