INVESTMENT AGREEMENT

November 20, 2025

Republic Technologies Inc.

1111 West Hastings Street, 15th Floor

Vancouver, British Columbia

Canada V6E 2J3

Attention: Daniel Liu, Chief Executive Officer

Re: Secured Convertible Note Facility

The undersigned, [redacted], (the “Investor”) understands that Republic Technologies Inc. (the “Company”) or the “Issuer”) proposes to sell, and the Investor propose to purchase, over a twenty-four (24) month period commencing on the date hereof (the “Term”), up to 100,000 secured convertible notes (the “Convertible Notes”) in the principal amount of $1,000 per Convertible Note, completed in Tranches (as defined below). The Convertible Notes shall be issued at an original issue discount equal to 10% of the aggregate principal amount of the Notes (the “OID”). The principal amount of the Convertible Notes will be secured by an amount of ETH (or USDC to be used to acquire ETH) to be held by BitGo Trust Company, Inc. and controlled by the Investor until the conversion or repayment in full of all Convertible Notes (the “Collateral”). The amount of Collateral controlled by the Investor will not vary during the life of the facility after the ETH Target (as defined below) is deposited in custody.

The maximum principal amount of Convertible Notes to be subscribed for over the Term is one hundred million dollars ($100,000,000) (herein, the “Offering”) in lawful money of the United States. The Convertible Notes will be issuable in multiple tranches, including Top-Up Tranches (as defined below) (each a “Tranche”). The first Tranche shall consist of 10,000 Convertible Notes issuable no earlier than five (5) days following the date of this Agreement or such earlier date as determined by the Investor, acting reasonably, subject to the satisfaction or waiver of the conditions of closing. Each subsequent Tranche, including Top-Up Tranches, shall consist of up to 5,000 Convertible Notes per Tranche upon prior notice by the Company or the Investor, as applicable. Notwithstanding the foregoing, the Company may at any time decide, in its discretion, not to issue any Convertible Notes pursuant to the Offering, except as required in connection with Top-Up Tranches.

If at any time after the Closing Date (as defined below) of the first Tranche, ETH (or USDC to be used to acquire ETH) deposited and held as Collateral is less than the ETH Target, the Investor may, by written notice (the “Top-Up Notice”) to the Company, require the Company to issue one or more additional Tranches of Convertible Notes (each, a “Top-Up Tranche”). The proceeds of each Top-Up Tranche shall be used to acquire and deposit additional ETH (or USDC to be used to acquire ETH) as Collateral, until the aggregate quantity of ETH held as Collateral equals the ETH Target.

[Redacted: Name of the Investor]

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The Company shall issue to the Investor in the first Tranche common share purchase warrants (each, a “Warrant”) to purchase that number of common shares (each, a “Warrant Share”) in the capital of the Company determined in accordance with the following: (i) 100% of the aggregate principal amount of the Convertible Notes issued in the first Tranche, divided by (ii) the First Tranche Warrant Exercise Price (as defined herein) converted into the United States dollars using the Bank of Canada daily US/Canadian dollar exchange rate on the last Business Day (as defined herein) immediately preceding the Press Release (as defined herein) announcing the closing of the first Tranche.

The Company shall issue to the Investor in the each additional Tranche Warrants to purchase that number of Warrant Shares determined in accordance with the following: (i) 20% of the aggregate principal amount of the Convertible Notes issued in the applicable Tranche, divided by (ii) the applicable Warrant Exercise Price (as defined herein) converted into the United States dollars using the Bank of Canada daily US/Canadian dollar exchange rate on the last Business Day immediately preceding the Press Release announcing the applicable Tranche and fixing the applicable Warrant Exercise Price.

The Convertible Notes will not bear interest.

The maturity date for the Convertible Notes issued in connection with each Tranche will be twenty-four (24) months from the Closing Date of the first Tranche (the “Maturity Date”).

The Convertible Notes will be convertible at the option of the holder at any time prior to the close of business on the third Business Day immediately preceding the Maturity Date into Common Shares.

The principal amount of the Convertible Notes shall be convertible at a conversion price per Common Share (as defined below) equal to the closing price of the Common Shares on the Exchange on the last trading day immediately preceding the date of conversion (the “Conversion Price”), converted based on the Bank of Canada daily US/Canadian dollar exchange rate on such day, subject to adjustment in certain events, provided the Conversion Price shall not be less than CDN$0.05 per Common Share.

The Company shall not be permitted to redeem or repay any outstanding Convertible Notes, in whole or in part, prior to August 3, 2026. On or after August 3, 2026, the Company may, at its sole option, redeem the outstanding Convertible Notes upon prior notice of such early redemption, during which time the Investor shall be entitled to convert the Convertible Notes: (i) upon five (5) Business Days’ notice prior to such redemption, a portion of the principal amount outstanding under the Convertible Notes, at 105% of the principal amount outstanding, provided that the Collateral shall have a value of not less $12,000,000; or (ii) upon twenty (20) Business Days’ notice prior to such redemption, all but not less than all of the principal amount outstanding under the Convertible Notes, at 105% of the principal amount outstanding, provided that upon such early redemption of all of the principal amount outstanding under the Convertible Notes this Agreement shall terminate and no further Convertible Notes will be issued pursuant to the Offering.

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[Redacted: Commercially Sensitive Information - Pricing Reference]

Each Warrant issued in the first Tranche will entitle the holder thereof to acquire one Warrant Share at an exercise price equal to CDN$0.50 (the “First Tranche Warrant Exercise Price”), exercisable for a period of five (5) years following the Closing Date of the first Tranche, subject to adjustment in certain circumstances.

Each Warrant issued in each subsequent Tranche will entitle the holder thereof to acquire one Warrant Share, subject to the policies of the Exchange, at an exercise price equal to the greater of (A) the volume weighted average trading price of the Common Shares on the Exchange during the twenty (20) trading days immediately preceding the earlier of the dissemination of a news release disclosing the proposed issuance of the Warrants in such Tranche or the posting of a notice of the proposed issuance of such Warrants on the Exchange in respect of the applicable Tranche, and (B) the closing trading price of the Common Shares on the Exchange on the last trading day preceding to the earlier of the dissemination of a news release disclosing the proposed issuance of the Warrants in such Tranche or the posting of a notice of the proposed issuance of such Warrants on the Exchange in respect of the applicable Tranche (the “Warrant Exercise Price”), provided the Warrant Exercise Price shall not be less than CDN$0.05 per Warrant Share, exercisable for a period of five (5) years following the Closing Date of the applicable Tranche, subject to adjustment in certain circumstances.

The Convertible Notes shall be duly and validly created and issued pursuant to, and governed by, the certificates representing the Convertible Notes (the “Note Certificates”), in substantially the form of the certificate attached as Schedule B hereto with such changes as required for the particular terms of a Tranche. The Warrants shall be duly and validly created and issued pursuant to, and governed by, the certificates representing the Warrants (the “Warrant Certificates”), in substantially the form of the certificate attached as Schedule C hereto with such changes as required for the particular terms of a Tranche. To the extent there is any inconsistency between the description of the terms of the Convertible Notes and Warrants, as applicable, contained in this Agreement and the Note Certificates and Warrant Certificates, as applicable, the terms set forth in the Note Certificates and Warrant Certificates shall govern.

The Convertible Notes and the Warrants issued pursuant to this Agreement shall not be convertible or exercisable by the Investor, and the Company shall not effect any such conversion or exercise or otherwise issue any Common Shares of the Company, to the extent (but only to the extent) that, after giving effect to such conversion or exercise, the Investor or any of its affiliates would beneficially own in excess of 9.99% (the “Beneficial Ownership Limit”) of the issued and outstanding Common Shares of the Company after such conversion or exercise; provided, however, that if the Company’s equity securities are registered pursuant to Section 12 of the United States Securities Exchange Act of 1934, the Beneficial Ownership Limit shall instead be 4.99%.

All references to “dollars” or “$” in this Agreement refer to United States dollars, unless the context otherwise requires.

Collateral

The Convertible Notes issued pursuant to the Offering will be secured by the Collateral to be held by [redacted] and controlled by the Investor until the conversion or repayment in full of all Convertible Notes. The required Collateral (the “ETH Target”) shall be an amount of

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[Redacted: Name of the Custodian]

ETH equal to $12,000,000

, or, if unavailable, as mutually agreed in writing by the Investor and the Company. The ETH Target will not be subject to mark-to-market or valuation-based top-up adjustment.

At the Closing Time of the first Tranche, the Company shall deliver or cause to be delivered ETH (or USDC to be used to acquire ETH), or use the subscription proceeds from the issuance and sale of the Convertible Notes to acquire or cause to be acquired ETH (or USDC to be used to acquire ETH) and deposit or cause to be deposited such ETH (or USDC to be used to acquire ETH) having an aggregate value of not less than $7,200,000

Until the ETH Target has been met, the Company shall use the subscription proceeds from the issuance and sale of the Convertible Notes from each subsequent Tranche to acquire ETH (or USDC to be used to acquire ETH) and deposit or cause such proceeds to be deposited, less an amount to cover transaction fees and working capital expenses as agreed to in writing by the Investor, acting reasonably, into the digital asset custodial account subject to the Account Control Agreement immediately upon the closing of each subsequent Tranche.

The Collateral deposited in the digital asset custodial account subject to the Account Control Agreement controlled by the Investor may not be withdrawn during the life of the facility, provided that, subject to the prior written approval of the Investor, the Company may withdraw up to a maximum amount of USDC equal to $500,000 at a time to acquire ETH, which is required to be deposited back into the digital asset custodial account within three (3) Business Days of such withdrawal. For greater certainty, subject to the prior written approval of the Investor, the Company may complete such successive withdrawals of USDC and deposits of ETH in any given day, provided that at no time more than a maximum of $500,000 of USDC is withdrawn from the digital asset custodial account.

Tranches

All subsequent Tranches shall be initiated upon the receipt and acceptance by the Investor of a written irrevocable notice (the "Draw-Down Notice") in the form attached hereto as Schedule D no sooner than five (5) calendar days following the closing ("Closing") of the previous Tranche.

Subject to the terms and conditions set forth in this Agreement, the Investor agrees to subscribe for Convertible Notes in the aggregate principal amount of $5,000,000 upon acceptance by the Investor of a "Draw-Down Notice", provided that: (i) the Company delivers an irrevocable Draw-Down Notice to the Investor in respect of the applicable Tranche; (ii) if applicable, a period of not less than five (5) Business Days' (as defined below) has passed commencing on the Business Day after the issuance of the Press Release (as defined below) and ending on the Business Day preceding the Closing Date of the applicable Tranche; and (iii) the terms of any drawdown in the Subscription Agreement are satisfied or waived. Notwithstanding the foregoing, the Company shall not be permitted to initiate a drawdown hereunder during any period when the Investor is subject to restrictions on trading in securities of the Company under applicable securities laws.

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[Redacted: Commercially Sensitive Information - Pricing Reference]

Upon receipt of an irrevocable Draw-Down Notice, but subject to the conditions of each Tranche being met in favour of the Investor, the Investor will, within two (2) Business Days, counter-sign the Draw-Down Notice and send it back to the Company: (i) confirming that they accept such notice, or (ii) notifying the Company that the Investor does not accept the Draw-Down Notice and providing reasons for such non-acceptance. Provided that the conditions to initiate a Tranche set out in this Section 2 are satisfied and the conditions prohibiting delivery of a Draw-Down Notice set out in Section 15 have not occurred, or if occurred are not continuing, the Investor shall be required to accept the Draw Down Notice.

Subject to the terms and conditions set forth in this Agreement, the Company agrees to issue and sell Convertible Notes to the Investor in the aggregate principal amount of $5,000,000 upon the issuance by the Investor of a “Top-Up Notice”, provided that: (i) the Investor delivers an irrevocable Top-Up Notice to the Investor in respect of the applicable Tranche; (ii) if applicable, a period of not less than five (5) Business Days’ has passed commencing on the Business Day after the issuance of the Press Release (as defined below) and ending on the Business Day preceding the Closing Date of the applicable Tranche; and (iii) the terms of any drawdown in the Subscription Agreement are satisfied or waived.

If the Investor signs back the Draw-Down Notice (accepting its terms) or delivers a Top-Up Notice to the Company, the Company shall promptly, and in any event no later than two (2) Business Days file, if necessary, an amended Form 9 (or such other form or procedure prescribed by the Exchange).

Promptly, and in any event no later than two (2) Business Days, following the acceptance of a Draw-Down Notice by the Investor or the delivery of a Top-Up Notice to the Company, the Company shall issue a press release (“Press Release”) announcing the terms of the offering of Convertible Notes and Warrants to be purchased in the applicable Tranche and establishing the Conversion Price and Warrant Exercise Price for the Convertible Notes and Warrants to be purchased in the applicable Tranche.

The Company shall provide the Investor with a copy of the Press Release, the amended Form 9 (or such other form or procedure prescribed by the Exchange), if any, filed with the Exchange and the conditional approval request made by the Company, if any, to the Exchange for each such Tranche.

In order for a Tranche to be initiated, the following conditions must be met, which conditions may be waived by the Investor in its sole and absolute discretion:

(a) the aggregate outstanding principal amount of all Convertible Notes issued under this Agreement shall be below $3,000,000;

(b) the Company shall not be subject to any cease trade orders in the Reporting Provinces;

(d) the issuance of the Convertible Notes and Warrants shall be in compliance with the policies of the Exchange;

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(e) the market capitalization of the Company shall exceed $5,000,000, based on volume weighted average trading price of the Common Shares on the Exchange during the five (5) trading days immediately preceding the date of the Drawdown Notice;

(f) the volume weighted average trading price of the Common Shares on the Exchange during the five (5) trading days immediately preceding the date of the Drawdown Notice shall be equal to or greater than CDN$0.15 (adjusted for any consolidation or subdivision in the capital of the Company after the date of this Agreement);

(g) the Company shall be in a position to deliver on closing of the applicable Tranche, a certificate confirming the accuracy of all representations and warranties in all material respects contained in this Agreement and the Subscription Agreement, as if such representations and warranties were provided as of the Closing Date of such Tranche;

(h) the Company shall not be in breach of any covenant owing to the Investor under this Agreement;

(i) the Common Shares issuable to any Investor pursuant to a Tranche (which for greater certainty excludes Common Shares not issuable due to the Beneficial Ownership Limit), when aggregated with the Common Shares and securities exercisable or convertible into Common Shares held by such Investor on the date of the closing of the particular Tranche, would not result in such Investor becoming a “control person” of the Company (as such term is defined in the Securities Act (Ontario);

(j) no proceedings shall have been commenced for the liquidation, dissolution, bankruptcy, insolvency or winding-up of the Company or any substantial part of its business; and

(k) in respect of the second and each subsequent Tranche, the Company (i) shall be current in the filing of all materials required to be filed under Securities Laws (as hereinafter defined), (ii) shall have filed the Base Shelf Prospectus (as hereinafter defined) in each of the Qualifying Jurisdictions and the British Columbia Securities Commission, as principal regulator, has issued a decision document in respect thereof under NP 11-202 (as hereinafter defined) on behalf of itself and the other Securities Commissions (as hereinafter defined), and (iii) shall be qualified to file the Prospectus Supplement (as hereinafter defined) in each of the Qualifying Jurisdictions as a supplement to the Base Shelf Prospectus in accordance with the requirements of NI 44-101 and NI 44-102 (each as hereinafter defined).

Documents Required for a Tranche

Assuming the conditions for the initiation of a Tranche have been met or waived and the conditions prohibiting delivery of a Draw-Down Notice set out in Section 15 have not occurred, or if occurred are not continuing, the parties shall enter into the following documents or make the following deliveries:

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(a) A duly executed irrevocable Draw-Down Notice (in the form of Schedule D attached) or Top-Up Notice (in the form of Schedule E attached), as applicable, in respect to the applicable Tranche;

(b) The Company shall have issued a Press Release announcing the proposed issuance of the particular Tranche of Convertible Notes immediately upon acceptance of the applicable Draw-Down Notice by the Investor or delivery of the Top-Up Notice by the Investor;

(c) If applicable, a duly executed Subscription Agreement in respect to the applicable Tranche (in the form of Schedule A attached) or a certificate confirming the accuracy of all representations and warranties in all material respects contained in the Subscription Agreement, as if such representations and warranties were provided as of the Closing Date of such Tranche;

(d) In respect of the first Tranche, a duly executed Security Agreement granted by the Company in favour of the Investor in respect to the Collateral in form and substance satisfactory to the Investor, acting reasonably;

(e) In respect of the first Tranche, a duly executed Custodial Services Agreement between the Company and [redacted] in form and substance satisfactory to the Investor, acting reasonably;

(f) In respect of the first Tranche, a duly executed Account Control Agreement, between the Company and [redacted] in form and substance satisfactory to each of the Company and the Investor, acting reasonably;

(g) In respect of the second and each subsequent Tranche, the Company shall have prepared and filed the Prospectus Supplement, including copies of any documents or information incorporated by reference therein, with the Securities Regulators and will have taken all other steps and proceedings that may be necessary in respect of the distribution of the Convertible Notes and Warrants under the applicable Tranche.

(h) The Company shall deliver to the Investor concurrently with the filing thereof, a copy of the Prospectus Supplement signed and certified by the Company as required by Securities Laws.

(i) Prior to the filing of the Prospectus Supplement with the Securities Commissions, the Company shall deliver to the Investor copies of correspondence indicating that the application for the listing and posting for trading on the Exchange of the Common Shares underlying the Convertible Notes and Warrants has been made, and as soon as practicable after filing of the Prospectus Supplement with the Securities Commissions, copies of correspondence indicating that the application for the listing and posting for trading on the Exchange of the Common Shares underlying the Convertible Notes and Warrants has been approved (or that the Exchange has no objection with respect to the same) subject only to the satisfaction

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[Redacted: Names of the Investor and Custodian]

by the Company of certain standard post-closing conditions imposed by the Exchange.

(j) A Note Certificate issued to the Investor (or a syndicate member, as applicable) representing the Convertible Notes convertible at the applicable Conversion Price (in the form of Schedule B attached) in respect to the applicable Tranche;

(k) In respect of each Tranche, a Warrant Certificate issued to the Investor (or a syndicate member, as applicable) representing the Warrants exercisable at the applicable Warrant Exercise Price (in the form of Schedule C attached) in respect to the applicable Tranche;

(l) The Investor shall have received a certificate, dated as of the Closing Date and addressed to the Investor, signed by the Chief Executive Officer of the Company and the Chief Operating Officer of the Company, or such other officers or directors of the Company as the Investor may agree, certifying for and on behalf of the Company, and without personal liability, to the best of the knowledge, information and belief of the persons so signing after due inquiry, that:

(i) the Company has complied with, in all material respects, all the covenants and satisfied all the terms and conditions of the Subscription Agreement on its part to be complied with and satisfied at or prior to the Closing Time;

(ii) no order, ruling or determination having the effect of ceasing or suspending the trading in the Common Shares and the Warrant Shares or prohibiting the sale of the Convertible Notes and the Warrants or any other securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officer signing the certificate, contemplated or threatened under any relevant Canadian securities laws or by any regulatory authority; and

(iii) no material change relating to the Company on a consolidated basis having occurred since the date hereof with respect to which the requisite material change report has not been filed and there is no such disclosure having been made on a confidential basis that remains confidential; and

(iv) the representations and warranties of the Company contained in the Subscription Agreement and in any certificates of the Company delivered pursuant to or in connection with the Subscription Agreement, being true and correct in all material respects as at the Closing Time, with the same force and effect as if made on and as at the Closing Time;

(m) The Investor shall have received at the Closing Time a certificate dated the Closing Date, signed by an officer of the Company addressed to the Investor, with respect to the constating documents of the Company, all resolutions of the Company's board of directors relating to the Tranche and otherwise pertaining to the issue and sale of the Convertible Notes and the Warrants and the transactions contemplated

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by the Subscription Agreement and the incumbency and specimen signatures of signing officers;

(n) The Investor shall have received at the Closing Time legal opinions from Canadian counsel to the Company, in form and substance satisfactory to the Investor, acting reasonably, dated as of the Closing Date, with respect to such matters that are customary in transactions similar to the Tranche, subject to customary assumptions, qualifications and limitations;

(o) In respect of the first Tranche, the Investor shall have received, no later than on the Closing Date of the first Tranche, legal opinions from U.S. counsel to the Company, in form and substance satisfactory to the Investor, acting reasonably, dated as of the Closing Date, with respect to the perfection of a valid security interest in the Collateral for the benefit of the Investor and such other matters that are customary in transactions similar to the Offering, subject to customary assumptions, qualifications and limitations;

(p) The Investor shall have received a certificate of status or the equivalent in respect of the Company, dated within two Business Days of the Closing Date;

(q) The Investor shall have received copies of any required filings with the Exchange in respect of the issuance of the Convertible Notes and the Warrants;

(r) A bring-down certificate of a senior officer of the Company attesting to the continued accuracy in all material respects of all representations, warranties and covenants contained in this Agreement, as if such representations, warranties and covenants were given as of the day of funding of the applicable Tranche;

(s) A certificate of a senior officer of the Company attesting to the consolidated capitalization of the Company as of the date immediately preceding the Closing Date;

(t) On the Closing Date, the Investor shall deliver same day funds to the Company, by wire transfer, bank draft or certified funds in United States Dollars, against delivery of the Note Certificate and Warrant Certificate representing the Convertible Notes and Warrants in relation to the Offering; and

(u) Certificate of the Transfer Agent as to its due appointment as registrar and transfer agent of the Common Shares and the number of issued and outstanding Common Shares as of the date immediately preceding the Closing Date.

Capitalized terms used but not defined above have the meanings ascribed to those terms in subsection 4(a) of this Agreement.

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4. Definitions

(a) Where used in this Agreement, or in any amendment hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:

"Account Control Agreement" means that certain Account Control Agreement dated on or before the Closing Date of the first Tranche among the Investor, the Company as the same may be amended, restated, supplemented or otherwise modified from time to time;

"affiliate" shall have the meaning ascribed to such term under Securities Laws;

"Agreement", "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions refer to this investment agreement and not to any particular section, subsection, clause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto;

"Assets and Properties" with respect to any person means all material assets and properties of every kind, nature, character and description (whether real, personal or mixed, tangible or intangible, choate or inchoate, absolute, accrued, contingent, fixed or otherwise, and, in each case, wherever situated), including the goodwill related thereto, operated, owned or leased by or in the possession of such person.

"Applicable Laws" means, in relation to any person or persons, the Securities Laws and all other statutes, regulations, rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order, decision, ruling, award, policy or guidance document that are applicable to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

"Base Shelf Prospectus" means the (final) short form base shelf prospectus of the Company, including all of the Documents Incorporated by Reference;

"Beneficial Ownership Limit" has the meaning given to such term in the fourteenth paragraph of this Agreement;

"Business Day" means any day (other than a Saturday, Sunday or a statutory holiday in Toronto, Ontario) on which the Exchange is open for trading;

"Closing" means completion of a Tranche consisting of the issue and sale by the Company of the Convertible Notes and Warrants pursuant to a Subscription Agreement and Prospectus Supplement (as applicable);

"Closing Date" means the date for a Closing for a particular Tranche, which shall be the Business Day following the fifth trading day after acceptance of a Drawdown Notice by the Investor or such later date as agreed to by the Company and the Investor, each acting reasonably;

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[Redacted: Names of the Investor and Custodian]

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"Closing Time" means 1:00 p.m. (Toronto time) on the Closing Date, or any other time on the Closing Date as may be agreed to by the Company and the Investor;

"Collateral" has the meaning given to such term in first paragraph of this Agreement;

"Common Shares" means the common shares in the capital of the Company as constituted on the date hereof;

"Company" has the meaning given to such term in the first paragraph of this Agreement;

"Custodial Services Agreement" means the

"Disclosure Documents" means, collectively, all of the publicly available documents which have been filed by or on behalf of the Company since December 31, 2024 with the Securities Commission pursuant to the requirements of applicable Securities Laws, including, without limitation, all press releases, annual information forms, material change reports, financial statements, management's discussion and analysis, information circulars, business acquisition reports and other documents that have been publicly disclosed by the Company and posted on SEDAR, as applicable;

"distribution" means "distribution" or "distribution to the public", which terms have the meanings attributed thereto under the Securities Laws or any of them;

"Documents Incorporated by Reference" means, in respect of any of the Base Shelf Prospectus, the documents specified as being incorporated therein by reference or which are deemed to be incorporated therein by reference pursuant to Securities Laws;

"Exchange" means the Canadian Securities Exchange, or another Canadian stock exchange upon which the Common Shares are listed and upon which the majority of the trading of the Common Shares occurs, the NASDAQ, NYSE or such other exchange as may be acceptable to the Investor, acting reasonably;

"Governmental Authority" means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

"Investor" has the meaning given to such term in the first paragraph of this Agreement;

"Investor Counsel" means McMillan LLP, Canadian legal counsel for the Investor;

"Investor Legal Expenses" has the meaning given to such term in Section 14;

"Material Adverse Effect" when used herein means the effect resulting from any change (including a decision to implement such a change made by the board of directors or by senior management of the Company who believe that confirmation of the decision of the board of

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[Redacted: Names of the Investor and the Custodian]

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directors is probable), event, violation, inaccuracy or circumstance that is or would reasonably be expected: (i) to be materially adverse to the business, the Assets and Properties, capitalization, condition (financial or otherwise), prospects or results of operations of the Company, taken as a whole, whether or not in the ordinary course of business; (ii) to have a significant negative effect on the market price or value of the securities of the Company or the Common Shares; or (iii) to result in any document containing a misrepresentation;

“material change”, “material fact” and “misrepresentation” shall have the meanings ascribed to such terms under Securities Laws;

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions;

“NI 44-102” means National Instrument 44-102 – Shelf Distributions;

“NP 11-202” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

“Offering” has the meaning given to such term in the first paragraph of this Agreement;

“OID” has the meaning given to such term in the first paragraph of this Agreement;

“person” means any individual, corporation, partnership, trust, fund, association, syndicate, organization or other organized group of persons, whether incorporated or not, and an individual or other person in that’s person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“Press Release” has the meaning given to such term in Section 2 of this Agreement;

“Prospectus Supplement” means the prospectus supplement of the Company in respect of the offering of the Convertible Notes and Warrants, including all of the Documents Incorporated by Reference;

“Qualifying Jurisdictions” means the Reporting Provinces;

“Reporting Provinces” means, at any point in time, any Province of Canada in which the Company is a “reporting issuer” as defined in Securities Laws;

“Securities” means the Convertible Notes, the Warrants, and the Common Shares and Warrant Shares issuable upon conversion or exercise of the Convertible Notes and Warrants, as applicable;

“Securities Commissions” means the securities commissions or similar securities regulatory authorities in the Reporting Provinces;

“SEC” means the United States Securities and Exchange Commission;

“Securities Laws” means, as applicable, all applicable securities laws in each of the Reporting Provinces, and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, and

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other published regulatory instruments of the Securities Commissions, and all applicable rules and policies of the Exchange;

“Security Agreement” means the securities account pledge and security agreement between the Company as the pledger and the Investor as the secured party; dated on or before the Closing Date of the first Tranche;

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

“Subscription Agreements” means, collectively, the agreements to subscribe for Convertible Notes and Warrants, as applicable, between the Company and the Investor substantially in the form attached hereto as Schedule A; and “Subscription Agreement” means any one of them;

“Subsidiary” means as to any person, any corporation or other business entity in which such person or one or more of its Subsidiaries owns, directly or indirectly, sufficient equity or voting interests to enable it or them (as a group) to elect a majority of the directors (or persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such person or one or more of its Subsidiaries, and each a “Subsidiary”;

“Warrant” has the meaning ascribed thereto on the face page hereof; and

“Warrant Share” has the meaning ascribed thereto on the face page hereof.

(b) Unless otherwise indicated, all references to monetary amounts in this Agreement are to lawful money of the United States.

(c) Any reference in this Agreement to a schedule, section, paragraph, subsection, subparagraph, clause or subclause will refer to a schedule, section, paragraph, subsection, subparagraph, clause or subclause of this Agreement.

(d) The schedules hereto are incorporated into this Agreement by reference and are deemed to be a part thereof.

(e) Unless otherwise expressly provided in this Agreement, words importing the singular number include the plural and vice versa and words importing gender include all genders and the gender neutral.

(f) In the event there is a conflict or inconsistency between this Agreement and any other agreements and documents being delivered pursuant to or in connection with this Agreement (excluding the Subscription Agreement, Warrant Certificate, Note Certificate, Account Control Agreement, Custodial Services Agreement and Security Agreement), the terms of this Agreement will govern.

Material Change

(a) During the period from the date of this Agreement until the last Closing of the Offering the Company shall promptly comply with all applicable filing and other

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requirements under Securities Laws in connection with the Offering and shall prepare any document or material as may be required under Securities Laws in respect of the following:

(i) any material change in or affecting the business, operations, capital, properties, assets (including intangible assets), liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Company (taken as a whole);

(ii) any material fact which has arisen or has been discovered or any new material fact contained or referred to in this Agreement, the Subscription Agreements or any Disclosure Document;

(b) During the term of this Agreement the Company shall promptly notify the Investor of the following:

(i) any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to:

(1) render any representation or warranty contained in this Agreement or the Subscription Agreements untrue or misleading in any material respect, or

(2) to result in this Agreement or the Subscription Agreements containing a misrepresentation, including as a result of this Agreement or the Subscription Agreements containing or incorporating by reference an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or

(3) which would reasonably be expected to result in this Agreement or the Subscription Agreements not complying with the applicable Securities Laws;

(ii) any request of any Securities Commission or the Exchange for any information in respect of the Offering;

(iii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the Exchange or any other competent authority, relating to the Offering;

(iv) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Offering, the issue and sale of the Securities or any other event or state of affairs that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or

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(v) the issuance by any Securities Commission, the Exchange or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company.

6. Company Representations and Warranties.

The Company represents and warrants to the Investor, as of the date hereof and as of the Closing Time and at the time of each subsequent Closing, and acknowledges that the Investor are relying upon such representations and warranties in entering into this Agreement, and agrees with the Investor, as follows:

(a) the Company is validly existing under the Business Corporations Act (British Columbia) and is and will on each Closing Date be up-to-date in all corporate filings except where the failure to make any such filings would not reasonably be expected to have a Material Adverse Effect, has all requisite corporate power and corporate authority or power and authority, as applicable, to carry on its business as now conducted and to own, lease or operate its Assets and Properties, including as described in the Disclosure Documents, and neither the Company nor, to the knowledge of the Company, any other person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing the Company's dissolution or winding up, and the Company has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations hereunder and thereunder (including, without limitation, the issuance of the Convertible Notes and Warrants comprising the Convertible Notes, the Common Shares and the Warrant Shares issuable upon conversion or exercise of the Convertible Notes and Warrants, as applicable);

(b) the Company does not have any Subsidiaries;

(c) no proceedings have been taken, instituted or, to the knowledge of the Company, are pending for the dissolution or liquidation of the Company;

(d) this Agreement has been duly authorized and executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Laws;

(e) all consents, approvals, permits, authorizations or filings as are required by the Company under Securities Laws for the execution and delivery of this Agreement,

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and the performance of its obligations hereunder and thereunder and the issue and sale of the Convertible Notes and Warrants, have been or will be made or obtained, as applicable;

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

(g) each of the execution and delivery of this Agreement, and the performance by the Company of its obligations hereunder, the issue and sale of the Convertible Notes and the consummation of the transactions contemplated in this Agreement, including the issuance of the Convertible Notes, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (A) Securities Laws; (B) the constating documents, articles, notice of articles or resolutions of the Company which are in effect at the date thereof; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Company is a party or by which it is bound; or (D) any judgment, decree or order binding the Company, or its Assets and Properties;

(h) the Company has the requisite corporate power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder, and to execute and file with the Securities Commissions the Base Shelf Prospectus, the Prospectus Supplement and any prospectus amendments, and the Company has the requisite corporate power, capacity and, in all material respects, authority to own, lease and operate its property and assets and to carry on its business as currently carried on and as proposed to be carried on;

(i) the Company is qualified under NI 44-101 to file a prospectus in the form of a short form prospectus, and is qualified under NI 44-102 to file a short form prospectus that is a base shelf prospectus; and

(j) there is no person acting or purporting to act at the request or on behalf of the Company that is entitled to any brokerage or finder’s fee or other compensation in connection with the transactions contemplated by this Agreement.

Investor Representations and Warranties.

Each of the Investor severally represents and warrants to the Company, and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement, as of the date hereof and as of the Closing Time and each subsequent Closing, that:

(a) the Investor has been formed and is existing under the laws of the Investor’s jurisdiction of formation and has the corporate power to enter into and perform its obligations under this Agreement;

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(b) the execution and delivery of and performance by the Investor of this Agreement has been authorized by all necessary action on the part of the Investor;

(c) this Agreement has been duly executed and delivered by the Investor and constitutes a legal, valid and binding agreement of the Investor, enforceable against such Investor in accordance with its terms; and

(d) the Investor shall, as of each Closing Time in respect of a particular Tranche, have sufficient sources of immediately available funds to enable the Investor to consummate the Closing of such Tranche.

Closing.

(a) Closing. The Closing will be completed at the Closing Time at the offices of Company’s Counsel in Toronto, Ontario, or at such other place and time as the Investor and the Company agree upon, each acting reasonably.

(b) Payment. At the Closing Time, and subject to the terms and conditions contained in this Agreement and the Subscription Agreement, the Company will issue and deliver the Note Certificate and Warrant Certificate, as applicable, representing the Convertible Notes and, if applicable, Warrants to be issued to the Investor or any syndicate member in respect of a Tranche, against payment of the subscription proceeds.

Covenants of the Company.

The Company covenants and agrees with the Investor, and acknowledges that the Investor is relying on such covenants in connection with the entering into of this Agreement and the purchase by the Investor of the Convertible Notes pursuant to the Offering, that the Company:

(a) will use its commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Investor may reasonably require (or which may be required pursuant to Securities Laws) from time to time for the purpose of giving effect to this Agreement and take all such steps as may be reasonably within its power to implement the provisions of this Agreement and the transactions contemplated hereunder;

(b) will use its commercially reasonable efforts to remain a corporation validly subsisting under the laws of its jurisdiction of incorporation, and to be duly licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and to carry on its business in the ordinary course and in compliance in all material respects with all Applicable Laws, rules and regulations of each such jurisdiction;

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(c) will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Securities Laws of each of the Reporting Provinces which have such a concept and will comply with all of its obligations under Applicable Laws, provided that this Section 9(c) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination that would result in the Company ceasing to be a reporting issuer, in compliance with the terms and conditions of this Agreement, the Subscription Agreement, the Warrant Certificate, the Note Certificate, the Account Control Agreement, the Custodial Services Agreement and the Security Agreement;

(d) will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange or such other recognized stock exchange or quotation system as the Investor may approve, acting reasonably, provided that this Section 9(d) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination that would result in the Common Shares ceasing to be listed on the Exchange, in compliance with the terms and conditions of this Agreement, the Subscription Agreement, the Warrant Certificate, the Note Certificate, the Account Control Agreement, the Custodial Services Agreement and the Security Agreement;

(e) will promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Investor may reasonably require from time to time for the purpose of giving effect to this Agreement and the Company will use its commercially reasonable efforts to implement to their full extent the provisions, and to satisfy the conditions, of this Agreement;

(f) will forthwith notify the Investor of any breach of any covenant of this Agreement or any ancillary documents, by any party thereto, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement or any ancillary document, is or has become untrue or inaccurate in any material respect;

(g) will ensure that the Securities purchased pursuant to the Offering are duly and validly created, authorized and issued on payment of the purchase price therefor and have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements;

(h) will ensure that at all times a sufficient number of Common Shares are duly and validly allotted and reserved for issuance upon any conversion of the Convertible Notes;

(i) will ensure that at all times a sufficient number of Warrant Shares are duly and validly allotted and reserved for issuance upon any exercise of the Warrants;

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(j) in connection with the Offering, will execute and file with the Securities Commissions all forms, notices and certificates required to be filed pursuant to applicable Securities Laws within prescribed time periods; and

(k) will use its commercially reasonable efforts to ensure that the Offering is conducted in a manner that is in compliance with applicable Securities Laws.

10. Covenants of the Investor.

The Investor covenants and agrees with the Company, and acknowledges that the Company is relying on such covenants in connection with the entering into of this Agreement and the offer and sale of the Convertible Notes to the Investor pursuant to the Offering, that the Investor:

(a) will use its commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as may be required pursuant to Securities Laws from time to time for the purpose of giving effect to this Agreement; and

(b) will promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as may be required pursuant to Securities Laws from time to time for the purpose of giving effect to this Agreement and take all such steps as may be reasonably within its power to implement the provisions of this Agreement and the transactions contemplated hereunder; and

(c) without the prior written consent of the Company, will not form a syndicate or, if formed, invite into the syndicate any member that: (i) is a U.S. Person, (ii) that is not an "accredited investor", or (iii) that is resident in any jurisdiction that would require the Company to prepare and file a prospectus, registration statement or similar document or to be registered with or to file any report or notice with any governmental or regulatory authority or to register the Convertible Notes, Warrants or the Common Shares or to otherwise comply with any continuous disclosure obligations under the applicable securities laws of any jurisdiction outside of the Reporting Provinces or to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever outside of a jurisdiction of Canada.

11. Conditions of Waiver and Investor's Obligations.

The obligations of the Investor hereunder is subject to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

(a) the Company shall deliver to the Investor, at the Closing Time, certificates dated the Closing Date addressed to the Investor and signed by the Chief Executive Officer of the Company and the Chief Operating Officer of the Company, or such other senior officer or director of the Company as may be acceptable to the Investor, certifying for and on behalf of the Company and without personal liability, after having made due enquiries, to the effect that:

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(i) there shall not have been, since the date hereof or since the respective dates as of which information is given in the Disclosure Documents any event having a Material Adverse Effect;

(ii) the representations and warranties of the Company contained herein or in certificates of any officer of the Company delivered pursuant to the provisions hereof are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time with the same force and effect as if made on and as at the Closing Time after giving effect to the transactions contemplated hereby;

(iii) the Company has complied with all agreements and satisfied all covenants and conditions on its part to be performed or satisfied at or prior to the Closing Time;

(iv) to the knowledge of such persons, no order, ruling or determination having the effect of ceasing the trading of the Common Shares or suspending the offering or sale of the Common Shares to be issued by the Company has been issued and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any Securities Commission or other Governmental Authority;

(v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents which fact or change is, or may be, of such a nature as to render any statement in the Disclosure Documents misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents or which would result in the Disclosure Documents not complying with applicable Securities Laws; and

(vi) such other matters as the Investor may reasonably request prior to the Closing;

(b) the representations and warranties of the Company contained in this Agreement will be true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) at and as of the Closing Date, as if such representations and warranties were made at and as of such time and all agreements, covenants and conditions required by this Agreement to be performed, complied with or satisfied by the Company will have been performed, complied with or satisfied prior to that time;

(c) the absence of any misrepresentations in the Disclosure Documents, the Base Shelf Prospectus, Prospectus Supplement, prospectus amendment, or undisclosed material change or material fact relating to the Company or the Common Shares;

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(d) at or prior to the Closing Time, the Subscription Agreements shall have been duly executed and delivered by the Company, and each Subscription Agreement shall be in full force and effect;

(e) the Company shall have made and/or obtained all necessary filings, approvals, permits, consents and authorizations to or from, as the case may be, the board of directors and shareholders of the Company, the Securities Commissions, the Exchange and any other applicable person required to be made or obtained by the Company in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Investor, acting reasonably;

(f) the Company will make all necessary filings and obtain all necessary regulatory consents and approvals (if any), and the Company will pay all filing, exemption and other fees required to be paid in connection with the transactions contemplated in this Agreement; and

(g) all proceedings taken by the Company in connection with the issuance and sale of the Convertible Notes as herein contemplated shall be satisfied.

12. Conditions of Waiver and Company’s Obligations.

The obligations of the Company hereunder are subject to the accuracy of the representations and warranties of the Investor contained in Section 7 hereof and to the performance by the Investor of its covenants and other obligations hereunder.

13. Representations, Warranties and Agreements to Survive.

All representations, warranties and agreements of the parties contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect for a period of two (2) years from the date of the last Closing of the Offering notwithstanding: (i) any investigation made by or on behalf of the Investor or the Company, as applicable, or their respective affiliates, officers or directors, or any person controlling the Company, (ii) the completion of the purchase of the Convertible Notes and Warrants, as applicable, by the Investor, or (iii) the subsequent disposition of the Convertible Notes, Warrants and underlying Common Shares, as applicable, by the Investor.

14. Termination of Agreement.

(a) This Agreement shall terminate at the conclusion of the Term irrespective of whether or not any Convertible Notes are issued pursuant to the Offering

(b) In addition to any other remedies which may be available to the Investor, the Investor shall be entitled, at its option, to terminate its obligations hereunder by giving written notice to the Company at any time at or prior to the Closing Time if at any time after the date hereof and prior to the Closing Time:

(i) there shall occur any material change in the assets, business, affairs, financial condition, results of operations, capital or prospects of the

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Company, or there should be discovered any previously undisclosed material fact or circumstance or there should occur a change in any material fact relating to the Company or its Subsidiaries, including from that information disseminated by the Company through its periodic and timely Disclosure Documents, which in any case, in the reasonable opinion of the Investors, has or would be expected to have in the reasonable opinion of the Investors, a Material Adverse Effect; or

(ii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchange or any securities regulatory authority or any law, rule or regulation is enacted or changed, including any law relating to taxation or the administration or interpretation thereof, which in the sole opinion of the Investor, acting reasonably, operates to prevent or materially restrict the distribution or trading of the Common Shares or any other securities of the Company or has, or might reasonably be expected to have, a Material Adverse Effect on the market price of the Common Shares or the business, operations or affairs of the Company taken as a whole; or

(iii) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence, including, without limiting the generality of the foregoing, any military conflict, civil insurrection, or any terrorist action (whether or not in connection with such conflict or insurrection), or any law or regulation (or change in the interpretation or administration thereof) which, in the reasonable opinion of the Investor adversely affects, or involves, or will adversely affect or involve, the financial markets or the business, operations or affairs of the Company taken as a whole, or prevent or materially restrict the distribution of the Common Shares; or

(iv) an order is made or threatened to cease or suspend trading or to otherwise prohibit or restrict in any manner the distribution or trading, or proceedings are announced or commenced for the making of any such order in respect of the Common Shares, or other securities of the Company by any Securities Commission, the Exchange or other competent authority; or

(v) the Company is not in compliance in all material respects with any Applicable Laws (including applicable Securities Laws relating to timely disclosure of material information) or is in breach of any term, condition or covenant contained in this Agreement or any representation or warranty given by the Company in this Agreement becomes or is false; or

(vi) a material disruption has occurred in commercial banking or securities settlement or clearance services in Canada; or

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(vii) a banking moratorium has been declared by Canadian federal authorities.

(c) The Company agrees that all material terms and conditions of this Agreement shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with, and that any breach or failure by the Company to comply with any such conditions, provided such breach or failure to comply is not cured by the Company within fifteen (15) Business Days following receipt of written notice from the Investor of such breach or failure to comply, shall entitle the Investor to terminate its obligations hereunder by notice to that effect given to the Company at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. The Investor may waive, in whole or in part, or extend the time for compliance with, any terms and conditions of this Agreement without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Investor only if such waiver or extension is executed in writing.

Delivery of Draw-Down Notice.

Notwithstanding any other provision of this Agreement, the Company shall not be permitted to deliver a Draw-Down Notice if any of the following events have occurred and are continuing:

(a) there shall occur any material change in the assets, business, affairs, financial condition, results of operations, capital or prospects of the Company, or there should be discovered any previously undisclosed material fact or circumstance or there should occur a change in any material fact relating to the Company, including from that information disseminated by the Company through its periodic and timely Disclosure Documents, which in any case has or would reasonably be expected to have a Material Adverse Effect; or

(b) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchange or any securities regulatory authority or any law, rule or regulation is enacted or changed, including any law relating to taxation or the administration or interpretation thereof, which operates to prevent or materially restrict the distribution or trading of the Common Shares or has, or would reasonably be expected to have, a Material Adverse Effect on the market price of the Common Shares or the business, operations or affairs of the Company taken as a whole; or

(c) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence, including, without limiting the generality of the foregoing, any military conflict, civil insurrection, or any terrorist action (whether or not in connection with such

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conflict or insurrection), or any law or regulation (or change in the interpretation or administration thereof) which adversely affects, or involves, or would reasonably be expected to adversely affect or involve, the financial markets or the business, operations or affairs of the Company taken as a whole, or prevent or materially restrict the distribution of the Common Shares; or

(d) an order is made or threatened and would reasonably be expected to lead to an order to be made to cease or suspend trading or to otherwise prohibit or restrict in any manner the distribution or trading, or proceedings are announced or commenced for the making of any such order in respect of the Common Shares, or other securities of the Company by any Securities Commission, the Exchange or other competent authority; or

(e) the Company is not in compliance in all material respects with any Applicable Laws (including applicable Securities Laws relating to timely disclosure of material information); or

(f) a material disruption has occurred in commercial banking or securities settlement or clearance services in Canada; or

(g) a banking moratorium has been declared by Canadian federal authorities.

Indemnity

Provided that the Investor is in compliance in all material respects with the terms and conditions of this Agreement, including its covenants set out in Section 10, the Company or its affiliated companies, as the case may be (collectively, the "Indemnitor") agrees to indemnify and hold harmless each of the Investor and its respective Subsidiaries and affiliates, and each of their respective directors, officers, employees, securityholders and agents (collectively, the "Indemnified Parties" and each, an "Indemnified Party"), to the full extent lawful, from and against all expenses, fees, losses, claims, actions, damages, obligations and liabilities, joint or several, of any nature (including the reasonable fees and expenses of their respective counsel and other expenses, including any amount for lost profits) (collectively, "Losses") to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Losses arise out of or are based upon, directly or indirectly, a breach of this Agreement by the Company that results in any failure or delay by the Company in completing the issue and sale of Convertible Notes to the Investor after delivery by the Company and acceptance by the Investor of a Draw-Down Notice in respect of a Tranche under the Offering, together with any Losses that are incurred in enforcing this indemnity. This indemnity shall not be available to an Indemnified Party in respect of Losses incurred where a court of competent jurisdiction in a final judgment that has become non-appealable determines that such Losses resulted solely from the fraud, gross negligence or willful misconduct of the Indemnified Party.

The Indemnified Party will notify the Indemnitor promptly in writing after sustaining any Losses by the Indemnified Party which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, stating the particulars thereof, will provide copies of all relevant documentation to the Indemnitor and will discuss all significant actions

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proposed. The omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to an Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required results in any material increase in the liability under this indemnity which the Indemnitor would otherwise have incurred had the Indemnified Party not so delayed in giving, or failed to give, the notice required hereunder.

The indemnity and contribution obligations of the Indemnitor hereunder shall be in addition to any liability which the Indemnitor may otherwise have (including under this Agreement and the transaction contemplated herein), shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Indemnitor, the Investor and any other Indemnified Party. The foregoing provisions shall survive any termination of this Agreement or the completion of professional services rendered under this Agreement.

17. Entire Agreement.

This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire agreement between the Company and the Investor in connection with the transactions described herein and supersedes all prior understandings, negotiations and discussions, whether oral or written, in relation to the transactions described herein.

18. Payment of Expenses.

Whether or not this Offering or the other transactions contemplated by this Agreement are completed, the Company will pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Agreement and the transactions contemplated hereby, including all fees and expenses of Investor's counsel plus any applicable taxes thereon (collectively, the "Investor Legal Expenses"). The Investor's legal expenses shall be capped at the amount set out in the subscription agreement in respect of the first Tranche of even date herewith between the Company and the Investor plus at each Tranche [redacted], exclusive of taxes and disbursements, in respect to the closing for each Tranche. The Investor shall provide an estimate to the Company of the Investor's legal expenses prior to incurring legal expenses in connection with each subsequent Tranche.

19. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication including electronic mail. Notices shall be directed to.

in the case of the Company, to:

Republic Technologies Inc.
1111 West Hastings Street, 15th Floor
Vancouver, British Columbia
Canada V6E 2J3

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[Redacted: Commercially Sensitive Information - Legal Fee]

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Attention: [Redacted]
Email: [Redacted]

in the case of the Investor, to:

[Redacted]

Attention: [Redacted]
Email: [Redacted]

The Company and the Investor may change their respective addresses for notice by notice given in the manner aforesaid. Any such notice or other communication shall be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, shall be given by electronic mail and shall be deemed to have been given when: (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; or (ii) in the case of a notice delivered or given by electronic mail, on the Business Day on which it was sent, unless it was sent after 4:00 p.m., in which case it will be deemed to have been delivered on the first Business Day following the day on which it is sent.

20. Parties.

This Agreement shall inure to the benefit of and be binding upon each of the Investor and the Company and their respective permitted assigns and successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or Company, other than the Investor and the Company and their respective permitted assigns and successors any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of each of the Investor and the Company and their respective permitted assigns and successors and for the benefit of no other person, firm or company.

21. Assignment.

This Agreement may not be assigned by any party hereto without the prior written consent of the other party.

22. Governing Law.

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

23. Time.

Time shall be of the essence of this Agreement. Except as otherwise set forth herein, specified times of day refer to Toronto time.

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[Redacted: Name and address of the Investor and other personal information]

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Counterparts.

This Agreement may be executed in any number of counterparts (including by PDF/email), each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

Effect of Headings.

The Section headings herein are for convenience only and shall not affect the construction hereof.

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

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Docusign Envelope ID: 9ABBCD5B-BDB1-4575-8657-B0C336BCDFC7
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Investor a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between each of the Investor and the Company in accordance with its terms.

Yours very truly,

The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to.

ACCEPTED as of this 20 day of November, 2025.

Yours very truly,

REPUBLIC TECHNOLOGIES INC.

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[Redacted: Signatory names and signatures]

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SCHEDULE A

Form of Subscription Agreement

(See attached)

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REPUBLIC TECHNOLOGIES INC.

(the "Issuer")

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR SECURED CONVERTIBLE NOTES AND WARRANTS CANADIAN SECURITIES EXCHANGE LISTED ISSUER

INSTRUCTIONS TO PURCHASER

You must complete all the information in the boxes on pages 2 and 3 and sign where indicated with an "X".
ALL SUBSCRIBERS MUST COMPLETE AND SIGN Exhibit A "Canadian Accredited Investor Certificate" that starts on page 33. The purpose of this form is to determine whether you meet the standards for participation in a private placement under applicable Canadian securities laws.
If you are paying for your subscription with funds drawn from a Canadian bank, you may pay by certified cheque or bank draft drawn on a Canadian chartered bank or by wire transfer to the Issuer pursuant to wiring instructions in Exhibit B on page 38.
If you are paying for your subscription with funds drawn on any source other than a Canadian chartered bank, you may only pay by wire transfer to the Issuer pursuant to wiring instructions in Exhibit B on page 38.
The Issuer and the Subscriber acknowledge and agree that Cozen O'Connor LLP has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and Cozen O'Connor LLP have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and Cozen O'Connor LLP that the Subscriber has sought independent legal advice or waives such advice.

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REPUBLIC TECHNOLOGIES INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase from Republic Technologies Inc. (the "Issuer" or the "Corporation"), on the terms and conditions herein (the "Agreement") that number of secured convertible notes of the Corporation set out below (the "Convertible Notes") in the principal amount of US$1,000.00 per Convertible Note that will be issued at a discount equal to 10% (the "OID") of the aggregate principal amount of the Convertible Notes (the "Subscription Price"). The Convertible Notes will not bear interest and will mature 24 months from the Closing Date (as defined herein). On the Closing Date, the Corporation shall issue to the Subscriber common share purchase warrants (each, a "Warrant") to purchase common shares (each, a "Warrant Share") in the capital of the Corporation in an amount determined in accordance with the following: (i) 100% of the aggregate principal amount of the Convertible Notes issued, divided by (ii) the Warrant Exercise Price (as defined herein) converted into the United States dollars using the Bank of Canada daily US/Canadian dollar exchange rate on the last business day immediately preceding the Closing Date (rounded down to the nearest whole number). Each Warrant will entitle the holder thereof to acquire one Warrant Share at a price per Warrant share equal to CDN$0.50 at any time after the Closing Date until 5:00 p.m. (Toronto time) on the date of expiration of the Warrants, which is 5 years following the Closing Date. Each of the Corporation and the Subscriber agree to be bound by the terms and conditions set forth in the attached "Terms and Conditions of Subscription for Secured Convertible Notes and Warrants".

| Subscriber Information

(Name of Subscriber)

Account Reference (if applicable): _______
X
(Signature of Subscriber – if the Subscriber is an Individual)
X
(Signature of Authorized Signatory – if the Subscriber is not an Individual)

(Name and Title of Authorized Signatory – if the Subscriber is not an Individual)

(SIN, SSN, or other Tax Identification Number of the Subscriber)

(Subscriber’s Address, including Postal Code or Zip Code)

(Telephone Number) (Email Address)

Register the Convertible Notes and Warrants as set forth below:

(Name to Appear on Certificates)

(Account Reference, if applicable)

(Address, including Postal Code or Zip Code)
Notes to be Purchased

Aggregate Principal Amount of the Convertible Notes: $______ (the "Aggregate Principal Amount")

Number of Warrants to be Issued

Number of Warrants: _______
Please complete if purchasing as agent or trustee for a principal (beneficial purchaser) (a "Disclosed Principal") and not purchasing as trustee or agent for accounts fully managed by it.

(Name of Disclosed Principal)

(Address of Disclosed Principal)

(Account Reference, if applicable)

(SIN, SSN, or other Tax Identification Number of Disclosed Principal)
Deliver the Convertible Notes and Warrants as set forth below:

(Attention - Name)

(Account Reference, if applicable)

(Street Address, including Postal Code or Zip Code) (No PO Boxes)

(Telephone Number)

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| Number and kind of securities of the Issuer held, directly or indirectly, or over which control or direction is exercised by, the Subscriber, if any (i.e., shares, warrants, options): | 1. State whether the Subscriber is an Insider of the Issuer:
Yes ☐ No ☐

State whether the Subscriber is a registrant:
Yes ☐ No ☐ |
| --- | --- |
| The Issuer and the Subscriber acknowledge and agree that Cozen O’Connor LLP has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and Cozen O’Connor LLP have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and Cozen O’Connor LLP that the Subscriber has sought independent legal advice.

(Signature of Subscriber) | |

ACCEPTANCE

The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this "Agreement") as of the _ day of ______, 2025.

REPUBLIC TECHNOLOGIES INC.

Per:
Authorized Signatory

Address: 1111 West Hastings Street, 15th Floor
Vancouver, British Columbia, V6E 2J3, Canada

Email:
Attention:

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[Redacted: Signatory name and other personal information]

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR SECURED CONVERTIBLE NOTES AND WARRANTS

1. Subscription

1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Agreement and the form of the convertible note (the “Note Certificate”) representing the Convertible Notes, the Subscriber hereby irrevocably subscribes for and agrees to purchase Convertible Notes of the Issuer in the Aggregate Principal Amount and the number of Warrants as shown on page 2 of this Agreement (such subscription and agreement to purchase the Convertible Notes and Warrants being the “Subscription”), and the Issuer agrees to sell the Convertible Notes and Warrants to the Subscriber, effective upon the Closing Date.

1.2 The Aggregate Principal Amount owing under the Convertible Notes will mature on the date that is [●] months after the Closing Date (the “Maturity Date”).

1.3 The Aggregate Principal Amount of the Convertible Notes will not bear interest.

1.4 The principal amount of the Convertible Notes will be convertible at the option of the holder to common shares of the Corporation (the “Conversion Shares”) at a conversion price equal to the closing price of the common shares in the capital of the Corporation (the “Common Shares”) on the Canadian Securities Exchange (the “CSE”) on last trading day immediately preceding the conversion date, based on the Bank of Canada daily US/Canadian dollar exchange rate on the last business day immediately preceding the conversion date (the “Conversion Price”) per Common Share, subject to customary adjustment provisions in certain stated circumstances, provided the Conversion Price shall not be less than CDN$0.05 per Common Share.

1.5 Concurrently with the issuance of the Convertible Notes, the Subscriber shall receive Warrants in an amount determined in accordance with the following: (i) 100% of the aggregate principal amount of the Convertible Notes issued, divided by (ii) the Warrant Exercise Price converted into the United States dollars using the Bank of Canada daily US/Canadian dollar exchange rate on the last business day immediately preceding the Closing Date (as defined herein) (rounded down to the nearest whole number). Each Warrant shall entitle the holder thereof to acquire one Warrant Shares at an exercise price of CDN$0.50 per Warrant Share (the “Warrant Exercise Price”), subject to customary adjustment provisions in certain stated circumstances, until the date that is [5] years from the Closing Date. All final definitive terms of the Warrants shall be set forth in the warrant certificate (the “Warrant Certificate”) for the Warrants to be issued by the Corporation on or prior to the Closing Date.

1.6 The principal amount of the Convertible Notes will be secured by an amount of ETH to be held by [redacted] and controlled by the Subscriber until the conversion or repayment in full of all Convertible Notes (the “Collateral”). The amount of Collateral controlled by the Subscriber will not vary during the life of the facility after the ETH Target (as defined below) is deposited in custody. The required Collateral (the “ETH Target”) shall be an amount of ETH equal to $12,000,000. The ETH Target will not be subject to mark-to-market or valuation-based top-up adjustment.

1.7 The Convertible Notes will be secured by a Security Agreement granted by the Corporation in favour of the Subscriber in respect to the Collateral, a Custodial Services Agreement between the Corporation and [redacted] and an Account Control Agreement, between the Corporation, the Subscriber, [redacted] collectively, the “Security Agreements”), each in form and substance satisfactory to the Subscriber, acting reasonably.

1.8 The Convertible Notes, the Conversion Shares, the Warrants, and Warrant Shares are collectively referred to herein together as the “Securities”.

[Redacted: Commercially Sensitive Information - Pricing Reference and the names of the Investor and the Custodian]

1.9 Notwithstanding anything to the contrary contained herein, the Convertible Notes and the Warrants issued pursuant to this Agreement shall not be convertible or exercisable by the Subscriber, and the Issuer shall not effect any such conversion or exercise or otherwise issue any common shares of the Issuer, to the extent (but only to the extent) that, after giving effect to such conversion or exercise, the Subscriber or any of its affiliates would beneficially own in excess of 9.99% of the issued and outstanding common shares of the Issuer after such conversion or exercise.

1.10 Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of the United States.

2. Closing

2.1 Delivery and sale of the Convertible Notes and Warrants and payment of the Subscription Price will be completed (the "Closing") at the offices of the Corporation's counsel, Cozen O'Connor LLP, in Toronto, Ontario at 8:00 a.m. (Toronto time) (the "Closing Time") on [●] or at such other date or time as the Corporation and the Subscriber may mutually agree (the "Closing Date"), provided such date is not later than a day mandated by the CSE. If, on or prior to the Closing Time, the terms and conditions contained in this Agreement have been complied with to the satisfaction of the Subscriber or waived by the Subscriber, the Subscriber shall deliver to the Corporation the Agreement and the payment of the Subscription Price for the Convertible Notes and the Warrants against delivery of certificates representing the Convertible Notes, the Warrants and such other documentation as may be required pursuant to this Agreement.

2.2 If, prior to the Closing Time, the terms and conditions contained in this Agreement have not been complied with to the satisfaction of the Subscriber, or waived by the Subscriber, the Corporation and the Subscriber will have no further obligations under this Agreement.

2.3 The Subscription Price with respect to the Closing must accompany this Agreement and will be paid: (i) if the Subscriber is drawing funds from a Canadian bank to pay for this Subscription, by a certified cheque or bank draft drawn on a Canadian chartered bank or by wire transfer to the Issuer pursuant to wiring instructions in Exhibit B; or (ii) if the Subscriber is drawing funds from any source other than a Canadian chartered bank to pay for this Subscription, then only by wire transfer to the Issuer pursuant to wiring instructions in Exhibit B.

2.4 The Subscriber acknowledges and agrees that this Agreement and any other documents delivered in connection herewith will be held by or on behalf of the Issuer. In the event that this Agreement is not accepted by the Issuer for whatever reason or the applicable Closing has not occurred, which the Issuer expressly reserves the right to do, the Issuer will return the applicable Subscription Price (without interest thereon) to the Subscriber at the address of the Subscriber as set forth on page 2 of this Agreement, or as otherwise directed by the Subscriber.

2.5 The obligations of the parties hereunder are subject to all required regulatory approvals being obtained. This Offering is conditional upon, among other things, the Corporation obtaining approval of the CSE.

3. Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Issuer the following documents:

(a) this Agreement;

(b) the Security Agreements;

(c) the Canadian Accredited Investor Certificate (the "Canadian Accredited Investor Certificate") attached as Exhibit A that starts on page 33, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Accredited Investor Certificate;

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(d) such other supporting documentation that the Issuer or Cozen O'Connor LLP (the "Issuer's Counsel") may request to establish the Subscriber's qualification as a qualified investor,

and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer.

3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws.

3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel that the Subscriber has sought independent legal advice or waives such advice.

4. Corporation's Conditions of Closing

4.1 The Subscriber acknowledges that the obligation of the Corporation to, among other things, complete the purchase of the Convertible Notes and Warrants by the Subscriber is subject to the fulfilment of the following conditions prior to the Closing Time:

(a) the Subscriber having properly completed, signed and delivered this Agreement and all applicable schedules to the Issuer;

(b) payment by the Subscriber of the Subscription Price by electronic money transfer to the Corporation or such other payment method as may be agreed to by the Corporation;

(c) the Subscriber having executed and returned to the Corporation, at the Corporation's request, all other documents as may be reasonably required by Canadian securities laws or any other laws for delivery by the Corporation on behalf of the Subscriber, after a request therefor by the Issuer, acting reasonably;

(d) the Corporation having accepted the Subscriber's subscription;

(e) the Issuer having obtained all necessary approvals and consents, including regulatory approvals and approval of the CSE for the Offering and approval from the board of directors of the Issuer;

(f) the issue and sale of the Convertible Notes and Warrants being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities legislation relating to the sale of the Convertible Notes and Warrants, or the Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; and

(g) the conditions of Closing contained in this Agreement having been satisfied or waived by the relevant party.

The conditions contained in this Section 4.1 of this Agreement are for the exclusive benefit of the Corporation and are subject to fulfilment on or before the Closing Time unless waived, in whole or in part, by the Corporation in its sole discretion by prior written notice given to the Subscriber.

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5. Subscriber's Conditions of Closing

5.1 The Corporation acknowledges that the obligation of the Subscriber to, among other things, complete the purchase of the Convertible Notes and Warrants from the Corporation is subject to the fulfillment of the following conditions prior to the Closing Time:

(a) the Subscriber shall have received a certificate, dated as of the Closing Date and addressed to the Subscriber, signed by the Chief Executive Officer and Chief Operating Officer of the Corporation, or such other officers or directors of the Corporation as the Subscriber may agree, certifying for and on behalf of the Corporation, and without personal liability, to the best of the knowledge, information and belief of the persons so signing after due inquiry, that:

(i) the Corporation having complied with, in all material respects, all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time;

(ii) no order, ruling or determination having the effect of ceasing or suspending the trading in the Common Shares and the Warrant Shares or prohibiting the sale of the Convertible Notes and the Warrants or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officer signing the certificate, contemplated or threatened under any relevant Canadian securities laws or by any regulatory authority;

(iii) no material change relating to the Corporation having occurred since the date hereof with respect to which the requisite material change report has not been filed and there is no such disclosure having been made on a confidential basis that remains confidential; and

(iv) the representations and warranties of the Corporation contained in this Agreement and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, being true and correct in all material respects as at the Closing Time, with the same force and effect as if made on and as at the Closing Time;

(b) the Subscriber shall have received at the Closing Time a certificate dated the Closing Date, signed by an officer of the Corporation addressed to the Subscriber, with respect to the constating documents of the Corporation, all resolutions of the Corporation's board of directors relating to the Offering and otherwise pertaining to the issue and sale of the Convertible Notes and the Warrants and the transactions contemplated hereby and thereby and the incumbency and specimen signatures of signing officers;

(c) the Subscriber shall have received at the Closing Time legal opinions from Cozen O'Connor LLP, Canadian counsel to the Corporation, in form and substance satisfactory to the Subscriber, acting reasonably, dated as of the Closing Date, with respect to such matters that are customary in transactions similar to the Offering, subject to customary assumptions, qualifications and limitations;

(d) the Subscriber receiving, no later than on the Closing Date, legal opinions from Cozen O'Connor PC, U.S. counsel to the Corporation, in form and substance satisfactory to the Subscriber, acting reasonably, dated as of the Closing Date, with respect to the perfection of a valid security interest in the Collateral for the benefit of the Subscriber and such other matters that are customary in transactions similar to the Offering, subject to customary assumptions, qualifications and limitations;

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(e) the Subscriber shall have received a certificate of status or the equivalent in respect of the Corporation, dated within two business days of the Closing Date;

(f) the Subscriber shall have received copies of any required filings with the CSE in respect of the issuance of the Convertible Notes and the Warrants;

(g) the Subscriber and the Corporation shall have entered into an investment agreement (the "Investment Agreement") in respect of the issue and sale of additional tranches of additional convertible notes (issuable in multiple tranches of up to 5,000 convertible notes per tranche) convertible into common shares of the Corporation (the "Additional Convertible Notes") in accordance with the terms set out in such Investment Agreement with an aggregate principal amount of $1,000 per Additional Convertible Note that will be issued at an OID and, (i) with respect to the Closing of the first tranche, warrants to purchase that number of Common Shares determined in accordance with the following: (i) 100% of the aggregate principal amount of the Convertible Notes issued in the first tranche, divided by (ii) the Warrant Exercise Price converted into the United States dollars using the Bank of Canada daily US/Canadian dollar exchange rate on the last business day immediately preceding the Closing Date of the first tranche; and (ii) with respect to the second and each subsequent tranche, warrants to purchase that number of Common Shares determined in accordance with the following: (i) 20% of the aggregate principal amount of the Additional Convertible Notes issued in the applicable tranche, divided by (ii) the applicable warrant exercise price converted into the United States dollars using the Bank of Canada daily US/Canadian dollar exchange rate on the last business day immediately preceding the announcement of the applicable tranche for additional gross proceeds of up to an additional US$90,000,000 aggregate principal amount of Additional Convertible Notes, on terms and conditions subject to the Subscriber in its sole discretion, acting reasonably;

(h) the Corporation and the Subscriber, as applicable, entering into the Security Agreements, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, and such other security documents as the Purchaser may reasonably request in relation to the security interests granted by the Corporation to the Subscriber in respect of the Convertible Notes;

(i) the Corporation shall have obtained all required regulatory and corporate approvals, and all requisite third party consents, to complete the offering, issue and sale of the Convertible Notes and the Warrants;

(j) the Corporation shall pay the reasonable fees and expenses of Canadian legal counsel and U.S. legal counsel retained by the Subscriber from the gross proceeds of the Offering in an amount not exceeding US$[•] (exclusive of taxes and disbursements); and

(k) the Corporation complying, in all material respects, with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Closing Date.

The conditions contained in this section 5.1 of this Agreement are for the exclusive benefit of the Subscriber and are subject to fulfillment on or before the Closing Time unless waived, in whole or in part, by the Subscriber in its sole discretion by prior written notice given to the Corporation.

6. Acknowledgements and Agreements of the Subscriber

6.1 The Subscriber acknowledges and agrees that:

(a) none of the Securities have been or will be registered under the United States Securities Act of 1933, as amended, (the "1933 Act"), or under any securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly

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or indirectly, to any U.S. Person (as defined in Section 7.1(h), except in accordance with the provisions of Regulation S under the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;

(b) the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other applicable securities laws;

(c) the Issuer will refuse to register the transfer of any of the Securities to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with all applicable laws;

(d) the decision to execute this Agreement and to acquire the Securities has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with any Canadian provincial securities commissions (collectively, the “Public Record”);

(e) the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements of the Subscriber contained in this Agreement and the Questionnaires, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber will promptly notify the Issuer;

(f) there are risks associated with the purchase of the Securities, as more fully described in the Issuer’s periodic disclosure forming part of the Public Record;

(g) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of, and receive answers from, the Issuer in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer;

(h) a portion of this Offering may be sold pursuant to an agreement between the Issuer and one or more agents registered in accordance with applicable securities laws, in which case the Issuer will pay a fee and/or compensation securities on terms as set out in such agreement;

(i) finder’s fees or broker’s commissions may be payable by the Issuer to finders who introduce subscribers to the Issuer;

(j) all of the information which the Subscriber has provided to the Issuer is correct and complete and if there should be any change in such information prior to the applicable Closing, the Subscriber will immediately notify the Issuer, in writing, of the details of any such change;

(k) any resale of the Securities by the Subscriber will be subject to resale restrictions contained in the securities laws applicable to the Issuer, the Subscriber and any proposed transferee and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Securities;

(l) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable

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resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:

(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;

(m) there may be material tax consequences to the Subscriber of an acquisition or disposition of the Securities and the Issuer gives no opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber's acquisition or disposition of the Securities;

(n) the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing any of the Securities, as applicable, setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES WILL NOT TRADE THE SECURITIES BEFORE [four months and one day from the applicable Closing Date.]"

(o) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Securities pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Subscriber;

(p) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;

(q) there is no government or other insurance covering any of the Securities; and

(r) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer.

Representations, Warranties and Covenants of the Subscriber

7.1 By executing this Agreement, the Subscriber (on its own behalf and, including if applicable, on behalf of each Disclosed Principal) represents, warrants, covenants and acknowledges to and with the Corporation and its legal counsel (and acknowledges that the Corporation and its legal counsel is relying thereon) both at the date hereof and at the Closing Time, that:

(a) the Subscriber (i) has been duly organized under the laws of its jurisdiction of formation; (ii) has all requisite corporate power and capacity to carry on the business as now conducted; and (iii) has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement;

(b) the Subscriber is not a U.S. Person;

(c) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement and, unless such jurisdiction is British Columbia, the Subscriber is not resident in British Columbia;

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(d) the Subscriber is acquiring the Securities for its own account for investment purposes only and not with a view to any resale, distribution or other disposition;

(e) if the Subscriber is resident outside of Canada and the United States:

(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of any of the Securities and is purchasing the Securities in compliance with all applicable laws of the International Jurisdiction, including the securities laws of the International Jurisdiction;

(ii) the Subscriber is acquiring the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to acquire the Securities under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions; and

(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Securities.

(iv) the purchase of the Securities by the Subscriber does not trigger:

(A) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or

(B) any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and

(C) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably;

(v) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(vi) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

(vii) the Subscriber has received and carefully read this Agreement;

(viii) the Subscriber is purchasing the Securities as principal;

(f) the Subscriber confirms that the Subscriber and, if applicable, each Disclosed Principal:

(i) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Principal Amount;

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(ii) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber's decision to invest in the Securities and the Issuer;

(iii) is capable of assessing the proposed investment in the Convertible Notes as a result of the Subscriber's own experience or as a result of advise received from a person registered under applicable securities laws;

(iv) the Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;

(v) is aware of the characteristics of the Convertible Notes and the risks relating to an investment therein; and

(vi) is able to bear the economic risk of loss of its investment in the Convertible Notes;

(g) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or internet or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

(h) no person has made to the Subscriber any written or oral representations:

(i) that any person will resell or repurchase any of the Securities;

(ii) that any person will refund the purchase price of any of the Securities; or

(iii) as to the future price or value of any of the Securities.

(i) In this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.

8. Representations and Warranties will be Relied Upon by the Issuer

8.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer's Counsel in determining the Subscriber's eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificates representing the Securities, as applicable, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the applicable Closing Date with the same force and effect as if they had been made by the Subscriber on the applicable Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

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9. Representations, Warranties and Covenants of the Issuer

9.1 The Issuer hereby represents and warrants to the Subscriber (which representations and warranties will survive the applicable Closing) that:

(a) Incorporation. The Corporation (i) has been duly incorporated under the Business Corporations Act (British Columbia) and is up-to-date in all material corporate filings and in good standing under the Business Corporations Act (British Columbia); (ii) has all requisite corporate power and capacity to carry on the business as now conducted and to own, lease and operate its properties and assets, including its business assets; and (iii) has all requisite corporate power and authority to sell and issue the Convertible Notes, the Warrants and common shares underlying the Convertible Notes and the Warrants (the "Underlying Shares") and to enter into and carry out its obligations under this Agreement.

(b) Subsidiaries. The Corporation does not have any Subsidiaries. "Subsidiary" means collectively any subsidiaries of the Corporation, consisting of any corporation or other business entity in which the Corporation or one or more of its Subsidiaries, now or in the future, owns, directly or indirectly, sufficient equity or voting interests to enable it or them (as a group) to elect a majority of the directors (or persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by the Corporation or one or more of its Subsidiaries.

(c) Organization and Qualification. The Issuer is duly organized, validly existing and in good standing (where such concept exists) under the laws of the jurisdiction in which it is formed, and have the requisite power and authority to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted. The Issuer is duly qualified as a foreign entity or extra-provincial entity to do business and is in good standing (where such concept exists) in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, "Material Adverse Effect" means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Issuer, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents (as defined below) or any other agreements or instruments to be entered into in connection herewith or therewith, or (iii) the authority or ability of the Issuer to perform any of its obligations under any of the Transaction Documents. For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, trustee, executor, administrator, or other legal representative, an unincorporated organization, any other entity and any Governmental Entity (as defined below) or any department or agency thereof;

(d) Authorization; Enforcement; Validity. The Issuer has the requisite power and authority to enter into and perform its obligations under this Agreement, the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Issuer, and the consummation by the Issuer of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes and the Warrants, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Notes and Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Issuer's board of directors and other than any required filings with and applicable approvals from the applicable securities regulatory authorities of the provinces and territories of Canada (the "Securities Commissions") and the CSE, and filings as may be required by any Governmental Entity or self-regulatory organization, including the Financial Industry Regulatory Authority, Inc.

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(collectively, the "Required Approvals"), no further filing, consent or authorization is required by the Issuer, its board of directors or its shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party, will be prior to applicable Closing, duly executed and delivered by the Issuer, and each constitutes the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. "Transaction Documents" means, collectively, this Agreement, the Convertible Notes, the Warrants, the Security Documents and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time. "Governmental Entity" means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.

(e) Issuance of Securities. The Convertible Notes and Warrants have been duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued as fully paid and non-assessable and free from all pre-emptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively "Liens") with respect to the issuance thereof. As of the applicable Closing, the Issuer shall have reserved for issuance from its duly authorized share capital not less than the maximum number of Conversion Shares and Warrant Shares as may be issuable upon conversion of the Convertible Notes and exercise of the Warrants (assuming for purposes hereof that (x) the Convertible Notes are convertible at the Conversion Price and the Warrants are exercised at the Exercise Price (as defined in the Warrants) assuming a conversion in full of the Convertible Notes and an exercise of the Warrants in full as of the applicable Closing Date, and (y) any such conversion or exercise, respectively shall not take into account any limitations on the conversion of the Convertible Notes set forth in the Convertible Notes or on the exercise of the Warrants). Upon issuance or conversion in accordance with the Convertible Notes, the Conversion Shares, when issued, will be validly issued as fully paid and non-assessable and free from all pre-emptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Shares. Upon issuance or exercise in accordance with the Warrants, the Warrant Shares, when issued, will be validly issued as fully paid and non-assessable and free from all pre-emptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Shares. The Issuer is not generally in the business of trading in, or advising on, securities.

(f) Material Agreements: All material contracts have been included in the Disclosure Documents to the extent required by Canadian Securities Laws (as defined below) and the rules, policies and requirements of the CSE and each Material Agreement is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof against the Corporation. The Corporation has performed all obligations (including payment obligations) in all material respects and is in material compliance with all terms and conditions contained in each Material Agreement. The Corporation is not in violation, breach or default nor has it received any notification from any party claiming that the Corporation is in violation, breach or default under

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any Material Agreement and no other party, to the knowledge of the Corporation, is in breach, violation or default of any term under any Material Agreement.

(g) Books and Records: The books and records of the Corporation for the periods from its date of creation, incorporation or amalgamation, as the case may be, to the date hereof are the original, complete and accurate books and records of the Corporation in all material respects and contain copies of all proceedings (or certified copies thereof) of the shareholders, the board of directors and all committees of the board of directors of such entities and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committee of the board of directors to the date hereof not reflected in such books and records other than those which have been prepared in draft and have not yet been approved by the board of directors, those that have been disclosed to the Subscriber and those concerning the transactions contemplated by this Agreement.

(h) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes, the Warrants and the reservation for issuance of the Conversion Shares issuable upon conversion of the Convertible Notes and the Warrant Shares issuable upon exercise of the Warrants) will not (i) result in a violation of the Articles (as defined below), certificate of formation, memorandum of association, articles of association, by-laws or other organizational documents of the Issuer, or any share capital or other securities of the Issuer, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Issuer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, U.S. federal and state securities laws, Canadian Securities Laws (as defined below), and the rules and regulations of the CSE (the "Principal Market") and including all applicable foreign, federal, provincial and state laws, rules and regulations, including, without limitation, the laws, rules and regulations of the province of British Columbia and Canada) applicable to the Issuer or by which any property or asset of the Issuer is bound or affected, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not reasonably be expected to have a Material Adverse Effect.

(i) The Corporation has complied in all material respects with all applicable Canadian Securities Laws required to be complied with prior to the Closing Time in connection with the Offering. All filings and fees required to be made and paid by the Corporation pursuant to Canadian Securities Laws have been made and paid.

(j) Other than the Corporation, there is no person that is or will be entitled to the proceeds of the Offering under the terms of any Material Agreement, Debt Instrument, or other instrument or document (written or unwritten).

(k) Except as required pursuant to Canadian Securities Laws and policies of the CSE, the Corporation shall not disclose the name of the Subscriber in any press releases or other public disclosure relating to the Offering without the Subscriber's prior written consent.

(l) The Corporation: (i) is and at all times have been in full compliance with all Applicable Laws in all material respects; (ii) has not received any correspondence or notice from any Governmental Authority alleging or asserting material noncompliance with any Applicable Laws or Authorizations; (iii) possesses all material Authorizations required for the conduct of its respective business, and such Authorizations are valid and in full force and effect and the Corporation is not in material violation of any term of any such Authorization; (iv) has not

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received notice of any pending or threatened claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action from any Governmental Authority or third party alleging that any operation or activity of the Corporation is in violation of any Applicable Laws or Authorizations and have no knowledge or reason to believe that any such Governmental Authority or third party is considering any such claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action; (v) has not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations and/or will not grant any required Authorization and have no knowledge or reason to believe that any such Governmental Authority is considering such action; and (vi) has, or has had on its behalf, filed, declared, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations except where failure to do so would not reasonably be expected to have a Material Adverse Effect and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were safety corrected or supplemented by a subsequent submission);

(m) Reserved.

(n) Acknowledgment Regarding Subscriber's Purchase of Securities. The Issuer acknowledges and agrees that, to the knowledge of the Issuer, the Subscriber is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Subscriber is not (i) an officer or director of the Issuer, (ii) an "affiliate" (as defined in Rule 144) of the Issuer or (iii) a "beneficial owner" of more than 10% of the Common Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Issuer further acknowledges that the Subscriber is not acting as a financial advisor or fiduciary of the Issuer (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Subscriber or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Subscriber's purchase of the Securities. The Issuer further represents to the Subscriber that the Issuer's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Issuer and its respective representatives.

(o) No Integrated Offering. None of the Issuer or to the knowledge of the Issuer, any of its affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of shareholders of the Issuer for purposes of Canadian Securities Laws or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market or any other exchange or automated quotation system on which any of the securities of the Issuer are listed or designated for quotation. None of the Issuer nor any Person acting on its behalf will knowingly take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Issuer.

(p) Dilutive Effect. The Issuer further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Convertible Notes and issue Warrant Shares pursuant to the Warrants in accordance with this Agreement, the Convertible Notes and the Warrants is, in each case, subject to the limitations on conversion, exercise or issuance, as applicable, described in Section 1.10 and the rules and policies of the Principal Market and contained in the terms of the

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Convertible Notes and this Agreement, and is unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Issuer.

(q) Disclosure Documents; Financial Statements. The Issuer is a “reporting issuer” or the equivalent thereof in each of the Reporting Jurisdictions (as defined below) where such concept exists, is not on the list of defaulting reporting issuers maintained by the Securities Commissions in each such Reporting Jurisdiction that maintains such a list, all disclosure and filings on the public record and fees required to be made and paid by the Issuer pursuant to the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and published interpretation notes of, the securities regulatory authorities of the provinces and territories of Canada (the “Canadian Securities Laws”) have been made and paid, and the Issuer has not filed any confidential material change reports. Since December 31, 2024, the Issuer has filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities Commissions in the Reporting Jurisdictions pursuant to the reporting requirements of Canadian Securities Laws (all of the foregoing filed prior to the date hereof and as of each Closing Date and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Disclosure Documents”). Since December 31, 2024, as of the time the Disclosure Documents were filed with the applicable Securities Commissions and on SEDAR+ (System for Electronic Document Analysis and Retrieval+) (or, if amended, restated or superseded by a filing prior to the date of this Agreement), (i) each of the Disclosure Documents complied in all material respects with the requirements of applicable Canadian Securities Laws, and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Issuer included in the Disclosure Documents (the “Financial Statements”) since December 31, 2024: (i) complied in all material respects with applicable accounting requirements and the published rules and regulations of applicable Canadian Securities Laws with respect thereto as in effect as of the time of filing, (ii) were prepared in accordance with International Financial Reporting Standards (“IFRS”), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such Financial Statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and (iii) fairly present in all material respects the financial position of the Issuer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Issuer or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known to the Issuer as of the date hereof and as of each Closing Date, and there are no obligations or contingent liabilities that are required to be recognized in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, which have not been appropriately accounted for or disclosed in the Financial Statements or otherwise. No other information provided by or on behalf of the Issuer to the Subscriber which is not included in the Disclosure Documents (including, without limitation, information referred to in the disclosure schedules to this Agreement) contains any misrepresentations (as defined under Canadian Securities Laws), and constitute and will constitute full, true and plain disclosure of all material facts relating to the Securities and to the Issuer. The Issuer is not currently contemplating to amend or restate any of the Financial Statements (including, without limitation, any notes or any letter of the independent accountants of the Issuer with respect thereto) included in the Disclosure Documents, nor is the Issuer currently aware of facts or circumstances which would require the Issuer to amend or restate any of the Financial Statements, in each case, in order for any of the Financial Statements to be in compliance with IFRS and the rules and regulations of the Principal Market and Canadian Securities Laws. The Issuer has not been informed by its independent accountants that they

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recommend that the Issuer amend or restate any of the Financial Statements or that there is any need for the Issuer to amend or restate any of the Financial Statements. “Reporting Jurisdictions” means the Provinces of British Columbia, Alberta and Ontario.

(r) Absence of Certain Changes. Since the date of the Issuer’s most recent Disclosure Document filed on SEDAR+, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Issuer. Except as set forth on Schedule 9.1(r) of this Agreement, since the date of the Issuer’s most recent audited Financial Statements filed on SEDAR+, the Issuer has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business, (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business or (iv) made any revaluation of any of its respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets other than in the ordinary course of business. The Issuer has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Issuer have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Issuer is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at applicable Closing, will not be Insolvent (as defined below). For purposes of this Section 9.1(r), “Insolvent” means, (i) with respect to the Issuer, (A) the present fair saleable value of the Issuer’s assets is less than the amount required to pay the Issuer’s total Indebtedness (as defined below), (B) the Issuer is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Issuer intends to incur or believe that it will incur debts that would be beyond its ability to pay as such debts mature; and (ii) with respect to the Issuer (A) the present fair saleable value of the Issuer’s assets is less than the amount required to pay its respective total Indebtedness, (B) the Issuer is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Issuer intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. The Issuer has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Issuer’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

(s) No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Issuer or any of its respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that could reasonably be expected to result in a Material Adverse Effect.

(t) Conduct of Business; Regulatory Permits. The Issuer is not in violation of any term of or in default under its Articles, any certificate of designation, preferences or rights of any other outstanding series of preferred shares of the Issuer or its organizational charter, certificate of formation, memorandum of association, articles of association, certificate of incorporation or by- laws, respectively. The Issuer is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Issuer, and the Issuer will not conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Issuer is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Shares by the Principal Market in the foreseeable

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future. Since January 1, 2025 and as of the applicable Closing Date, (i) the Common Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Common Shares has not been suspended by the Securities Commissions or the Principal Market and (iii) the Issuer has received no communication, written or oral, from the Securities Commissions or the Principal Market regarding the suspension or delisting of the Common Shares from the Principal Market. The Issuer possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct its respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and the Issuer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Issuer or to which the Issuer is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Issuer, any acquisition of property by the Issuer or the conduct of business by the Issuer as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Issuer.

(u) Transactions With Affiliates. No current employee, partner, director, or officer of the Issuer, or, to the knowledge of the Issuer, any shareholder (direct or indirect) or any associate or affiliate of any of the foregoing, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, (i) a party to any transaction with the Issuer (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or shareholder or such associate or affiliate (other than for ordinary course services as employees, officers or directors of the Issuer)) except as disclosed on Schedule 9.1(u) of this Agreement or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Issuer (except for a passive investment (direct or indirect) in less than 5% of the common equity of a company whose securities are traded on or quoted through a stock exchange), nor does any such Person receive income from any source other than the Issuer which relates to the business of the Issuer or should properly accrue to the Issuer. No employee, officer, shareholder or director of the Issuer or member of his or her immediate family is indebted to the Issuer, nor is the Issuer's indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Issuer, and (iii) for other standard employee benefits made generally available to all employees or executives (including share option agreements outstanding under any share option plan approved by the board of directors of the Issuer).

Equity Capitalization.

(v) Definitions:

(A) "Common Shares" means (x) the Issuer's Common Shares as presently constituted, no par value per share, and (y) any share capital into which such Common Shares shall have been changed or any share capital resulting from a reclassification of such Common Shares.

(w) Authorized and Outstanding Share Capital. As of the date of this Agreement, the authorized share capital of the Issuer consists of an unlimited number of Common Shares, of which 32,493,960 Common Shares are issued and outstanding and 12,575,155 Common Shares are reserved for issuance pursuant to Common Share Equivalents (other than the Note). "Common Share Equivalents" means any security of the Issuer that is at any time and under any

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circumstances directly or indirectly convertible into, exercisable or exchangeable for, or convertible into, Common Shares.

(x) Valid Issuance; Available Shares; Affiliates. All of the Issuer's issued and outstanding Common Shares are duly authorized and have been validly issued as fully paid and non-assessable. Schedule 9.1(x) of this Agreement sets forth the number of Common Shares that are, to the knowledge of the Issuer, as of the date of this Agreement, owned by Persons who are "affiliates" (as defined in Rule 405 under the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Issuer's issued and outstanding Common Shares are "affiliates" without conceding that any such Persons are "affiliates") of the Issuer. Except as set forth on Schedule 9.1(x) of this Agreement, to the Issuer's knowledge, no Person owns 10% or more of the Issuer's issued and outstanding Common Shares (calculated based on the assumption that all Common Share Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including "blockers") contained therein without conceding that such identified Person is a 10% shareholder).

(y) Existing Securities; Obligations. Except as set forth on Schedule 9.1(y) of this Agreement: (A) none of the Issuer's shares, interests or share capital is subject to pre-emptive rights or any other similar rights or Liens suffered or permitted by the Issuer; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital of the Issuer, or contracts, commitments, understandings or arrangements by which the Issuer is or may become bound to issue additional shares, interests or share capital of the Issuer or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital of the Issuer; (C) there are no agreements or arrangements under which the Issuer is obligated to qualify for distribution by way of prospectus the sale or resale of any of its securities under Canadian Securities Laws or under the 1933 Act; (D) there are no outstanding securities or instruments of the Issuer which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Issuer is or may become bound to redeem a security of the Issuer; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) the Issuer does not have any share appreciation rights or "phantom share" plans or agreements or any similar plan or agreement.

(z) Reserved.

(aa) Indebtedness and Other Contracts. Except as disclosed on Schedule 9.1(aa) of this Agreement, the Issuer, (i) does not have any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Issuer or by which the Issuer is or may become bound, (ii) is not a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) does not have any financing statements securing obligations in any amounts filed in connection with the Issuer; (iv) is not in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is not a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Issuer's officers, has or is expected to have a Material Adverse Effect. The Issuer does not have any liabilities or obligations required to be disclosed in the Disclosure Documents which are not so disclosed in the Disclosure Documents, other than those incurred in the ordinary course of the Issuer's businesses and which, individually or in the

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aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) "Indebtedness" of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, "capital leases" in accordance with IFRS) (other than trade payables entered into in the ordinary course of business, consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with IFRS, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations (as defined below) in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) "Contingent Obligation" means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(bb) Litigation. There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Issuer, threatened, against or affecting the Issuer or, to the Issuer's knowledge, any of the Issuer's officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule 9.1(bb) of this Agreement. No director, officer or employee of the Issuer has engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Issuer, there is not pending or contemplated, any investigation by the Securities Commissions involving the Issuer or any director or officer of the Issuer. The Issuer is not subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity. There has not been, and to the knowledge of the Issuer, there is not pending or contemplated, any investigation by the United States Securities and Exchange Commission or any of the Securities Commissions involving the Issuer or any director or officer of the Issuer.

(cc) Insurance. The Issuer is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Issuer believes to be prudent and customary in the businesses in which the Issuer is engaged. The Issuer has not been refused any insurance coverage sought or applied for, and the Issuer has no reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

Employee Relations.

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(dd) The Issuer is not a party to any collective bargaining agreement or employs any member of a union.

(ee) The Issuer believes that its relations with its employees are good. No current executive officer (as defined in the Canadian Securities Laws) or other key employee of the Issuer has notified the Issuer that such officer intends to leave the Issuer or otherwise terminate such officer’s employment with the Issuer.

(ff) To the knowledge of the Issuer, no current (or former) executive officer or other key employee of the Issuer is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and, to the knowledge of the Issuer, the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Issuer to any liability with respect to any of the foregoing matters.

(gg) The Issuer is in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(hh) Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the for the benefit of any current or former director, officer, employee or consultant of the Corporation (the “Employee Plans”) has been maintained in compliance with its terms and with the requirements prescribed by any and all Applicable Laws to such Employee Plans, in each case in all material respects.

(ii) All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Corporation.

(jj) There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding, or to the knowledge of the Corporation, threatened or pending, against the Corporation which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Corporation and no union representation exists for the employees of the Corporation and no collective bargaining agreement is in place or being negotiated by the Corporation.

(kk) The Corporation has good, valid and marketable title to and has all necessary rights in respect of all of its business assets as owned, leased, licensed, loaned, operated or used by it or over which it has rights, free and clear of any Liens (other than any restrictions pursuant to the terms of the licences), and as are necessary for the conduct of the Business as currently conducted. The Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Corporation to use, transfer, lease, license, operate, develop, sell or otherwise exploit such business assets and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the business assets. Other than pursuant to the terms of the licences the Corporation does not have any obligation to pay any commission, license fee or similar payment to any person in respect of the business assets.

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(ll) Real Property. The Issuer does not hold any real property, leases in real property, facilities or other interests in real property (the "Real Property").

(mm) Reserved.

Intellectual Property Rights.

(nn) The Issuer owns or possesses adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor ("Intellectual Property Rights") necessary to conduct its respective businesses as now conducted and presently proposed to be conducted. To the knowledge of the Issuer it does not hold any patents. Except as set forth in Schedule 9.1(nn), none of the Issuer's Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement. The Issuer does not have any knowledge of any infringement by the Issuer of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Issuer, being threatened, against the Issuer regarding its Intellectual Property Rights. The Issuer is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Issuer has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights.

(oo) To the extent any intellectual property owned by the Corporation has been created in whole or in part by current or past employees, consultants or independent contractors, any rights therein of such persons have been irrevocably assigned in writing to the Corporation, and no such person has asserted any claim in respect of any moral rights in such person's contribution to such intellectual property or component thereof and all such moral rights have been waived by such persons.

(pp) Reserved.

(qq) Reserved.

(rr) Reserved.

(ss) Tax Status. Since December 31, 2024, the Issuer (i) has timely made or filed all foreign, federal, provincial and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Issuer know of no basis for any such claim.

(tt) Internal Accounting and Disclosure Controls. The Issuer has established and maintains a system of internal accounting controls and internal control over financial reporting (as defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109")) which is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Issuer has established and maintains a system of disclosure controls and procedures (as defined in NI 52-109) that are effective in ensuring that information required to be disclosed

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by it under Canadian Securities Laws will be recorded, processed, summarized and reported within the time periods specified by Canadian Securities Laws. The unaudited interim consolidated financial statements of the Corporation as at and for the three and six months ended June 2025 and 2024, together with the related notes thereto (the "Interim Financial Statements"), contain no misrepresentations, present fairly, in all material respects, the consolidated financial position of the Corporation as at the dates thereof and the consolidated statement of operations, comprehensive income (loss), changes in shareholder's equity and cash flows for the periods then ended and contain and reflect adequate provisions or allowances for all reasonably anticipated liabilities, expenses and losses, and have been prepared in accordance with International Financial Reporting Standards, applied on a consistent basis throughout the periods involved. Since June 30, 2025, other than as disclosed in the Disclosure Documents or in connection with the Offering:

(i) there has not been any material change in the assets, properties, affairs, prospects liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation;

(ii) there has not been any material change in the capital stock or long-term debt of the Corporation; and

(iii) the Corporation has carried on its business in the ordinary course;

(uu) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Issuer and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Issuer in its filings pursuant to Canadian Securities Laws or the rules and regulations of the Principal Market and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

(vv) Acknowledgement Regarding Subscriber's Trading Activity. It is understood and acknowledged by the Issuer that (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, the Subscriber has not been asked by the Issuer to agree, nor has the Subscriber agreed with the Issuer, to desist from effecting any long transactions in or with respect to any securities of the Issuer or to hold any of the Securities for any specified term; and (ii) the Subscriber may rely on the Issuer's obligation to timely deliver Common Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Shares of the Issuer. The Issuer further understands and acknowledges that, only as permitted pursuant to Section 5.1(u) above, following the public disclosure of the transactions contemplated by the Transaction Documents in accordance with the Canadian Securities Laws, the Subscriber may engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable Common Shares) at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Conversion Shares deliverable with respect to the Convertible Notes or Warrant Shares deliverable with respect to the Warrants are being determined and such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable Common Shares), if any, can reduce the value of the existing shareholders' equity interest in the Issuer both at and after the time the hedging and/or trading activities are being conducted. The Issuer acknowledges that such aforementioned hedging and/or trading activities, to the extent in compliance with Section 5.1(u) above, do not constitute a breach of this Agreement, the Convertible Notes or any other Transaction Document or any of the documents executed in connection herewith or therewith.

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(ww) Manipulation of Price. Other than as set forth on Schedule 9.1(ww), the Issuer has not, and, to the knowledge of the Issuer, no Person acting on its behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Issuer to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Issuer or (iv) paid or agreed to pay any Person for research services with respect to any securities of the Issuer.

(xx) Reserved.

(yy) Illegal or Unauthorized Payments; Political Contributions. Neither the Issuer nor, to the Issuer's knowledge, any of the officers, directors, employees, agents or other representatives of the Issuer or any other business entity or enterprise with which the Issuer is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Issuer.

(zz) Money Laundering. Since December 31, 2024, the operations of the Issuer are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Issuer conducts business (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer with respect to the Money Laundering Laws is pending or, to the knowledge of the Issuer, threatened.

(aaa) Share Option Plans. Each share option granted by the Issuer was granted (i) in accordance with the terms of the applicable share option plan of the Issuer and (ii) with an exercise price at least equal to the fair market value of the Common Shares on the date such share option would be considered granted under IFRS and applicable law. No share option granted under the Issuer's share option plan has been backdated. The Issuer has not knowingly granted, and there is no and has been no policy or practice of the Issuer to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Issuer or its financial results or prospects.

(bbb) No Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the Issuer to arise, between the Issuer and the accountants and lawyers formerly or presently employed by the Issuer and the Issuer is current with respect to any fees owed to its accountants and lawyers which could affect the Issuer's ability to perform any of its obligations under any of the Transaction Documents.

(ccc) Ranking of Notes. The Convertible Notes will rank senior to all outstanding and future unsecured indebtedness of the Issuer, and will be secured by (a) a first priority perfected security interest in the Collateral as evidenced by the Security Agreement, and (b) account control agreements with respect to certain Ethereum accounts described in the Security Agreement, in form and substance acceptable to the Subscriber, duly executed by the Issuer and each depositary bank in which each such account is maintained (the "Custodian Control Agreement", and together with the Security Agreement, and the other security documents and agreements entered into in connection with this Agreement and each of such other documents and agreements, as

each may be amended or modified from time to time, collectively, the "Security Documents"). All payments due under the Convertible Notes (a) shall rank pari passu with all other Convertible Notes and (b) shall be senior to all other Indebtedness of the Issuer secured by any of the Collateral (as defined in the Security Agreement).

(ddd) Cybersecurity. The Issuer's information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, "IT Systems") are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Issuer as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that, to the knowledge of the Issuer, would reasonably be expected to have a Material Adverse Effect on the Issuer's business. The Issuer has implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including "Personal Data," used in connection with its businesses. "Personal Data" means information about an identifiable individual, but does not include the name, title, or business address of an employee of the Issuer, and includes (i) a natural person's name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver's license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as "personally identifying information" under the Federal Trade Commission Act, as amended; (iii) "personal data" as defined by the European Union General Data Protection Regulation ("GDPR") (EU 2016/679); (iv) any information which would qualify as "protected health information" under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, "HIPAA"); and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person's health or sexual orientation. To the knowledge of the Issuer, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Issuer, the Issuer is presently in compliance with all applicable laws or statutes, including the Personal Information Protection and Electronic Documents Act (Canada) (S.C. 2000, c. 5) ("PIPEDA"), and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(eee) Compliance with Data Privacy Laws. The Issuer is, and at all prior times was, in compliance with all applicable federal, provincial and state data privacy and security laws and regulations, including without limitation HIPAA and PIPEDA and the Issuer has taken commercially reasonable actions to prepare to comply with, and since December 31, 2024, have been and currently are in compliance with, the GDPR (EU 2016/679) (collectively, the "Privacy Laws") except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy Laws, the Issuer has in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with its policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the "Policies"). The Issuer has at all times made all disclosures to users or customers required by

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applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Issuer, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. The Issuer further certifies that it: (i) has not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is not currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is not a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(fff) Disclosure. The Issuer confirms that neither it nor any other Person acting on its behalf has provided the Subscriber or the Subscriber's agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Issuer, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Issuer understands and confirms that the Subscriber will rely on the foregoing representations in effecting transactions in securities of the Issuer. All disclosure provided to the Subscriber regarding the Issuer, its businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Issuer is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished by or on behalf of the Issuer to the Subscriber pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Issuer since December 31, 2024 did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Issuer or its business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Issuer but which has not been so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Issuer and made available to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to the Subscriber, the Issuer's best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results).

(ggg) Restriction on Transfer of Assets. The Issuer shall not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any Collateral (as defined in the Security Agreement) without the consent of the Subscriber. For the avoidance of doubt, the Issuer shall not transfer any assets or rights of the Issuer to any current or future Subsidiary without the prior written consent of the Subscriber.

10. Acknowledgement and Waiver

10.1 The Subscriber acknowledges that the decision to acquire the Convertible Notes and Warrants was solely made on the basis of the Public Record. Other than for the rights set forth in Appendix B of the Canadian Accredited Investor Certificate, if applicable, the Subscriber hereby waives, to the fullest extent permitted by law,

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any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Securities.

11. Collection of Personal Information

11.1 The Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber's personal information for the purpose of fulfilling this Agreement and completing the Offering. The Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Issuer to (a) stock exchanges or securities regulatory authorities, (b) the Issuer's registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be purchasing Notes and Warrants as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Issuer, all as may be required by the Issuer in order to comply with the foregoing.

Furthermore, the Subscriber is hereby notified that:

(a) the Issuer may deliver to any securities commission having jurisdiction over the Issuer, the Subscriber or this subscription, including any Canadian provincial securities commissions, the United States Securities and Exchange Commission and/or any state securities commissions (collectively, the "Commissions") certain personal information pertaining to the Subscriber, including such Subscriber's full name, residential address and telephone number, the number of shares or other securities of the Issuer owned by the Subscriber, the number of Securities purchased by the Subscriber and the total purchase price paid for such Securities, the prospectus exemption relied on by the Issuer and the date of distribution of the Securities;

(b) such information is being collected indirectly by the Commissions under the authority granted to them in securities legislation;

(c) such information is being collected for the purposes of the administration and enforcement of applicable securities laws; and

(d) the Subscriber may contact the public official in the local jurisdiction with respect to questions about the indirect collection of such information at the following address and telephone number:

Attention: FOIP Coordinator	Attention: FOI Inquiries	Attention: Inquiries Officer
Alberta Securities Commission	British Columbia Securities Commission	Ontario Securities Commission
Suite 600	P.O. Box 10142, Pacific Centre	20 Queen Street West, 22nd Floor
250 – 5th Street SW	701 West Georgia Street
Calgary, AB T2P 0R4	Vancouver, BC V7Y 1L2	Toronto, ON M5H 3S8

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Telephone: 403-297-6454 Telephone: 604-899-6854 Telephone: 416-593-8314

12. Costs

12.1 The Corporation shall pay the reasonable fees and expenses of Canadian legal counsel and U.S. legal counsel retained by the Subscriber from the gross proceeds of the Offering in an amount not to exceed $[●] (exclusive of taxes and disbursements).

13. Governing Law

13.1 This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

14. Survival

14.1 This Agreement, including, without limitation, the representations, warranties and covenants contained herein, will survive and continue in full force and effect and be binding upon the Issuer and the Subscriber, notwithstanding the completion of the purchase of the Securities by the Subscriber.

15. Assignment

15.1 This Agreement is not transferable or assignable.

16. Severability

16.1 The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

17. Entire Agreement

17.1 Except as expressly provided in this Agreement, the Note Certificate, the Warrant Certificate and the Security Agreement and in the exhibits, agreements, instruments and other documents attached hereto or contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Securities, and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Issuer or by anyone else.

18. Enurement.

18.1 This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors (including any successor by reason of the amalgamation or merger of any party) and permitted assigns.

19. Amendment.

19.1 Except as otherwise provided herein, this Agreement may only be amended by a written agreement among the Corporation and the Subscriber

20. Further Assurances.

20.1 Each party hereto from time to time at the request of the other party hereto, whether before or after Closing Time, shall do such further acts and execute and deliver such further instruments, deeds and documents

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as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder.

21. No Partnership.

21.1 Nothing herein shall constitute or be construed to constitute a partnership of any kind whatsoever between the Subscriber and the Corporation.

22. Notices

22.1 All notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication, including facsimile, electronic mail or other means of electronic communication capable of producing a printed copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page 3 of this Agreement and notices to the Issuer will be directed to it at the address of the Issuer set forth on page 4 of this Agreement.

23. Beneficial Subscribers

23.1 Whether or not explicitly stated in this Agreement, any acknowledgement, representation, warranty, covenant or agreement made by the Subscriber in this Agreement, including the exhibits hereto, will be treated as if made by the Disclosed Principal, if any.

24. Execution of Subscription Agreement

24.1 The Issuer and the Issuer's Counsel will be entitled to rely on delivery by facsimile machine or other means of electronic communication capable of producing a printed copy of an executed copy of this Agreement, and acceptance by the Issuer of such facsimile or electronic copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with the terms thereof. If less than a complete copy of this Agreement is delivered to the Issuer or the Issuer's Counsel prior to or at the initial Closing, the Issuer and the Issuer's Counsel are entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions of the pages not delivered prior to or at the initial Closing unaltered.

25. Counterparts and Electronic Means

25.1 This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date of this Agreement.

26. Time of Essence.

26.1 Time shall be of the essence of this Agreement.

27. Exhibits

27.1 The exhibits attached hereto form part of this Agreement.

28. Indemnity

28.1 The Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or

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investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Agreement, the Questionnaires, as applicable, or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith.

28.2 The Corporation acknowledges that the Subscriber is relying upon the representations, warranties, acknowledgements and covenants of the Corporation set forth herein (including the schedules attached hereto) in determining to purchase Convertible Notes under the Offering, and the Corporation hereby agrees to indemnify and hold harmless the Subscriber and its respective directors, officers, employees, advisers, affiliates, shareholders, representatives and agents from and against all losses, claims, costs, expenses, damages or liabilities that they may suffer or incur as a result of or in connection with their reliance on such representations, warranties, acknowledgements and covenants of the Corporation contained herein or in any document furnished by the Corporation to the Subscriber (other than the Investment Agreement) in connection herewith being untrue in any material respect or any breach or failure by the Corporation to comply with any covenant or agreement made by the Corporation herein or in any document furnished by the Corporation to the Subscriber in connection herewith (other than the Investment Agreement). The Corporation undertakes to immediately notify the Subscriber of any change in any statement or other information relating to the Corporation set forth herein or in any materials provided by the Corporation to the Subscriber that occurs prior to the Closing Time.

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EXHIBIT A

CANADIAN ACCREDITED INVESTOR CERTIFICATE

TO: REPUBLIC TECHNOLOGIES INC. (the “Company”)

RE: Purchase of Convertible Notes (the “Purchased Securities”) of the Issuer

The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or legal advisor before completing this certificate.

Capitalized terms not specifically defined in this Exhibit A have the meanings ascribed to them in the Subscription Agreement to which this Exhibit A is attached.

In connection with the purchase by the undersigned Subscriber of the Purchased Securities, the Subscriber hereby represents, warrants, covenants and certifies to the Company (and acknowledges that the Company and its counsel are relying thereon) that:

(a) the Subscriber is resident in or otherwise subject to the securities laws of one of the Provinces or Territories of Canada;

(b) the Subscriber is purchasing the Purchased Securities as principal for its own account and not for the benefit of any other person or is deemed to be purchasing as principal pursuant to NI 45-106;

(c) the Subscriber is, and at the Closing Time, will be, an “accredited investor” within the meaning of NI 45-106 or Section 73.3 of the Securities Act (Ontario) on the basis that the undersigned fits within one of the categories of an “accredited investor” reproduced below beside which the undersigned has indicated the undersigned belongs to such category;

(d) the Subscriber was not created or is not used, solely to purchase or hold securities as an accredited investor as described in paragraph (m) below; and

(e) upon execution of this Exhibit A by the Subscriber, including, if applicable, Appendix 1 to this Exhibit A, this Exhibit A shall be incorporated into and form a part of the Subscription Agreement.

(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)

NOTE: If you check the box beside paragraphs (j), (k) or (l) below, you must complete and execute Appendix 1 to this Exhibit A.

☐ (a) a Canadian financial institution, or a Schedule III bank (or in Ontario, a bank listed in Schedule I, II, or III of the Bank Act (Canada));

☐ (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

☐ (c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

(d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;

(e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

(f) the Government of Canada or a jurisdiction of Canada, or any crown Company, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

(g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;

(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

(i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

(j) an individual who, either alone or with a spouse, beneficially owns, financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$1,000,000;

If you check beside paragraph (j) above, you must complete and execute Appendix 1 to this Exhibit A.

(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$5,000,000;

(k) an individual whose net income before taxes exceeded C$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded C$300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

If you check beside paragraph (k) above, you must complete and execute Appendix 1 to this Exhibit A.

(l) an individual who, either alone or with a spouse, has net assets of at least C$5,000,000;

If you check beside paragraph (l) above, you must complete and execute Appendix 1 to this Exhibit A.

(m) a person, other than an individual or investment fund, that has net assets of at least C$5,000,000 as shown on its most recently prepared financial statements;

(n) an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;

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☐ (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;

☐ (p) a trust company or trust Company registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust Company, as the case may be;

☐ (q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

☐ (r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

☐ (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;

☐ (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

☐ (u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

☐ (v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or

☐ (w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

For the purposes hereof, the following definitions are included for convenience:

A. “bank” means a bank named in Schedule I or II of the Bank Act (Canada);

B. “Canadian financial institution” means (i) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or (ii) a bank, loan Company, trust company, trust Company, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or credit union league or federation that, in each case, is authorized by an enactment of a statute of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

C. “company” means any Company, incorporated association, incorporated syndicate or other incorporated organization;

D. “entity” means a company, syndicate, partnership, trust or unincorporated organization;

E. “financial assets” means (i) cash, (ii) securities, or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

F. “founder” means, in respect of an issuer, a person who, (i) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially

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35

reorganizing the business of the issuer, and (ii) at the time of the distribution or trade is actively involved in the business of the issuer;

G. “fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

H. “individual” means a natural person, but does not include a partnership, unincorporated association, unincorporated organization, trust, or a natural person in his or her capacity as trustee, executor, administrator or other legal personal representative;

I. “investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an employee venture capital Company that does not have a restricted constitution, and is registered under Part 2 of the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making multiple investments and a venture capital Company registered under Part 1 of the Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429 whose business objective is making multiple investments;

J. “person” includes (a) an individual, (b) a Company, (c) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and (d) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

K. “related liabilities” means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets or (ii) liabilities that are secured by financial assets;

L. “Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

M. “spouse” means an individual who (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (iii) in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

N. “subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

In NI 45-106 a person or company is an affiliate of another person or company if one is a subsidiary of the other, or if each of them is controlled by the same person or company.

In NI 45-106 and except in Part 2 Division 4 of NI 45-106, a person (first person) is considered to control another person (second person) if (a) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person.

In NI 45-106 a trust company or trust Company described in paragraph (p) above of the definition of “accredited investor” (other than in respect of a trust company or trust Company registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada) is deemed to be purchasing as principal.

In NI 45-106 a person described in paragraph (q) above of the definition of “accredited investor” is deemed to be purchasing as principal.

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The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Company prior to the Closing Time.

DATED: _________

SIGNED: _________

X Witness (if Subscriber is an individual)

Print the name of Witness

Print the name of Subscriber

If Subscriber is not an Individual,
print name and title of Authorized Signing Officer

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37

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[Redacted: Wire Transfer Instruction]
40

EXHIBIT B

WIRE TRANSFER INSTRUCTIONS

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SCHEDULE "B"

Form of Convertible Note

(See attached)

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE •, 2026.

REPUBLIC TECHNOLOGIES INC.

SENIOR SECURED CONVERTIBLE NOTE DUE •, 2027

NOTE

CERTIFICATE NUMBER: •
PRINCIPAL AMOUNT: US$•

REPUBLIC TECHNOLOGIES INC., a corporation incorporated under the laws of the Province of British Columbia (the “Borrower”), for value received, hereby acknowledges itself indebted and promises to pay to or to the order of • as nominee for • (hereinafter referred to as the “Lender” or the “Noteholder”), the principal amount of • dollars (USD$•) (the “Principal Amount”) in lawful money of the United States of America in the manner hereinafter provided at the foregoing address of the nominee, or at such other place or places as the Lender may designate by notice in writing to the Borrower, on •, 2027, or such earlier date as the Principal Amount may become due and payable (the “Maturity Date”). The Notes are issued at an original issue discount equal to 10% of the aggregate Principal Amount of the Notes (the “OID”).

The Noteholder has the right, from time to time and at any time on or prior to 5:00 p.m. (Eastern Standard time) on the earlier of: (i) the • Business Day (as defined herein) immediately preceding the Maturity Date; and (ii) the Business Day prior to any repurchase of the Note in accordance with the terms thereof, to convert all or any portion of the outstanding Principal Amount into Shares (as defined herein), at a price, with respect to the Principal Amount, equal to the Conversion Price (as defined herein), subject to adjustment in certain events.

Subject to the terms and conditions of this Note, unless the Lender exercises the Conversion Right (as defined herein) or there is any repurchase of the Note in accordance with the terms thereof, the Principal Amount owing, or the portion of the Principal Amount which has yet to be converted (the “Obligations”) shall be due and payable on the Maturity Date in accordance with the terms thereof. This Note is issued subject to the terms and conditions appended hereto as Schedule A. To further ensure the repayment of the Principal Amount as provided in this Note, the Borrower has agreed to secure the obligations of the Borrower set out herein and shall, concurrent with the execution and delivery of this Note by the Borrower, execute and deliver the Security Documents (as defined herein) in form and substance satisfactory to the Lender. The collateral subject to the security granted in favour of the Lender shall be held by the Custodian (as defined herein) for and on behalf of the Lender in accordance with the Account Control Agreement (as defined herein).

(signature page follows)

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IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by a duly authorized officer.

DATED for reference this __ day of __, 202_

REPUBLIC TECHNOLOGIES INC.

By:
Name: [redacted]
Title: [redacted]
Properly authorized representative

(See terms and conditions attached hereto)

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[Redacted: Name and title of the signatory]

Schedule A – Terms and Conditions for the Senior Secured Convertible Note

ARTICLE 1 – INTERPRETATION

Section 1.1 Definitions

In this Agreement:

(1) “Acceptable ETH Price Range” means the apex of the ETH/USD reference price, , commencing on the date and time (as referenced in the withdrawal confirmation notice from ) at which the Company withdraws USDC from the Deposit Account pursuant to a Permitted Collateral Withdrawal, and ending on the date and time (in all cases, not to exceed three (3) Business Days) at which the Company deposits the ETH acquired with the USDC back into the Deposit Account, ;

(2) “Account Control Agreement” means the account control agreement dated on or about the date hereof, made by and among, the Borrower, the Lender, and the Custodian, in respect of the Deposit Account of the Borrower;

(3) “Facility” means all of the Borrower's ETH stored on the Closing Date, and at any time thereafter, at the facility of the Custodian., located at , pursuant to the Custodial Services Agreement;

(4) “Business” means the business of the Borrower as currently carried on which includes but is not limited to; (i) leveraging blockchain infrastructure to build secure, verifiable data infrastructure to operate attestation services powered by validator infrastructure and (ii) establishing a ETH-denominated treasury in order to hold and stake ETH to power the attestation process;

(5) “Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Canada are not open for business;

(6) “Canadian Offering Jurisdictions” means each of the provinces and territories of Canada;

(7) “Canadian Securities Laws” means, the Securities Act (Ontario) and, the securities laws and regulations in each of the Canadian Offering Jurisdictions, all written instruments, rules and orders having the force of law of the securities regulators or regulatory authorities in each of the Canadian Offering Jurisdictions, as applicable, and the rules and regulations and policies of any Canadian securities regulatory authority administering such securities laws, and the rules and policies of the Exchange, as the same shall be in effect from time to time;

(8) “Capital Lease” means a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with the accounting standards applicable to such lessee;

(9) “Capital Reorganization” has the meaning attributed thereto in Section 4.3(1)(j);

(10) “Change of Control” means

(a) any transaction (whether by purchase, merger or otherwise) whereby a Person or Persons acting jointly or in concert (within the meaning of applicable Canadian Securities Laws) directly or indirectly acquires the right to cast, at a general meeting of shareholders of the Borrower, more than 50% of the votes attached to the voting shares of the Borrower (including, for certainty, the votes attached to the multiple voting shares in the capital of the Corporation, as applicable) that may be ordinarily cast at a general meeting;

(b) the Borrower's arrangement, amalgamation, consolidation or merger with or into any other Person, or any merger of another Person into the Borrower, unless the holders of voting securities of the Borrower immediately prior to such arrangement, amalgamation, consolidation or merger hold

[Redacted: Commercially Sensitive Information - Pricing Reference and the name and address of the Custodian]

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securities representing 50% or more of the voting control or direction in the Borrower or the successor entity upon completion of the arrangement, amalgamation, consolidation or merger; or

(c) any conveyance, transfer, sale lease or other disposition of all or substantially all of the Borrower's and the Borrower's subsidiaries' assets and properties, taken as a whole, to another arm's length Person;

(11) “Closing Date” means •, 2025;

(12) “Conversion Date” has the meaning attributed thereto in Section 4.1;

(13) “Conversion Price” means the Canadian dollar closing price of the Shares on the Exchange on the last trading day immediately preceding the Conversion Date, based on the Bank of Canada daily US/Canadian dollar exchange rate on the last Business Day immediately preceding the Conversion Date, subject to adjustment in certain events in accordance with the terms thereof, provided the Conversion Price shall not be less than CDN$0.05 per Share;

(14) “Conversion Right” has the meaning attributed thereto in Section 4.1;

(15) “Converted Note Amount” has the meaning attributed thereto in Section 4.1;

(16) “Current Market Price” of the Shares at any date, means the weighted average of the sale prices per Share at which the Shares have traded on the Exchange or, if the Shares are not listed on any stock exchange, then on the over-the-counter market, for any 20 consecutive trading days selected by the Borrower commencing not later than 45 trading days and ending no later than five (5) trading days before such date; provided, however, if such Shares are not traded during such 45 day period for at least 20 consecutive trading days, the simple average of the following prices established for each of 20 consecutive trading days selected by the Borrower commencing not later than 45 trading days before such date:

(a) the average of the bid and ask prices for each day on which there was no trading, and
(b) the closing price of the Shares for each day that there was trading,

or in the event that at any date the Shares are not listed on the Exchange or on the over-the-counter market, the current market price shall be as determined by the directors of the Borrower or such firm of independent chartered accountants as may be selected by the directors of the Borrower, acting reasonably, and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Shares sold during such period;

(17) “Custodial Services Agreement” means the custodial services agreement dated on or about the date hereof made by and among the Borrower, the Lender and the Custodian (as it may be amended, supplemented, otherwise modified, restated or replaced from time to time), in respect of the Facility;

(18) “Custodian” means .in its capacity as custodian for and on behalf of the Borrower;

(19) “Deposit Account” means that certain deposit account established by Borrower at the Custodian, having Account Number •;

(20) “dividends paid in the ordinary course” has the meaning attributed thereto in Section 4.3(1)(g);

(21) “ETH” means the digital asset known as Ether, the native cryptocurrency of the Ethereum blockchain, as generally recognized by the market and as held in the Deposit Account at the Facility pursuant to the Transaction Documents;

(22) “Event of Default” has the meaning attributed thereto in Section 7.1;

(23) “Exchange” means the Canadian Securities Exchange or such other stock exchange in North America, on which the Shares are listed and posted for trading;

[Redacted: Name of the Custodian]
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(24) “Indebtedness” has the meaning attributed thereto in Section 7.1;

(25) “Investment Agreement” means the investment agreement entered into between the Lender and Borrower dated ●, 2025, in connection with the Offering (or any series of related Offerings), which sets forth the terms and conditions governing the purchase and sale of the Notes and any related securities;

(26) “Issue Date” has the meaning attributed thereto in Section 4.2;

(27) “Lien” means, with respect to any Person, any encumbrance or title defect of whatsoever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property of such Person, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatsoever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

(28) “Maturity Date” means ●, 2027;

(29) “Merger” means any transaction (whether by way of arrangement, consolidation, amalgamation, merger, transfer, sale or lease) whereby all or substantially all of the Borrower's assets would become the property of any other Person, or, in the case of any such arrangement, consolidation, amalgamation or merger, of the continuing corporation or other entity resulting therefrom;

(30) “Noteholder” means, collectively, the holder of the Notes;

(31) “Notes” means the senior secured convertible notes issued under the Offering, each consisting of US$1,000 principal amount senior secured convertible notes maturing on the Maturity Date and any other notes substantially on the same terms as this note issued by the Borrower under the Offering;

(32) “Offering” means the offering of Notes up to a maximum aggregate principal amount of US$100,000,000 to be issued and sold by the Borrower as announced in the Borrower’s press release announcing the Offering;

(33) “Obligations” has the meaning attributed thereto on the cover page of this Note;

(34) “OID” has the meaning attributed thereto on the cover page of this Note;

(35) “Per Share Cost” has the meaning attributed thereto in Section 4.3(1)(b);

(36) “Permitted Acquisition” means, with respect to any Person, any transaction by which such Person acquires as a going concern the business of, or all or substantially all of the assets of any corporation or other business entity or division thereof or any other person, whether through purchase of assets, purchase of shares or other equity interests, amalgamation, merger, joint venture or otherwise, but in each case only if:

(a) no Event of Default is continuing on the date of the acquisition or would occur as a result of such acquisition;

(b) the Person or Persons from whom the acquisition is made are at arm’s length to such Person;

(d) the aggregate purchase price for the acquisition (including any direct or indirect payments made to any of the vendors in connection therewith) does not exceed the fair market value of the business or assets being acquired;

(37) “Permitted Collateral Withdrawal” has the meaning attributed thereto in Section 6.1(b);

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A - 3

(38) “Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof;

(39) “Rights Offering” has the meaning attributed thereto in Section 4.3(1)(b);

(40) “Rights Period” has the meaning attributed thereto in Section 4.3(1)(b);

(41) “Secured Debt” means, with respect to any Person, any obligation of such Person for borrowed money that is secured in any manner by any Lien on any real or personal property of such Person;

(42) “Security Agreement” has the meaning attributed thereto in Section 2.7;

(43) “Security Documents” means, collectively, this Note, the Security Agreement, the Custodial Services Agreement, the Account Control Agreement and all other agreements, security and/or guarantees granted by the Borrower, or any other Person from time to time in favour of the Lender, which secure the obligations of the Borrower arising from or in connection with the Notes;

(44) “Shares” means the common shares in the capital of the Borrower or the common shares of the continuing corporation or other resulting issuer formed as a result of a Merger;

(45) “Special Distribution” has the meaning attributed thereto in Section 4.3(1)(g);

(46) “Subscription Agreement” means the subscription agreement entered into between the Lender and Borrower dated ●, 2025 in respect of the purchase and sale of the Notes;

(47) “Subsidiary” means collectively the subsidiaries of the Borrower, consisting of any corporation or other business entity in which the Borrower or one or more of its Subsidiaries, now or in the future, owns, directly or indirectly, sufficient equity or voting interests to enable it or them (as a group) to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by the Borrower or one or more of its Subsidiaries;

(48) “Taxes” means any present or future income and other taxes, levies, rates, royalties, deductions, withholdings, assessments, fees, dues, duties, imposts and other charges of any nature whatsoever, together with any interest and penalties, additions to tax and other additional amounts, levied, assessed or imposed by any governmental authority;

(49) “trading day” means a day on which the Exchange is open for trading (or if the Shares are not then listed on the Exchange, such other recognized stock exchange or quotation system on which the Shares may trade or be quoted);

(50) “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities;

(51) “VWAP” means the daily volume weighted average trading price of the Shares for the applicable period (which must be calculated utilizing days in which the Shares actually trade) on the Exchange; and

(52) “Warrants” has the meaning given to such term in Section 2.6.

Section 1.2 Headings

The inclusion of headings in this Note is for convenience of reference only and shall not affect the construction or interpretation thereof.

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Section 1.3 Currency

Unless otherwise indicated, all references in this Note to “$” and “US$” are to United States dollars and to “CDN$” are to Canadian dollars.

Section 1.4 Number, Gender and Persons

Unless the context otherwise requires, words importing the singular in number only shall include the plural and vice versa, words importing the use of gender shall include the masculine, feminine and neuter genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities.

Section 1.5 Severability

If any provision of this Note is determined by a Court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each such provision shall be interpreted in such a manner as to render them valid, legal and enforceable to the greatest extent permitted by applicable law. Each provision of this Note is declared to be separate, severable and distinct.

Section 1.6 Entire Agreement

This Note, including any schedules attached hereto, constitutes the entire agreement between the Borrower and the Lender relating to the subject matter hereof, and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, understandings, conditions or collateral agreements, whether oral or written, express or implied, with respect to the subject matter thereof.

ARTICLE 2 – PAYMENT OF PRINCIPAL AND INTEREST

Section 2.1 Repayment of Principal

Subject to the terms and conditions hereof, the Principal Amount outstanding on this Note shall be repaid by the Borrower to the Lender on the Maturity Date. The Borrower shall satisfy its obligation to pay the Principal Amount outstanding on this Note on the Maturity Date in cash.

Section 2.2 Interest Payable

The Principal Amount outstanding on this Note shall not bear interest.

Section 2.3 Limitation on Interest

If any provision of this Note would obligate the Borrower to make any payment of interest or other amount payable to the Noteholder in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Noteholder of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by the Noteholder of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest required to be paid to the Noteholder under this agreement; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Noteholder which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

Section 2.4 Warrants

Upon issuance of the Notes, the Borrower shall issue to the Noteholder for each US$1,000 of Principal Amount of this Note warrants to acquire • (•) common shares of the Borrower (“Warrants”), at an exercise price per share equal to CDN$• for a period of • (•) months from the Closing Date, subject to adjustment in certain events. For

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greater certainty, the issuance of the Warrants to the Noteholder is a condition of the purchase of the Notes under the terms of the subscription agreement between the Noteholder and the Borrower in respect of the Offering.

Section 2.5 Security Agreement

The Obligations shall at all times be secured by a security interest in the collateral specified in the securities pledge and security agreement dated the date hereof granted in favour of the Lender by the Borrower in form and substance satisfactory to the Lender (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement").

Section 2.6 Rank

The Notes will constitute direct secured obligations of the Borrower. Each Note will rank pari passu with each other Note in right of payment of principal (regardless of their actual date of issue) and, subject to statutory preferred exceptions, will rank in priority to all other indebtedness of the Borrower in respect of the assets or property of the Borrower that are pledged as security for the Obligations under the Security Agreement.

ARTICLE 3 – REDEMPTION OR PURCHASE OF NOTES

Section 3.1 Early Redemption by the Borrower

The Borrower shall not be permitted to redeem or repay the Notes prior to the August 3, 2026 (the "Non-Call Date") without the prior written consent of the Lender, in its sole and absolute discretion. At any time after the Non-Call Date, and at its sole discretion, the Borrower may elect to redeem upon notice of such early redemption, during which time the Lender shall be entitled to exercise the Conversion Rights, (i) upon five (5) Business Days' notice prior to such redemption, a portion of the outstanding Notes at a redemption price equal to 105% of the Principal Amount outstanding, provided that the collateral subject to the security granted in favour of the Lender shall have a value of $12,000,000 or (ii) upon twenty (20) Business Days' notice prior to such redemption, all but not less than all of the outstanding Notes at a redemption price equal to 105% of the Principal Amount outstanding.

Section 3.2 Redemption, Exchange or Conversion if Change of Control

The Borrower shall notify the Noteholder of any pending Change of Control or Merger in accordance with Section 3.3 and the Noteholder shall, in its sole discretion, have the right to require the Borrower to either (i) purchase the Notes at 105% of the then outstanding Principal Amount thereof; (ii) if the Change of Control results in a new issuer, convert the Notes into a replacement note of the new issuer in the aggregate principal amount of 105% of the Principal Amount of the Notes then outstanding on substantially equivalent terms to those terms contained herein; or (iii) convert the Notes at the Conversion Price.

Section 3.3 Notice of Change of Control

Upon the occurrence of any event constituting or reasonably likely to constitute a Change of Control or Merger, the Borrower shall give written notice to the Lender of such Change of Control or Merger at least thirty (30) days prior to or as soon as reasonably possible prior to the effective date of any such Change of Control or Merger and another written notice on or immediately after the effective date of such Change of Control or Merger (the "Change of Control Notice").

Section 3.4 Purchases for Cancellation

The Borrower will have the right at any time and from time to time to purchase the Notes for cancellation in the market, by tender, or by private contract.

[Redacted: Commercially Sensitive Information - Pricing Reference]

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ARTICLE 4–CONVERSION

Section 4.1 Conversion Right

(1) Upon and subject to the terms and conditions hereinafter set forth, the Lender shall have the right (the “Conversion Right”), but not the obligation, from time to time and at any time, on or prior to 5:00 p.m. (Eastern Standard time) on the third Business Day immediately preceding the Maturity Date, to notify the Borrower that it wishes to exchange or convert, for no additional consideration, all or any part of the Principal Amount of this Note (the “Converted Note Amount”) into that number of fully paid and non-assessable Shares that is equal to the Principal Amount of the Note converted divided by the Conversion Price (as hereinafter defined), provided that the Lender must convert the Principal Amount of this Note in a minimum amount of US$250,000 on the applicable date of conversion (the “Conversion Date”), unless the principal amount remaining is less than US$1,000,000 in which case, the entire remaining amount shall be converted.

(2) The Conversion Right shall extend only to the maximum number of whole Shares into which the Principal Amount of this Note or any part thereof may be converted in accordance with this Section 4.1. Fractional interests in Shares shall be adjusted in the manner provided in Section 4.4.

Section 4.2 Conversion Procedure

(1) The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) attached hereto as Schedule C, and delivering the Conversion Notice and this Note to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the Principal Amount being converted, shall specify the US/Canadian dollar exchange rate applicable to the Conversion Price and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise of the Conversion Right (such date to be within three (3) Business Days after the day on which the Conversion Notice is delivered to the Borrower). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non-assessable at such time. On the Issue Date, the required number of Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then on the Issue Date, the Borrower shall deliver to the Lender a replacement Note in the form thereof in the principal amount of the unconverted principal balance thereof, and this Note shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Note, this Note shall be cancelled.

Section 4.3 Adjustment of Conversion Price

(1) The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:

(a) If and whenever at any time prior to the Maturity Date, the Borrower shall:

(i) subdivide or redivide the outstanding Shares into a greater number of Shares;

(ii) reduce, combine or consolidate the outstanding Shares into a smaller number of Shares;

(iii) issue Shares (or securities convertible into or exchangeable for Shares) to the holders of all or substantially all of the outstanding Shares by way of stock dividend or other distribution;

(iv) issue rights, options or warrants to the holders of all or substantially all of the Shares;

(v) make a distribution on its outstanding Shares payable in Shares or securities exchangeable for or convertible into Shares; or

(vi) make a distribution to all or substantially all of the holders of Shares of any other class of shares, rights, options or warrants, evidences of indebtedness or assets,

the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Shares (or securities convertible

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into or exchangeable for Shares) by way of a stock dividend or other distribution, as the case may be, shall, in the case of the events referred to in Sections 4.3(1)(a)(i), (iii), (iv), (v) and (vi) above, be decreased in proportion to the increase in the number of outstanding Shares resulting from such subdivision, redivision or dividend (including, in the case where securities convertible into or exchangeable for Shares are issued, the number of Shares that would have been outstanding had such securities been converted into or exchanged for Shares on such effective or record date) or shall, in the case of the events referred to in Section 4.3(1)(a)(ii) above, be increased in proportion to the decrease in the number of outstanding Shares resulting from such reduction, combination or consolidation on such effective or record date. Such adjustment shall be made successively whenever any event referred to in this Section 4.3(1)(a) shall occur. Any such issue of Shares (or securities convertible into or exchangeable for Shares) by way of a stock dividend or other distribution shall be deemed to have been made on the record date for the stock dividend or other distribution for the purpose of calculating the number of outstanding Shares under Sections 4.3(1)(b) and (g); to the extent that any such securities are not converted into or exchanged for Shares prior to the expiration of the conversion or exchange right, the Conversion Price shall be readjusted effective as at the date of such expiration to the Conversion Price which would then be in effect based upon the number of Shares actually issued on the exercise of such conversion or exchange right.

(b) If and whenever at any time prior to the Maturity Date, the Borrower shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Shares entitling them, for a period expiring not more than forty-five (45) days after such date of issue (such period from the record date to the date of expiry being referred to in this Section 4.3(1)(b) as the "Rights Period"), to subscribe for or purchase Shares (or securities convertible into or exchangeable for Shares) (such subscription price per Share (inclusive of any cost of acquisition of securities exchangeable for or convertible into Shares in addition to any direct cost of Shares) being referred to in this Section 4.3(1)(b) as the "Per Share Cost"), the Borrower shall give written notice to the Lender with respect thereto (any of such events herein referred to as a "Rights Offering"), and the Lender shall have fifteen (15) days after receipt of such notice to elect to convert any or all of the Principal Amount of this Note into Shares at the then applicable Conversion Price and otherwise on terms and conditions set out in this Note. If the Lender elects to convert any or all of the Principal Amount of this Note, such conversion shall occur immediately prior to the record date for the issuance of such rights, options or warrants. If the Lender elects not to convert any of the Principal Amount of this Note, there shall continue to be an adjustment to the Conversion Price as a result of the issuance of such rights, options or warrants, in the manner hereinafter provided. The Conversion Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Conversion Price in effect immediately prior to the end of the Rights Period by a fraction:

(i) the numerator of which is the aggregate of:

(A) the number of Shares outstanding as of the record date for the Rights Offering; and

(B) the number determined by dividing the product of the Per Share Cost and:

(I) where the event giving rise to the application of this Section 4.3(1)(b) was the issue of rights, options or warrants to the holders of Shares under which such holders are entitled to subscribe for or purchase additional Shares, the number of Shares so subscribed for or purchased during the Rights Period, or

(II) where the event giving rise to the application of this Section 4.3(1)(b) was the issue of rights, options or warrants to the holders of Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Shares, the number of Shares for which those securities so subscribed for or purchased during the Rights

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Period could have been exchanged or into which they could have been converted during the Rights Period,

by the Current Market Price of the Shares as of the record date for the Rights Offering; and

(ii) the denominator of which is:

(A) in the case described in subparagraph Section 4.3(1)(b)(i)(B)(I), the number of Shares outstanding, or
(B) in the case described in subparagraph Section 4.3(1)(b)(i)(B)(II), the number of Shares that would be outstanding if all the Shares described in subparagraph Section 4.3(1)(b)(i)(B)(II) had been issued,

as at the end of the Rights Period.

(c) Any Shares owned by or held for the account of the Borrower or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Borrower will be deemed not to be outstanding for the purpose of any such computation under Section 4.3(1)(b).

(d) If by the terms of the rights, options or warrants referred to in Section 4.3(1)(b), there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of:

(i) the lowest purchase, conversion or exchange price per Share, as the case may be, if such price is applicable to all Shares which are subject to the rights, options or warrants, and
(ii) the average purchase, conversion or exchange price per Share, as the case may be, if the applicable price is determined by reference to the number of Shares acquired.

(e) To the extent that any adjustment in the Conversion Price occurs pursuant to Section 4.3(1)(b) as a result of the fixing by the Borrower of a record date for the distribution of rights, options or warrants referred to in Section 4.3(1)(b), the Conversion Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Conversion Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

(f) If the Lender has exercised its Conversion Right in accordance herewith during the Rights Period, the Lender will, in addition to the Shares to which it is otherwise entitled upon such exercise, be entitled to that number of additional Shares equal to the result obtained when the difference, if any, between the Conversion Price in effect immediately prior to, and the Conversion Price in effect immediately following the end of such Rights Offering pursuant to Section 4.3(1)(b), is multiplied by the number of Shares received upon the exercise of the Conversion Right during such period, and the resulting product is divided by the Conversion Price as adjusted for such Rights Offering pursuant to Section 4.3(1)(b); provided that no fractional Shares will be issued. Such additional Shares will be deemed to have been issued to the Lender immediately following the end of the Rights Period and a certificate for such additional Shares will be delivered to the Lender within ten (10) Business Days following the end of the Rights Period.

(g) If and whenever at any time prior to the Maturity Date, the Borrower shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Shares of (i) shares of any class other than Shares (or other than securities convertible into or exchangeable for Shares), or (ii) rights, options or warrants (other than rights, options or warrants referred to in Section

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4.3(1)(b)), or (iii) evidences of its indebtedness, or (iv) assets (in each case, other than dividends paid in the ordinary course) then, in each such case, the Borrower shall give written notice to the Lender with respect thereto, and the Lender shall have fifteen (15) days after receipt of such notice to elect to convert any or all of the Principal Amount of this Note into Shares at the then applicable Conversion Price and otherwise on terms and conditions set out in this Note. If the Lender elects to convert any or all of the Principal Amount of this Note, such conversion shall occur immediately prior to the record date for the making of such distribution. If the Lender elects not to convert any of the Principal Amount of this Note, there shall continue to be an adjustment to the Conversion Price as a result of the making of such distribution, (herein referred to as a "Special Distribution") determined in the manner hereafter set out in Section 4.3(1)(h). In this Section 4.3(1)(g) the term "dividends paid in the ordinary course" shall include the value of any securities or other property or assets distributed in lieu of cash dividends paid in the ordinary course.

(h) In circumstances described in Section 4.3(1)(g), the Conversion Price will be adjusted effective immediately after such record date to a price determined by multiplying the Conversion Price in effect on such record date by a fraction:

(i) the numerator of which is:

(A) the product of the number of Shares outstanding on such record date and the Current Market Price of the Shares on such record date; less

(B) the aggregate fair market value (as determined by action by the directors of the Borrower, acting reasonably) to the holders of the Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and

(ii) the denominator of which is the number of Shares outstanding on such record date multiplied by the Current Market Price of the Shares on such record date.

Any Shares owned by or held for the account of the Borrower or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Borrower will be deemed not to be outstanding for the purpose of any such computation.

(i) In the case of any reclassification of, or other change in, the outstanding Shares pursuant to a Merger if the Lender elects not to redeem this Note in accordance with Section 3.1, the Lender may elect, prior to the effective date of such Merger, to convert any or all of the Principal Amount of this Note into Shares at the then applicable Conversion Price and otherwise on terms and conditions set out in this Note. To exercise such right the Lender must provide a notice in writing to the Borrower no later than seven (7) days prior to the effective date of such Merger, failing which the Lender's right to convert this Note as a consequence of such Merger shall cease. If the Lender elects to convert any or all of the Principal Amount of this Note, such conversion shall occur immediately prior to the effective date of such Merger. If the Lender elects not to convert any of the Principal Amount of this Note, the Conversion Price in effect after the effective date of such Merger shall be increased or decreased, as the case may be, in proportion to any decrease or increase in the number of outstanding Shares resulting from such Merger so that the Lender, upon exercising the Conversion Right after the effective date of such Merger, will be entitled to receive the aggregate number of Shares or other securities, if any, which the Lender would have been entitled to receive as a result of such Merger if, on the effective date thereof, the Lender had been the registered holder of the number of Shares to which the Lender was theretofore entitled upon exercise of the Conversion Right.

(j) In the case of any reclassification of, or other change in, the outstanding Shares (other than a change referred to in Section 4.3(1)(a), Section 4.3(1)(b), Section 4.3(1)(g) or 4.3(1)(i) thereof), the Conversion Price shall be adjusted in such manner, if any, and at such time, as the Board of Directors of the Borrower determines to be appropriate on a basis consistent with the intent of this Section 4.3; provided that if at any time a dispute arises with respect to adjustments provided for in this Article 4, such dispute will be conclusively determined by the auditors of the Borrower or if they are unable

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or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Borrower, acting reasonably, and any such determination will be binding on the Borrower and the Lender. The Borrower will provide such auditors or accountants with access to all necessary records of the Borrower. If and whenever at any time after the date hereof there is a reclassification or redesignation of the Shares outstanding at any time or change of the Shares into other shares or into other securities (other than as set out in Section 4.3(1)(a), (b), (g) or (i)), or a consolidation, amalgamation or merger of the Borrower with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other shares and other than as set forth in Section 4.3(1)(i)), or a transfer of the undertaking or assets of the Borrower as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a “Capital Reorganization”), the Lender, upon the exercising the Conversion Right, after the effective date of such Capital Reorganization, will be entitled to receive in lieu of the number of Shares to which the Lender was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, if any, which the Lender would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Lender had been the registered holder of the number of Shares to which such Lender was theretofore entitled upon exercise of the Conversion Right. If determined appropriate by action of the directors of the Borrower, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4.3 with respect to the rights and interests thereafter of the Lender to the end that the provisions set forth in this Section 4.3 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of the Conversion Right. Any such adjustment must be made by and set forth in an amendment to this Note approved by action by the directors of the Borrower, acting reasonably, and will for all purposes be conclusively deemed to be an appropriate adjustment.

(k) In any case in which this Section 4.3 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Borrower may defer, until the occurrence of such event, issuing to the Lender before the occurrence of such event, the additional Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Borrower shall deliver to the Lender an appropriate instrument evidencing the Lender’s right to receive such additional Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Shares declared in favour of holders of record of Shares on and after the Issue Date or such later date as the Lender would, but for the provisions of this Section 4.3(1)(k), have become the holder of such additional Shares pursuant to Section 4.3(1)(b).

(l) The adjustments provided for in this Section 4.3 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other event resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided, however, that any adjustments which by reason of this Section 4.3(1)(l) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

Section 4.4 No Requirement to Issue Fractional Shares

The Borrower shall not be required to issue fractional Shares upon the conversion of the Note pursuant to this Article 4. If any fractional interest in a Share, would, except for the provisions of this Section 4.4, be deliverable upon the conversion of any amount hereunder, the number of Shares to be issued shall be rounded down to the nearest whole Share.

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Section 4.5 Borrower to Reserve Shares

The Borrower covenants with the Lender that it will at all times reserve and keep available out of its authorized Shares, solely for the purpose of issue upon exercise of the Conversion Right, and conditionally allot to the Lender, such number of Shares as shall then be issuable upon the conversion of this Note. The Borrower covenants with the Lender that all Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable upon issuance.

Section 4.6 Certificate as to Adjustment

The Borrower shall from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.3, deliver an officer's certificate to the Lender specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Subject to the dispute resolution procedure in subsection 4.3(1)(j), such certificate shall be binding and determinative of the adjustment to be made, absent manifest error.

Section 4.7 Shareholder of Record

For all purposes, on the Issue Date, the Lender shall be deemed to have become the holder of record of the Shares into which the Principal Amount of this Note (or a portion thereof) is converted in accordance with Section 4.2.

Section 4.8 Resale Restrictions, Legending and Disclosure

By its acceptance hereof the Lender acknowledges that this Note and the Shares issuable upon conversion hereof will be subject to certain resale restrictions under applicable securities laws, and the Lender agrees to comply with all such restrictions and laws. The Lender further acknowledges and agrees that all Share certificates will bear the legend substantially in the form set forth on the face page hereof as well as any legends required by the Exchange, provided that such legend shall not be required on Share certificates issued at any time following four months plus one day after the date hereof. The Lender acknowledges that the Borrower will be required to provide to the applicable securities regulatory authorities and the Exchange the identity of the Lender and its principals and the Lender hereby agrees thereto.

Section 4.9 Limitation on Conversion Rights

The Lender is prohibited from exercising its Conversion Rights or otherwise receive Shares hereunder to the extent that after giving effect to such exercise, exchange, conversion or receipt of Shares, the Lender, together with any person acting jointly or in concert with the Lender, including for greater certainty any of its affiliates, would beneficially own, or exercise control or direction over more than 9.99% (the "Beneficial Ownership Limit") of the voting rights attached to all outstanding voting securities of the Borrower immediately after giving effect to such exercise, exchange, conversion or receipt of Shares (with such percentage beneficial ownership, control or direction being calculated in accordance with the applicable provisions of applicable securities legislation, including National Instrument 62-103 and National Instrument 62-104 of the Canadian Securities Administrators; provided, however, if the Borrower's equity securities are registered pursuant to Section 12 of the United States Securities Exchange Act of 1934, the Beneficial Ownership Limitation shall instead be 4.99%.

ARTICLE 5 – SECURITY

Section 5.1 Security

As security for the Obligations under this Note, the Borrower shall deliver to the Custodian the ETH and other evidences of ownership representing all the ETH existing on or established after the date of this Note in which the Borrower now or hereafter has rights to be held by the Custodian, under this Note in accordance with the terms of the Account Control Agreement.

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Section 5.2 Priority of Security

The assets or property of the Borrower that are pledged as security for the Obligations under the Security Agreement when granted by the Borrower, subject to statutory preferred exceptions, shall rank in priority in all respects (including, without limitation, the right of payment) to all other existing security granted by the Borrower.

Section 5.3 Distribution on Dissolution, Etc.

Upon any sale, in one transaction or a series of transactions, of all, or substantially all, of the assets of the Borrower or distribution of the assets of the Borrower upon any dissolution or winding-up or total liquidation of the Borrower, whether in bankruptcy, liquidation, re-organization, insolvency, receivership or other similar proceedings or upon an assignment to or for the benefit of creditors of the Borrower or otherwise any payment or distribution of assets of the Borrower, whether in cash, property or security, subject to applicable law, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee of or for the benefit of creditors or other liquidating agent of the Borrower making such payment or distribution, directly to the holder of the Notes or their representatives, to the extent necessary, to pay all obligations pursuant to the Notes in full.

Section 5.4 Certificate Regarding Creditors

Upon any payment or distribution of assets of the Borrower referred to in this Section 5.4, the Noteholder shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee of or for benefit of creditors or other liquidating agent of the Borrower making such payment or distribution, delivered to the Noteholder, for the purpose of ascertaining the persons entitled to participate in such distribution, and other indebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 5.4.

Section 5.5 Rights of Noteholder Reserved

Nothing contained in this Article 5 or elsewhere in this Note is intended to or shall impair, as between the Borrower and the Noteholder, the obligation of the Borrower, which is absolute and unconditional, to pay to the Noteholder the Principal Amount, as and when the same shall become due and payable in accordance with their terms, nor shall anything herein prevent the Noteholder from exercising all remedies otherwise permitted by applicable law upon default under this Note.

Section 5.6 Payment of Note Permitted

Nothing contained in this Note shall:

(a) prevent the Borrower from making payments of the Principal Amount and other amounts to the Noteholder under this Note as herein provided;

(b) prevent the conversion of this Note into Shares as herein provided or as otherwise permitted according to law, including in connection with a bankruptcy, reorganization, insolvency, or other arrangement with creditors, of the Borrower; and

Section 5.7 Notes and Security to Rank Pari Passu

The Notes issued by the Borrower, and the security interest to be granted to the Noteholder in connection with the issuance of the Notes shall, once issued and granted, rank pari passu with each other and each Noteholder shall be equally and proportionately entitled to the benefits hereof as if all the Notes and security had been issued, granted and negotiated simultaneously.

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ARTICLE 6 – COVENANTS OF THE BORROWER

Section 6.1 Positive Covenants

The Borrower covenants and agrees that:

(a) Maintenance of Collateral. The Borrower shall deposit or cause to be deposited collateral having an aggregate value as of the date hereof of $[7,200,000]$ (less the accountable fees associated with the purchase of USDC, if applicable), in the Deposit Account at the [redacted] Facility, which is subject to the Custodial Agreement and the Account Control Agreement and such collateral shall consist of either or both of ETH and/or USDC. Once deposited in the Deposit Account, the Borrower shall at all times maintain and not withdraw the ETH and/or USDC comprising the collateral from the Deposit Account without the prior written consent of the Lender.

(b) Permitted Collateral Withdrawal. Notwithstanding the foregoing, subject to the prior written approval of the Lender, the Borrower may withdraw USDC from the Deposit Account up to a maximum amount equal to $500,000 at any one time for the sole purpose of acquiring ETH, provided such ETH is deposited back into the Deposit Account within three (3) Business Days of such withdrawal (the “Permitted Collateral Withdrawal”). For greater certainty, subject to the prior written approval of the Lender, the Borrower may complete such successive withdrawals of USDC and deposits of ETH in any given day, provided that no more than a maximum of $500,000 of USDC is withdrawn and remains out of the Deposit Account at any point in time.

(c) Purchasing ETH. All purchases of ETH for the [redacted] Facility in the Deposit Account pursuant to the Permitted Collateral Withdrawal must be made at a price that does not exceed the Acceptable ETH Price Range.

(d) Periodic Reporting. The Borrower shall provide the Lender with periodic and timely reports with respect to: (i) all of the withdrawals, deposits and purchases of ETH (including pricing at which such purchases are made) from the [redacted] Facility in the Deposit Account pursuant to the Permitted Collateral Withdrawal; and (ii) the inventory levels of the collateral maintained at the [redacted] Facility in the Deposit Accounts, within five (5) Business Days after written request by the Lender.

(e) Maintain Corporate Existence. The Borrower shall maintain its corporate existence, and preserve its rights, powers, licenses and privileges which are necessary or material to the conduct of its business, and not materially change the nature of its business;

(f) Compliance with Laws. The Borrower shall comply in all material respects with all applicable laws, rules, governmental restrictions and regulations;

(g) Maintain Books and Records. The Borrower shall keep adequate and accurate records and books of account in which complete entries will be made reflecting all financial transactions and the Borrower shall prepare its financial statements in accordance with generally accepted accounting principles;

(h) Payment of Taxes. The Borrower shall pay and discharge promptly all Taxes assessed or imposed upon it or its property as and when the same become due and payable save and except where it contests in good faith the validity thereof by proper legal proceedings or it has agreed upon alternative arrangements with a governmental authority;

(i) Payment of Obligations. The Borrower shall pay all principal and other amounts owing to the Lender hereunder promptly when due;

(j) Performance of Covenants. The Borrower shall promptly perform and satisfy all covenants and obligations to be performed by it under this Note, the Subscription Agreement and the Security Documents;

[Redacted: Commercially Sensitive Information - Pricing Reference and the name of the Custodian]

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(k) Insurance. The Borrower shall maintain insurance with respect to its properties and business against such casualties and contingencies, of such types, on such terms and in such amounts as is customary in the case of entities engaged in the same or a similar business and similarly situated;

(l) Maintain Listing. The Borrower shall use reasonable commercial efforts to maintain the listing of the Shares on the Exchange and to maintain the Borrower’s status as a “reporting issuer” not in default of the requirements of the Canadian Securities Laws provided that this Section 6.1(k) shall not be construed as limiting or restricting the Borrower from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination in compliance with the terms and condition of this Note; and

(m) Notice of Event of Default. The Borrower shall promptly, and in any event within five (5) Business Days after a responsible officer of the Borrower becoming aware, give notice to the Lender and the Lender of the existence of any Event of Default.

Section 6.2 Negative Covenants

The Borrower covenants and agrees that, without the prior written consent of the holders of more than 51% of the principal amount of Notes then outstanding:

(a) Indebtedness. The Borrower shall not to assume any additional Secured Debt (other than as contemplated hereby or pursuant to the Security Agreement) that is, or may become, secured by the assets or property of the Borrower that are pledged as security for the Obligations under the Security Agreement, without the prior written consent of the Lender, in its sole and absolute discretion, provided such additional indebtedness shall be fully postponed and subordinated to the indebtedness owed to the holder of this Note;

(b) Encumbrances and Dispositions of Collateral. The Borrower shall not sell, lease or otherwise dispose of, or, subject to Section 6.2(a), assume or permit to exist any Lien on, any assets or property of the Borrower that are pledged as security for the Obligations under the Security Agreement;

(c) Pledge. The Borrower shall not pledge the ETH collateral pledged as security for the Obligations under the Security Agreement other than to the Custodian, on terms reasonably acceptable to the Lender;

(d) Related Party Transactions. The Borrower shall not enter into any contract or transaction with any related party except for (a) the purchase and/or sale of goods and/or services at fair market value (or on more favourable terms than fair market value) or with Subsidiaries; (b) the issuance of securities of the Borrower on the same terms as offered to non-related parties; (c) amendments to the terms of previously issued securities that are approved by the Exchange; (d) internal reorganizations that are not otherwise prohibited hereunder; (e) entering into, or amending, employment, consulting and similar agreements with employees, officers or directors, or persons occupying similar roles; and (f) providing equity-based compensation to employees, officers or directors, or persons occupying similar roles;

(e) Dispositions. Subject to Section 6.2(h), none of the Borrower or its Subsidiaries shall sell, transfer or otherwise dispose of any property material to the Business with a fair market value exceeding 25% of the market capitalization of the Borrower based on the VWAP of the Shares on the Exchange for the five (5) consecutive trading days preceding the date of the Disposition (including shares of Subsidiaries), other than:

(i) assets, intellectual property and obsolete or worn-out property provided it is no longer used in the Business;

(ii) inventory, receivables or other property sold or disposed of in the ordinary course of business at fair market value; or

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(iii) property (including shares of Subsidiaries) sold or disposed of for fair market value to Persons at arm's length to the Borrower provided that (i) no Event of Default is continuing on the date of such sale or would occur as a result of such sale and (ii) the cash component of the aggregate proceeds of such sale is not less than 75% of such proceeds.

For greater certainty, this Section 6.2(e) shall not in any way restrict the Borrower from (A) issuing Shares or securities convertible into Shares or (B) incurring or assuming secured indebtedness, in either case at any time and from time to time after the date thereof.

(f) Change in Nature of Business. The Borrower shall not, nor will it permit any of its Subsidiaries to, engage to any material respect in any lines of business other than the Business conducted by the Borrower and its Subsidiaries at the date thereof;

(g) Investments. The Borrower shall not, nor will it permit any of its Subsidiaries to, make any investment in any Person, whether by acquisition of shares, indebtedness or other securities, or by loan, guarantee, advance, capital contribution or otherwise, other than:

(i) investments made in digital assets, including but not limited to, cryptocurrencies, tokenized assets and stablecoins and derivatives of the same;

(ii) investments made prior to the date thereof, and any roll-over, renewal or extension thereof;

(iii) investments in Subsidiaries of the Borrower and investments in entities in which Subsidiaries of the Borrower are a general or limited partner;

(iv) joint ventures, strategic partnerships or investments made in entities owned or controlled directly or indirectly by the Borrower, for the development of the Business of the Borrower or its Subsidiaries;

(v) deposit accounts with and certificates of deposit and other instruments issued by banks;

(vi) obligations of or guaranteed by the governments of Canada, the United States of America or any province, territory or state thereof;

(vii) security deposits with utilities, governmental authorities and other like Persons in the ordinary course of business; and

(viii) Permitted Acquisitions; and

(h) Mergers. The Borrower shall not enter into any Merger unless:

(i) the continuing corporation or other entity formed by the applicable consolidation, amalgamation or merger, or the Person that acquires by transfer, sale or lease all or substantially all of the assets of the Borrower, as the case may be, executes and delivers to the Lender its assumption in writing of the due and punctual performance and observance of each covenant and condition of this Note; and

(ii) no Event of Default is continuing on the date of such transaction or would occur as a result of such transaction.

ARTICLE 7 – EVENTS OF DEFAULT

Section 7.1 Events of Default

(1) Any of the following shall constitute an Event of Default under this Note (each an “Event of Default”):

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(a) the Principal Amount owing hereunder shall not be paid when due and such default is not remedied within fifteen (15) Business Days after the Borrower receives written notice of such default from the Lender;

(b) the Borrower breaches any representation contained in the Security Documents in a material respect, fails to make any payment or to observe, perform or comply with any term, covenant, condition or obligation of the Borrower contained in the Security Documents or is otherwise in default of any of the provisions contained in the Security Documents (other than referred in Section 7.1(1)(a)) and such default, if capable of being remedied, is not remedied within thirty (30) Business Days after the Borrower receives written notice of such default from the Lender;

(c) the Borrower breaches any representation contained in the Subscription Agreement in a material respect or defaults in the performance of or compliance with any covenant, condition or term in the Subscription Agreement and such default remains unremedied for a period of thirty (30) Business Days after Borrower receives written notice of such default from the Lender;

(d) if the Borrower shall fail to return any withdrawn collateral from the Deposit Account within three (3) Business Days of a Permitted Collateral Withdrawal or otherwise fails to comply with the requirements, terms or conditions of a Permitted Collateral Withdrawal and such default, if capable of being remedied, is not remedied within one (1) Business Day after such default;

(e) if the Borrower shall generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due or if a decree or order of a court having jurisdiction is entered adjudging the Borrower a bankrupt or insolvent, and any such decree or order continues unstayed and in effect for a period of thirty (30) Business Days;

(f) if the Borrower shall apply for, consent to or acquiesce in the appointment of a trustee, receiver, or other custodian for the Borrower or for a substantial part of the property thereof, or make a general assignment for the benefit of creditors;

(g) if the Borrower shall in the absence of such application, consent or acquiescence, become subject to the appointment of a trustee, receiver, or other custodian for the Borrower or for a substantial part of the property thereof, or have a distress, execution, attachment, sequestration or other legal process levied or enforced on or against a substantial part of the property of the Borrower;

(h) if the Borrower shall permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower and, if any such case or proceeding is not commenced by the Borrower, such case or proceeding, if contested by the Borrower is not dismissed within thirty (30) Business Days;

(i) there is a disposition or expropriation of all or substantially all of the property of the Borrower;

(j) the Borrower fails to pay any judgment rendered against it in excess of CDN$1,000,000 within twenty (20) Business Days of such judgment being rendered, unless the Borrower is actively pursuing an appeal of such judgment and has obtained a stay of enforcement;

(k) the Borrower fails to purchase the Notes upon the occurrence of a Change of Control in accordance with Section 3.2 and in accordance with the instructions of a Noteholder within fifteen (15) Business Days of the completion of such Change of Control;

(l) any of the Security Documents fails to be enforceable for any reason or shall be declared to be null and void or any party contests the validity or enforceability thereof, or the security interest granted pursuant to the Security Documents fails to constitute a perfected and validly existing senior priority Lien in favour of the Lender over the collateral described therein at any time that any of the Obligations remain outstanding, and such default is not remedied within fifteen (15) Business Days;

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(m) any other notes, debentures, bonds or other indebtedness for money borrowed having an aggregate principal amount of at least CDN$1,000,000 (or its equivalent in any other currency or currencies determined at the then current exchange rate) or more (hereinafter called “Indebtedness”) of the Borrower shall become prematurely repayable following default, or steps are taken to enforce any security therefor, or the Borrower defaults in the repayment of any such Indebtedness at the maturity thereof or (in the case of Indebtedness due on demand) on demand, or, in either case, at the expiration of any applicable grace period therefor, (if any) or any guarantee of or indemnity in respect of any Indebtedness of others given by the Borrower shall not be honored when due and outstanding and called upon, and such default is not remedied within fifteen (15) Business Days; or

(n) other than as permitted hereunder, the Borrower extends or maintains outstanding any loans, advances, guarantees, (direct or indirect) or other financial support to any insider (as defined in the Securities Act (Ontario), and such default is not remedied within fifteen (15) Business Days.

If an Event of Default described in (e), (f), (g), (h), (i) or (j), above shall occur, the entire unpaid principal of this Note shall become immediately due and payable without any declaration or other act on the part of the Lender. Immediately upon the occurrence of any Event of Default described in (a), (b), (c), (d), (k), (l), (m) or (n) above, or upon failure to pay this Note on the Maturity Date, the Lender, upon notice to the Borrower, may proceed to protect, enforce, exercise and pursue any and all rights and remedies available to the Lender under this Note or at law or in equity.

If any other Event of Default shall occur for any reason, whether voluntary or involuntary, and be continuing the Lender by a request in writing signed by the holders of not less than 25% of the principal amount of the Notes then outstanding, may declare all or any portion of the outstanding Principal Amount of this Note to be due and payable, whereupon the full unpaid amount of this Note which shall be so declared due and payable shall be and become immediately due and payable without further notice, demand or presentment pursuant to the terms of this Note.

Section 7.2 Waiver of Default

Upon the occurrence of any Event of Default hereunder the holders of the Notes shall have the power by requisition in writing by the holders of more than 51% of the principal amount of Notes then outstanding, to instruct all of the Noteholder to waive any Event of Default and all of the Noteholder shall thereupon be deemed to have waived the Event of Default upon such terms and conditions as shall be prescribed in such requisition.

ARTICLE 8 – MUTILATION, LOSS, THEFT OR DESTRUCTION OF NOTE CERTIFICATE

In case this Note certificate shall become mutilated or be lost, stolen or destroyed, the Borrower, shall issue and deliver, a new replacement note certificate upon surrender and cancellation of the mutilated Note certificate or, in the case of a lost, stolen or destroyed Note certificate, in lieu of and in substitution for the same. In the case of loss, theft or destruction, the applicant for a substituted note certificate shall furnish to the Borrower such evidence of the loss, theft or destruction of the Note certificate as shall be satisfactory to the Borrower in its discretion and shall also furnish an indemnity and surety bond satisfactory to the Borrower in its discretion. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted note certificate.

ARTICLE 9 – GENERAL

Section 9.1 Taxes, etc.

All payments made by the Borrower to the Lender under this Note shall be made free and clear of, and without deduction for or on account of, any withholding Taxes now or hereafter imposed by any official body in any jurisdiction. If any such withholding Taxes are required to be withheld or deducted from any amounts payable by the Borrower to the Lender hereunder, the Borrower shall:

(a) within the time period for payment permitted by applicable law, pay to the appropriate governmental body the full amount of such withholding Taxes and any additional Taxes in respect of the payment required under Section 9.1(b) hereof and make such reports and filings in connection therewith in the manner required by applicable law; and

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(b) pay to the Lender an additional amount which (after deduction of all withholding Taxes incurred by reason of the payment or receipt of such additional amount) will be sufficient to yield to the Lender the full amount which would have been received by it had no deduction or withholding been made.

Upon the request of the Lender, the Borrower shall furnish to the Lender the original or a certified copy of a receipt for (or other satisfactory evidence as to) the payment of each of the withholding Taxes (if any) payable in respect of such payment. If the Lender receives a refund of any withholding Taxes with respect to which the Borrower has paid any additional amount under this Section 9.1, the Lender shall pay over such refund to the Borrower.

Section 9.2 Notice.

Any demand, notice, direction or other communication to be made or given hereunder (in each case, "Communication") shall be in writing and shall be made or given by personal delivery, by courier, by facsimile or email transmission, or sent by registered mail, charges prepaid, addressed to the respective parties as follows:

(a) if to the Borrower:

Republic Technologies Inc.
1111 West Hastings Street, 15th Floor
Vancouver, British Columbia
Canada V6E 2J3

Attention: [redacted]
Email: [redacted]

(b) if to the Lender:

[●]
Attention: [●]
Email: [●]

or to such other address or email or facsimile number as any party may from time to time designate in accordance with this Section. Any Communication made by personal delivery or by courier shall be conclusively deemed to have been given and received on the day of actual delivery thereof or if such day is not a Business Day, on the first Business Day thereafter. Any Communication made or given by facsimile or email on a Business Day before 4:00 p.m. (local time of the recipient) shall be conclusively deemed to have been given and received on such Business Day and otherwise shall be conclusively deemed to have been given and received on the first Business Day following the transmittal thereof. Any Communication that is mailed shall be conclusively deemed to have been given and received on the fifth Business Day following the date of mailing but if, at the time of mailing or within five (5) Business Days thereafter, there is or occurs a labour dispute or other event that might reasonably be expected to disrupt delivery of documents by mail, any Communication shall be delivered or transmitted by any other means provided for in this Section.

Section 9.3 Change of Control or Merger of Borrower

By its acceptance hereof, each of the Borrower and the Lender acknowledges and agrees that in the event a Change of Control or Merger occurs, then all references herein to the Borrower shall extend to and include the entity resulting therefrom or which thereafter will carry on the business of the Borrower.

Section 9.4 Amendments

This Note may not be amended or otherwise modified except by an instrument in writing executed by the Borrower and the Lender in accordance with the terms thereof.

[Redacted: Personal information]
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Section 9.5 Waivers

The Lender shall not, by any act, delay, omission or otherwise, be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and executed by an authorized officer of Lender. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by the Lender of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which the Lender would otherwise have on any future occasion, whether similar in kind or otherwise.

Section 9.6 Registration of Notes

The Borrower shall cause to be kept at the head office of the Borrower in the city of Vancouver, a register in which shall be entered the name and latest known address of the Lender and any other holders of Notes. Such register shall at all reasonable times during regular business hours of the Borrower be open for inspection by the Lender and any such holder. The Borrower shall not be charged with notice of or be bound to see to the performance of any trust, whether express, implied, or constructive, in respect of this Note and may act on the direction of the Lender, whether named as trustee or otherwise, as though the Lender were the beneficial owner of this Note.

Section 9.7 Transfer of Note

No transfer of this Note shall be valid unless made in accordance with applicable laws, including all applicable Canadian Securities Laws. If the Lender intends to transfer this Note or any portion thereof, it shall deliver to the Borrower the transfer form attached to this Note as Schedule C, duly executed by the Lender. Upon compliance with the foregoing conditions and the surrender by the Lender of this Note, the Borrower shall execute and deliver to the applicable transferee a new Note registered in the name of the transferee. If less than the full Principal Amount of this Note is transferred, the Lender shall be entitled to receive, in the same manner, a new Note registered in its name evidencing the portion of the Principal Amount of this Note not so transferred. Prior to registration of any transfer of this Note, the Lender and the applicable transferee shall be required to provide the Borrower with necessary information and documents, including certificates and statutory declarations, as may be required to be filed under applicable laws.

Section 9.8 Release and Discharge

If the Lender exercises all Conversion Rights attached to this Note pursuant to Article 4 hereof or if the Borrower pays all of the Obligations in full to the Lender, the Lender shall release this Note and the Borrower shall be, and shall be deemed to have, discharged of all its obligations under this Note. The Lender shall then, at the request of the Borrower, execute and deliver all such releases and further assurance as may be reasonably requested in this regard.

Section 9.9 Successors and Assigns

This Note shall enure to the benefit of the Lender and its successors and assigns, and shall be binding upon the Borrower and its successors and permitted assigns.

Section 9.10 Time

Time shall be of the essence of this Note.

Section 9.11 Governing Law

This Note shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Borrower and, by its acceptance hereof, the Lender each hereby irrevocably submit and attorn to the nonexclusive jurisdiction of the courts of the Province of Ontario in connection with this Note.

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Section 9.12 Further Assurances

The Borrower shall forthwith, at its own expense and from time to time, do or file, or cause to be done or filed, all such things and shall execute and deliver all such documents, agreements, opinions, certificates and instruments reasonably requested by the Lender or its counsel as may be necessary or desirable to complete the transactions contemplated by this Note and carry out its provisions and intention.

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Schedule B – Conversion Notice

TO: Republic Technologies Inc. (the “Borrower”)

Pursuant to the Senior Secured Convertible Note (the “Note”) of the Borrower issued to the undersigned on __, 2025, the undersigned hereby notifies you that $___ of the principal amount outstanding under the Note shall be converted into Shares of the Borrower, in accordance with the terms of the Note on __, 20__.

The certificates representing the Shares to be issued shall be registered as follows:

Name	Address for Delivery	# of Shares

(Print name as name is to appear on Share Certificate)

DATED this _ day of __, 20__.

[NAME]

By: ________

Name: ________

Title: ________

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Schedule C – Form of Transfer

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to:

(Name)

(Address)

(the “Transferee”), of $___ principal amount of Senior Secured Convertible Note (the “Notes”) of Republic Technologies Inc. issued on ___, 2025 registered in the name of the undersigned on the register of Notes represented by the attached Note, and irrevocably appoints _______ as the attorney of the undersigned to transfer to the Transferee the said principal amount of the Note on the books or register of transfer, with full power of substitution.

DATED this _ day of __, 20.

[NAME]

By: _________

Name: _______

Title: _______

Note to Noteholder: In order to transfer the Note, this transfer form must be delivered to Republic Technologies Inc.

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SCHEDULE "C"

Form of Warrant

(See attached)

[UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE [●], 2026.]

WARRANT CERTIFICATE

REPUBLIC TECHNOLOGIES INC.

Warrant Number: 202_-

◆ WARRANTS

NOTE: One warrant is required to purchase one common share.

THIS IS TO CERTIFY THAT for value received, the Holder:

[●]

of this certificate (the "Warrant Certificate") is entitled to purchase one fully paid and non-assessable common share of Republic Technologies Inc. (herein called the "Company") for each whole Warrant represented hereby, as such shares were constituted on [●], 202_, at any time up to 5:00 p.m. (Toronto time) on [●], 203_ at and for a price of $[●] per common share of lawful money of Canada, upon and subject to the terms and conditions referred to in this Warrant Certificate.

The Warrants may be exercised only at the office of the Company at 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, Canada.

DATED effective as of [●], 202_.

[Remainder of page intentionally left blank - Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed and delivered as of the date first written above.

REPUBLIC TECHNOLOGIES INC.

Per: ___

Name: ___

Title: ___

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[Redacted: Name and title of the signatory]

TERMS AND CONDITIONS AND INSTRUCTIONS

The Company shall treat the Holder as the absolute owner of this Warrant Certificate for all purposes and the Company shall not be affected by any notice or knowledge to the contrary. The Holder shall be entitled to the rights evidenced by this Warrant Certificate free from all equities and rights of set-off or counterclaim between the Company and the original or any intermediate holder and all persons may act accordingly and the receipt by the Holder of the Warrant Shares issuable upon exercise hereof shall be a good discharge to the Company and the Company shall not be bound to inquire into the title of any such Holder.

Definitions: In this Warrant Certificate, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

(a) “Adjustment Period” means the period commencing on the date hereof and ending at the Expiry Time;

(b) “Business Day” means any day other than a Saturday, Sunday, legal holiday or a day on which banking institutions are closed in Toronto, Ontario;

(d) “CSE” means the Canadian Securities Exchange;

(e) “Current Market Price” of a Share at any date means the price per share equal to the weighted average price at which the Shares have traded on the CSE for the 20 Trading Days immediately prior to the relevant date or, if the Shares are not listed on the CSE, on any other stock exchange on which such shares are then listed as may be selected by the directors of the Company or, if the Shares are not listed on any stock exchange, then on the over-the-counter market with the weighted average price per Share being determined by dividing the aggregate sale price of all Shares sold on the said exchange or market, as the case may be, during the said 20 Trading Days by the aggregate number of Shares so sold or, if the Shares are not listed or quoted on any stock exchange or over-the-counter market, such price as may be determined by the directors of the Company;

(f) “Exercise Price” shall have the meaning ascribed thereto on the face page hereof;

(g) “Expiry Day” means [●].

(h) “Expiry Time” means 5:00 p.m. (Toronto time), on the Expiry Day;

(i) “Holder” shall have the meaning ascribed thereto on the face page hereof;

(j) “person” means an individual, corporation, partnership, trust, fund and an association, syndicate, organization or other organized group of persons whether incorporated or not, an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

(k) “Shares” means the common shares in the capital of the Company as such shares are constituted on the date hereof, as the same may be reorganized, reclassified or otherwise changed pursuant to any of the events set out in Section 10 hereof;

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(l) “Subscription Form” means the subscription form annexed to this Warrant Certificate;

(m) “Trading Day” with respect to a stock exchange, market or over-the-counter market means a day on which such stock exchange or over-the-counter market is open for business;

(n) “U.S. Person” means U.S. person as that term is defined in Regulation S under the U.S. Securities Act;

(o) “U.S. Securities Act” means the United States Securities Act of 1933, as amended;

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

(q) “Warrant” shall have the meaning ascribed thereto on the face page hereof;

(r) “Warrant Certificate” shall have the meaning ascribed thereto on the face page hereof;

(s) “Warrant Share” shall have the meaning ascribed thereto on the face page hereof; and

(t) “$” means Canadian Dollars.

Expiry Time: At the Expiry Time, all rights under the Warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall expire and be void and of no further force and effect.
Exercise Procedure:

(a) The Holder may exercise the right to subscribe and purchase the number of Warrant Shares herein provided, by delivering to the Company prior to the Expiry Time at its office set out on the face page hereof this Warrant Certificate, with the Subscription Form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Company, together with a certified cheque, money order or bank draft payable to or to the order of the Company in the lawful money of Canada in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its office set forth herein (or to such other address as the Company may notify the Holder).

(b) Upon such delivery and payment as aforesaid, the Company shall cause to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Warrant Shares subscribed for with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate evidencing the Warrant Shares and the Company shall cause such certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days of such delivery and payment.

(c) These Warrants and the Warrant Shares issuable upon exercise of these Warrants have not been and will not be registered under the U.S. Securities Act or under state securities laws

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of any state in the United States. Accordingly, these Warrants may not be exercised in the United States or by or on behalf of a U.S. Person unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of these Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect.

Partial Exercise: The Holder may subscribe for and purchase a number of Warrant Shares less than the maximum number the Holder is entitled to purchase pursuant to the full exercise of this Warrant Certificate. In the event of any such subscription prior to the Expiry Time, the Holder shall be entitled to receive, without charge, a new Warrant Certificate in respect of the balance of the Warrant Shares which the Holder was entitled to subscribe for pursuant to this Warrant Certificate and which were then not purchased.
No Fractional Shares: Notwithstanding any adjustments provided for in Section 10 hereof or otherwise, the Company shall not be required upon the exercise of any Warrants to issue fractional Warrant Shares in satisfaction of its obligations hereunder and, in any such case, the number of Warrant Shares issuable upon the exercise of any Warrants shall be rounded down to the nearest whole number. The Company shall not be required to make any payment to the Holder who, absent this Section 5 hereof, would otherwise have been entitled to receive a fractional Warrant Share.
Exchange of Warrant Certificates: Subject to Section 7 hereof, this Warrant Certificate may be exchanged for Warrant Certificates representing in the aggregate the same number of Warrants and entitling the Holder thereof to subscribe for and purchase an equal aggregate number of Warrant Shares at the same Exercise Price and on the same terms as this Warrant Certificate (with or without legends as may be appropriate).
Transfer of Warrants: Subject to compliance with all securities laws in regard thereto, the Warrants represented by this certificate and all rights granted hereunder shall be assignable and transferable to any party by the Holder hereof by delivering a duly completed and executed Transfer Form in the form attached to this Warrant Certificate, and comply with the restrictions on transfer therein, together with this Warrant Certificate to the office of the Company at 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, Canada, at any time prior to the Expiry Date.
Not a Shareholder: Nothing in this Warrant Certificate or in the holding of a Warrant evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Company.
No Obligation to Purchase: Nothing herein contained or done pursuant hereto shall obligate the Holder to subscribe for or the Company to issue any shares except those shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.
Adjustments:

(a) Adjustment: The rights of the holder of this Warrant Certificate, including the number of Warrant Shares issuable upon the exercise of such Warrants, will be adjusted from time to time in the events and in the manner provided in, and in accordance with the provisions of, this Section 10. The purpose and intent of the adjustments provided for in this Section 10 is to ensure that the rights and obligations of the Holder are neither diminished or enhanced as a result of any of the events set forth in paragraphs (b), (c) or (d) of this Section 10. Accordingly, the provisions of this Section 10 shall be interpreted and applied in accordance with such purpose and intent.

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(b) Subject to any applicable requirements of the CSE, the Exercise Price in effect at any date will be subject to adjustment from time to time as follows:

(i) Share Reorganization: If and whenever at any time during the Adjustment Period, the Company shall (A) subdivide, redivide or change the outstanding Shares into a greater number of Shares, (B) consolidate, combine or reduce the outstanding Shares into a lesser number of Shares, or (C) fix a record date for the issue of Shares or securities convertible into or exchangeable for Shares to all or substantially all of the holders of Shares by way of a stock dividend or other distribution, then, in each such event, the Exercise Price shall, on the record date for such event or, if no record date is fixed, the effective date of such event, be adjusted so that it will equal the rate determined by multiplying the Exercise Price in effect immediately prior to such date by a fraction, of which the numerator shall be the total number of Shares outstanding on such date before giving effect to such event, and of which the denominator shall be the total number of Shares outstanding on such date after giving effect to such event. Such adjustment shall be made successively whenever any such event shall occur. Any such issue of Shares by way of a stock dividend shall be deemed to have been made on the record date for such stock dividend for the purpose of calculating the number of outstanding Shares under paragraphs 10(b)(i) and (ii) thereof.

(ii) Rights Offering: If and whenever at any time during the Adjustment Period, the Company shall fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of Shares entitling the holders thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Shares (or securities convertible into or exchangeable for Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, then the Exercise Price shall be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Shares outstanding on such record date plus the number of Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Shares outstanding on such record date plus the total number of additional Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 10(b)(ii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect based upon the number of Shares (or securities convertible into or exchangeable for Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

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(iii) Distribution: If and whenever at any time during the Adjustment Period, the Company shall fix a record date for the making of a distribution to all or substantially all of the holders of Shares of (A) shares of any class other than Shares whether of the Company or any other corporation, (B) rights, options or warrants to acquire Shares or securities exchangeable for or convertible into Shares or property or other assets of the Company (other than a Rights Offering as described in Section 10(b)(ii)), (C) evidences of indebtedness, or (D) cash, securities or other property or assets then, in each such case, or fall under clauses (i) or (ii) of this Section 10 above, the Exercise Price will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Shares outstanding on such record date multiplied by the Current Market Price on the earlier of such record date and the date on which the Company announces its intention to make such distribution, less the aggregate fair market value (as determined by the directors, acting reasonably, at the time such distribution is authorized) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed, and of which the denominator shall be the total number of Shares outstanding on such record date multiplied by such Current Market Price. Any Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 10(b)(iii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants so distributed are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect based upon such rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets actually distributed or based upon the number or amount of securities or the property or assets actually issued or distributed upon the exercise of such rights, options or warrants, as the case may be.

(c) Reclassifications: If and whenever at any time during the Adjustment Period, there is (A) any reclassification of or amendment to the outstanding Shares, any change of the Shares into other shares or any other reorganization of the Company (other than as described in subsection 10(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company with or into any other corporation resulting in any reclassification of the outstanding Shares, any change of the Shares into other shares or any other reorganization of the Company, or (C) any sale, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, the Holder of the Warrants which are thereafter exercised shall be entitled to receive, and shall accept, in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the kind and number or amount of shares or other securities or property which such Holder would have been entitled to receive as a result of such event if, on the effective date thereof, such Holder had been the registered holder of the number of Shares to which such Holder was theretofore entitled upon such exercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this subsection with respect to the rights and interests thereafter of the Holder of this Warrant Certificate to the end that the provisions set forth in this subsection will thereafter

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correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants. Any such adjustments will be made by and set forth in an instrument supplemental hereto approved by the directors, acting reasonably, and shall for all purposes be conclusively deemed to be an appropriate adjustment.

(d) If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of subsection 10(b) or 10(c) of this Warrant Certificate, then the number of Warrant Shares purchasable upon the subsequent exercise of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Warrant Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.

11. Rules Regarding Calculation of Adjustment of Exercise Price:

(a) The adjustments provided for in Section 10 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest two decimals and, in the case of adjustments to the number of Warrant Shares, to the nearest whole Warrant Share, and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 11.

(b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the number of Warrants Shares is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.

(c) No adjustment in the Exercise Price will be made in respect of any event described in Section 10, other than the events referred to in Section 10(c), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Holder had exercised the Warrants prior to or on the effective date or record date of such event.

(d) If at any time a question or dispute arises with respect to adjustments provided for in Section 10, such question or dispute will be conclusively determined by the auditor of the Company or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records of the Company.

(e) In case the Company after the date of issuance of the Warrants takes any action affecting the Shares, other than action described in Section 10, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval including of the CSE. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive

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evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances.

(f) If the Company sets a record date to determine the holders of the Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.

(g) In the absence of a resolution of the directors of the Company fixing a record date for any event which would require any adjustment to the Warrants, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.

(h) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrant Certificate, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions thereof.

(i) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 10, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price.

(j) The Company covenants to and in favour of the Holder that so long as the Warrants remain outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 10, whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date or when practicable.

In any case that an adjustment pursuant to Section 10 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of the Warrants, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder's right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Shares or of such other securities or property on or after the Exercise Date or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

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Consolidation and Amalgamation:

(a) Where the Company enters into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, plan of arrangement, transfer, sale, disposition or otherwise, prior to or contemporaneously with the consummation of such transaction the Company and the successor corporation shall execute such instruments or do such things as the Company, acting reasonably, considers necessary or advisable to establish that upon the consummation of such transaction:

(i) the successor corporation will have assumed all applicable covenants and obligations of the Company under this Warrant Certificate, and

(ii) the Warrant and the terms set forth in this Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant Certificate in so far as applicable.

(b) Whenever the conditions of subsection 12(a) shall have been duly observed and performed the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Company under this Warrant Certificate in the name of the Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Protection of Shareholders, Officers and Directors: Subject as herein provided, all or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement herein contained or in any of the Warrants represented hereby shall be taken against any shareholder, officer or director of the Company, either directly or through the Company, it being expressly agreed and declared that the obligations under the Warrants evidenced hereby, are solely corporate obligations of the Company and that no personal liability whatever shall attach to or be incurred by the shareholders, officers, or directors of the Company or any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants evidenced hereby.
Lost Certificate: If the Warrant Certificate evidencing the Warrants issued hereby becomes stolen, lost, mutilated or destroyed the Company shall issue and countersign a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so stolen, lost mutilated or destroyed provided that the Holder shall bear the reasonable cost of the issue thereof and in case of loss, destruction or theft, shall, as a condition precedent to the issue thereof, furnish to the Company such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate as shall be satisfactory to the Company, in its sole discretion acting reasonably, and the Holder may also be required to furnish an indemnity in form satisfactory to the Company, in its sole discretion acting reasonably, and shall pay the reasonable charges of the Company in connection therewith.
Governing Law: This Warrant Certificate shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein but the references to such laws shall not, by conflict of laws, rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario.

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Severability: If any one or more of the provisions or parts thereof contained in this Warrant Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom.
Amendments: Subject to the approval of any stock exchange on which the Shares are listed, the provisions of this Warrant Certificate may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by the Company and the Holder.
Headings: The headings of the articles, sections, subsections and clauses of this Warrant Certificate have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Warrant Certificate.
Numbering of Articles, etc.: Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection, clause, subclause or schedule bearing that number or letter in this Warrant Certificate.
Gender: Whenever used in this Warrant Certificate, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.
Day not a Business Day: In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.
Binding Effect: This Warrant Certificate and all of its provisions shall enure to the benefit of the Holder, its successors, assigns and legal personal representatives and shall be binding upon the Company and its successors.
Notice: Unless herein otherwise expressly provided, a notice to be given hereunder will be deemed to be validly given if the notice is sent by electronic delivery or prepaid same day courier addressed as follows:

(a) If to the Holder at the latest address of the Holder as recorded on the books of the Company; and

(b) If to the Company at:

Republic Technologies Inc.
1111 West Hastings Street
Vancouver, BC V6E 2J3
Attention:

with a copy to :

Cozen O'Connor
40 Temperance St, #2700
Toronto, ON M5H 0B4
Attention:

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[Redacted: Personal Information]

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Time of Essence: Time shall be of the essence hereof.

[Remainder of page intentionally left blank]

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SUBSCRIPTION FORM

TO: REPUBLIC TECHNOLOGIES INC. (the "Company")

The undersigned holder of the within Warrant Certificate hereby irrevocably subscribes for __ Warrant Shares of the Company pursuant to the terms and conditions contained within the Warrant Certificate and tenders herewith a certified cheque or bank draft for $___(S[●] per Warrant Share) in full payment therefor.

(Please check the ONE box applicable):

☐ A The undersigned holder (i) at the time of exercise of the Warrant is not in the United States; (ii) is not a “U.S. person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), (iii) is not exercising the Warrant on behalf of a “U.S. person” or a person in the United States; and (iv) did not execute or deliver this exercise form in the United States.

☐ B. The undersigned holder has delivered to the Company an opinion of counsel (which will not be sufficient unless it is from counsel of recognized standing and in form and substance satisfactory to the Company) to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.

The undersigned hereby directs that the Warrant Shares be issued as follows:

NAME(S) IN FULL	ADDRESS(ES)	NUMBER OF WARRANT SHARES

DATED this __ day of __, 20.

NAME: ____

Signature of Authorized Representative: ____

Print Name: ____

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If any Warrants represented by this Warrant Certificate are not being exercised, a new Warrant Certificate representing the unexercised Warrants will be issued and delivered with the certificate representing the Warrant Shares.

Notes:

The above signed holder understands that unless Box A above is checked, the certificate representing the Warrant Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available. Certificates representing Warrant Shares will not be registered or delivered to an address in the United States unless Box B above is checked. If Box B is checked, any opinion tendered must be in form and substance satisfactory to the Company. Holders planning to deliver an opinion of counsel in connection with the exercise of the Warrant should contact the Company in advance to determine whether any opinions to be tendered will be acceptable to the Company.

[Remainder of page intentionally left blank]

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TRANSFER FORM

TO: REPUBLIC TECHNOLOGIES INC. (the "Company")

FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns to

Warrants of the Company registered in the name of the undersigned on the records of the Company represented by the attached certificate, and irrevocably appoints

as the attorney of the undersigned to transfer the said securities on the books or register of transfer with full power of substitution.

DATED the _ day of __, _____.

Signature Guaranteed by a Chartered Bank or an eligible guarantor institution with membership in an approved signature guarantee medallion program.

(Signature of Warrant holder)

(Print Name)

(Print Address)

In order to effect a transfer of Warrants, the transferee must not be in the United States or be a U.S. Person.

Instructions:

Signature of the Warrant holder must be the signature of the person appearing on the face of this Warrant Certificate.
If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.
The signature on the Transfer Form must be guaranteed by a Chartered Bank or an eligible guarantor institution with membership in an approved signature guarantee medallion program.
Warrants shall only be transferable in accordance with applicable laws. The transfer of Warrants to a purchaser not resident in a designated province may result in the Shares obtained upon the exercise of the Warrants (whether after or before obtaining receipts for a final prospectus relating to the distribution of Shares upon exercise of Warrants) not being freely tradable in the jurisdiction where such purchaser is resident.

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SCHEDULE "D"

Form of Draw-Down Notice

To: [●] (the "Investor")

Re: Draw-Down Notice under Investment Agreement dated November __, 2025 between the Investor and the undersigned (the "Investment Agreement")

Capitalized terms not otherwise defined in this Draw-Down Notice shall have the meanings given to such terms in the Investment Agreement.

The undersigned, Republic Technologies Inc. (the "Company"), hereby tenders to the Investor this Draw-Down Notice which, upon acceptance by the Investor, will constitute an irrevocable agreement of the Company to offer, issue and sell to the Investor, and of the Investor to purchase from the Company, on a private placement basis, Convertible Notes in the aggregate principal amount of $_____ as contemplated by the Investment Agreement, all on the terms and subject to the conditions set out in this Investment Agreement.

The Closing Date for completion of such Tranche will be five Business Days' following the acceptance date of this Draw-Down Notice and the issuance of the Press Release in respect of the proposed Tranche of Convertible Notes or such earlier or later date as may be agreed between the parties.

Please confirm all conditions in your favour have been satisfied or waived in order to proceed to closing of such Tranche of Convertible Notes by signing the acknowledgement below.

Dated this __ day of __, 202.

REPUBLIC TECHNOLOGIES INC.

By: _________
Authorized Signing Officer

Each of the undersigned confirms that all conditions have been met to its satisfaction and requests the Company to proceed to (i) file an amended Form 9 (or such other form or procedure prescribed by the Exchange) to seek price protection, if necessary; (ii) issue a press release in respect of the issuance of Convertible Notes to which this Draw-Down Notice relates; and (iii) seek Exchange approval, if necessary, for such proposed Tranche of Convertible Notes in the aggregate principal amount of $_____.

Dated this __ day of __, 202.

[●],
by its [●]

By: _________
Name:
Title:

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SCHEDULE "E"

Form of Top-Up Notice

To: Republic Technologies Inc. (the “Company”)

Re: Top-Up Notice under Investment Agreement dated November ___, 2025 between the Company and the undersigned (the “Investment Agreement”)

Capitalized terms not otherwise defined in this Top-Up Notice shall have the meanings given to such terms in the Investment Agreement.

The undersigned, [●] (the “Investor”), hereby tenders to the Company this Top-Up Notice which will constitute an irrevocable obligation of the Company to offer, issue and sell to the Investor, and of the Investor to purchase from the Company, on a private placement basis, Convertible Notes in the aggregate principal amount of $_____ as contemplated by the Investment Agreement, all on the terms and subject to the conditions set out in this Investment Agreement.

The Closing Date for completion of such Tranche will be five Business Days’ following the acceptance date of this Top-Up Notice and the issuance of the Press Release in respect of the proposed Tranche of Convertible Notes or such later date as may be agreed between the parties.

Please confirm all conditions in your favour have been satisfied or waived in order to proceed to closing of such Tranche of Convertible Notes by signing the acknowledgement below.

Dated this __ day of __, 202.

[●],
by its [●]

By: ____
Name: ____
Title: _______

The undersigned acknowledges receipt of this Top-Up Notice and confirms that shall forthwith proceed to (i) file an amended Form 9 (or such other form or procedure prescribed by the Exchange) to seek price protection, if necessary; (ii) issue a press release in respect of the issuance of Convertible Notes to which this Top-Up Notice relates; and (iii) seek Exchange approval, if necessary, for such proposed Tranche of Convertible Notes in the aggregate principal amount of $____.

Dated this __ day of __, 202.

REPUBLIC TECHNOLOGIES INC.

By: _______
Authorized Signing Officer

AI assistant

Republic Technologies Inc. — Capital/Financing Update 2025

46120_rns_2025-11-25_e0cbc079-a434-4123-ba78-71c940edbe5f.pdf

INVESTMENT AGREEMENT

4. Definitions

6. Company Representations and Warranties.

10. Covenants of the Investor.

11. Conditions of Waiver and Investor's Obligations.

12. Conditions of Waiver and Company’s Obligations.

13. Representations, Warranties and Agreements to Survive.

14. Termination of Agreement.

17. Entire Agreement.

18. Payment of Expenses.

19. Notices.

20. Parties.

21. Assignment.

22. Governing Law.

23. Time.

SCHEDULE A

Form of Subscription Agreement

REPUBLIC TECHNOLOGIES INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR SECURED CONVERTIBLE NOTES AND WARRANTS CANADIAN SECURITIES EXCHANGE LISTED ISSUER

INSTRUCTIONS TO PURCHASER

REPUBLIC TECHNOLOGIES INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

ACCEPTANCE

REPUBLIC TECHNOLOGIES INC.

TERMS AND CONDITIONS OF SUBSCRIPTION FOR SECURED CONVERTIBLE NOTES AND WARRANTS

1. Subscription

2. Closing

3. Documents Required from Subscriber

4. Corporation's Conditions of Closing

5. Subscriber's Conditions of Closing

6. Acknowledgements and Agreements of the Subscriber

6.1 The Subscriber acknowledges and agrees that:

8. Representations and Warranties will be Relied Upon by the Issuer

9. Representations, Warranties and Covenants of the Issuer

10. Acknowledgement and Waiver

11. Collection of Personal Information

12. Costs

13. Governing Law

14. Survival

15. Assignment

16. Severability

17. Entire Agreement

18. Enurement.

19. Amendment.

20. Further Assurances.

21. No Partnership.

22. Notices

23. Beneficial Subscribers

24. Execution of Subscription Agreement

25. Counterparts and Electronic Means

26. Time of Essence.

27. Exhibits

28. Indemnity

EXHIBIT A

CANADIAN ACCREDITED INVESTOR CERTIFICATE

(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)

Section 1.2 Headings

Section 2.5 Security Agreement

Section 2.6 Rank

ARTICLE 3 – REDEMPTION OR PURCHASE OF NOTES

Section 3.1 Early Redemption by the Borrower

Section 3.2 Redemption, Exchange or Conversion if Change of Control

Section 3.3 Notice of Change of Control

Section 3.4 Purchases for Cancellation

Section 4.4 No Requirement to Issue Fractional Shares

ARTICLE 6 – COVENANTS OF THE BORROWER

Section 6.1 Positive Covenants

Section 6.2 Negative Covenants

ARTICLE 7 – EVENTS OF DEFAULT

Section 7.1 Events of Default

Section 7.2 Waiver of Default

ARTICLE 8 – MUTILATION, LOSS, THEFT OR DESTRUCTION OF NOTE CERTIFICATE

ARTICLE 9 – GENERAL

Section 9.1 Taxes, etc.

Section 9.2 Notice.

Section 9.3 Change of Control or Merger of Borrower

Section 9.4 Amendments

Republic Technologies Inc. Capital/Financing Update 2025