Rio2 Limited — Capital/Financing Update 2021

Jul 22, 2021

UNDERWRITING AGREEMENT

July 21, 2021

Rio2 Limited 355 Burrard Street, Suite 1000 Vancouver, BC V6C 2G8

Attention: Mr. Alex Black, President and Chief Executive Officer Mr. Jose Luis Martinez, Executive Vice President & Chief Strategy Officer

Dear Sir:

Scotia Capital Inc. (“ Scotia ”), as lead underwriter and lead bookrunner, along with CIBC World Markets Inc. and Raymond James Ltd. (collectively with Scotia, the “ Joint Bookrunners ”) and along with Cantor Fitzgerald Canada Corporation, Sprott Capital Partners LP and Cormark Securities Inc. (collectively with Joint Bookrunners, the “ Underwriters ” and each individually, an “ Underwriter ”) based upon and subject to the terms and conditions set out below, hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 18 below, offer to purchase from Rio2 Limited (the “ Corporation ”) and the Corporation hereby agrees to issue and sell to the Underwriters, 38,500,000 common shares (“ Purchased Shares ”) in the capital of the Corporation, on a underwritten public offering basis, at a price of $0.65 per Purchased Share (the “ Offer Price ”) for aggregate gross proceeds of $25,025,000.

The Corporation hereby grants to the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 5,775,000 common shares in the capital of the Corporation (the “ OverAllotment Shares ”) at the Offer Price for additional gross proceeds of up to $3,753,750 upon the terms and conditions set forth herein for the purpose of covering over-allotments, if any, made in connection with the Offering (as defined below). The Over-Allotment Option shall be exercisable, in whole or in part, and at any time, and from time to time, until the date that is 30 days following the Closing Date (as defined herein) by giving written notice to the Corporation, as more particularly described in Section 12. Pursuant to such notice, the Underwriters shall purchase in their respective percentages set out in Section 18, and the Corporation shall deliver and sell, the number of Over-Allotment Shares indicated in such notice in accordance with this Underwriting Agreement (as defined below). The Underwriters shall be under no obligation whatsoever to exercise the Over-Allotment Option in whole or in part.

The Purchased Shares and the Over-Allotment Shares are collectively referred to in this Underwriting Agreement as the “ Offered Shares ” and the offering of the Offered Shares by the Corporation is referred to in this Underwriting Agreement as the “ Offering ”.

We understand that the Corporation has filed a preliminary short form prospectus dated July 20, 2021 relating to the distribution of the Offered Shares and the grant of the Over-Allotment Option (the “ Preliminary Prospectus ”) pursuant to the Passport Procedures (as defined below), electing the British Columbia Securities Commission as the principal regulator, and obtained a decision document issued by the British Columbia Securities Commission evidencing that a receipt (or deemed receipt) has been issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions. We further understand that the Corporation shall prepare and file within the time limits and on the terms set out

CAN: 37714085.1115491844v2

below an amended and restated preliminary short form prospectus relating to the distribution of the Offered Shares and the grant of the Over-Allotment Option (the “ Amended Preliminary Prospectus ”), pursuant to the Passport Procedures, electing the British Columbia Securities Commission as the principal regulator, and obtain a decision document issued by the British Columbia Securities Commission evidencing that a receipt (or deemed receipt) has been issued for the Amended Preliminary Prospectus in each of the Qualifying Jurisdictions. The Underwriters also understand that the Corporation shall prepare and will file within the time limits and on the terms set out below a (final) short form prospectus relating to the distribution of the Offered Shares and the grant of the OverAllotment Option (the “ Final Prospectus ”), and all other necessary documents in order to qualify the Offered Shares for distribution to the public in each of the Qualifying Jurisdictions and the grant of the Over-Allotment Option.

The Underwriters propose to offer the Offered Shares at the Offer Price specified above. After a reasonable effort has been made to sell all of the Offered Shares at the Offer Price, the Underwriters may subsequently reduce the selling prices to investors from time to time in order to sell any of the Offered Shares remaining unsold; provided that any such reduction in the selling price to investors shall not affect the aggregate Offer Price less the Underwriting Fee (as defined below) payable to the Corporation. The Underwriters agree that: (i) up to an aggregate of $10,432,500 of Purchased Shares may be allocated to certain institutions (collectively, the “ Specified Institutional Purchasers ”), and (ii) up to an aggregate of $2,796,263 of Purchased Shares may be allocated to certain (a) insiders, shareholders and affiliates of the Corporation, and (b) persons who are not institutions or otherwise clients of the Underwriters, unless such persons are agreed to by the Underwriters (collectively, the “ President’s List Purchasers ”), provided that the Specified Institutional Purchasers and President’s List Purchasers shall be identified by the Corporation and agreed to by the Underwriters at least three Business Days (as defined herein) prior to the Closing Date and that the issuances of Purchased Shares to such Specified Institutional Purchasers and President’s List Purchasers comply with Applicable Securities Laws (as defined herein).

The Offered Shares may also be offered and sold in the United States (as defined below) on a private placement basis in accordance with Schedule “A” attached hereto, which Schedule forms a part of this Underwriting Agreement, and in compliance with U.S. Securities Laws (as defined below) to Persons who the Underwriters reasonably believe to be Qualified Institutional Buyers (as defined below).

Subject to applicable law, including Applicable Securities Laws (as defined herein) and the terms of this Underwriting Agreement, the Offered Shares may also be distributed outside of Canada and the United States, in each jurisdiction where they may be lawfully sold by the Underwriters without: (a) giving rise to any requirement under the laws of such jurisdiction to prepare and/or file a prospectus, registration statement or document having similar effect; or (b) creating any ongoing compliance or continuous disclosure obligations for the Corporation pursuant to the laws of such jurisdiction.

In consideration of the Underwriters’ services to be rendered in connection with the Offering, including assisting in preparing documentation relating to the sale of the Offered Shares including the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material (as defined below) and distributing the Offered Shares, directly and through other investment dealers and brokers, the Corporation agrees to pay the Underwriting Fee to the Underwriters at the Time of Closing (as defined below).

The Underwriters understand that the Corporation will concurrently offer and sell 9,792,880 common shares in the capital of the Corporation at a price of $0.65 per common share on a nonbrokered private placement (the “ Non-Brokered Private Placement ”) basis directly to Wheaton Precious Metals Corp. The Underwriters undertake no obligation to the Corporation or to the purchaser under the Non-Brokered Private Placement. The Corporation acknowledges and agrees that the purchaser under the Non-Brokered Private Placement does not and will not have any recourse to or any rights against the Underwriters, and the Underwriters do not and will not have any liability whatsoever to the purchaser under or in connection with the Non-Brokered Private Placement. No Underwriting Fee will be paid in connection with the Non-Brokered Private Placement.

All obligations of the Underwriters under this Underwriting Agreement are several (and not joint or joint and several) and no Underwriter will be liable under this Underwriting Agreement for any act, omission, default or conduct by any other Underwriter.

The following are the terms and conditions of the agreement between the Corporation and the Underwriters:

TERM AND CONDITIONS

Section 1 Definitions and Interpretation

• (1) In this Underwriting Agreement:

“ Act ” means the Business Corporations Act (Ontario);

“ affiliate ” means an affiliated entity for purposes of the Securities Act (Ontario);

“ Amended Preliminary Prospectus ” has the meaning given to that term in the fourth paragraph of this Underwriting Agreement and for greater certainty includes the documents incorporated by reference therein;

“ Ancillary Documents ” means all agreements, certificates and documents executed and delivered, or to be executed and delivered, by the Corporation in connection with the transactions contemplated by this Underwriting Agreement;

“ Applicable Securities Laws ” means the Canadian Securities Laws and the U.S. Securities Laws;

“ Auditors ” means Grant Thornton LLP;

“ Business Day ” means a day other than a Saturday, Sunday or any other day on which the principal offices of Canadian Schedule I banks located in the City of Toronto, Ontario or the City of Vancouver, British Columbia, are not open for business;

“ Canadian Securities Laws ” means, collectively, all applicable securities Laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the securities regulatory authorities in the Qualifying Jurisdictions;

“ Closing Date ” means August 6, 2021 or any earlier or later date as may be agreed to by the Corporation and Scotia, on behalf of the Underwriters, acting reasonably, but will in any event not be later than 42 days after the date of issuance of a receipt for the Final Prospectus;

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

“ Corporate Financial Information ” means (a) the audited annual consolidated financial statements of the Corporation for the fiscal year ended December 31, 2020, together with comparative annual consolidated annual financial statements for the fiscal year ended December 31, 2019, including the notes thereto; and (b) the amended unaudited condensed consolidated interim financial statements of the Corporation for the period ended March 31, 2021, including the notes thereto;

“ Corporation ” means Rio2 Limited;

“ Debt Instrument ” means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money other than indebtedness between the Corporation and the Subsidiaries or between the Subsidiaries;

“ distribution ” means distribution or distribution to the public, as the case may be, for the purposes of Canadian Securities Laws or any of them;

“ Easement Rights ” means the process by which Fenix Gold Limitada requested permanent easements to use the surface land where the Fenix Gold Project is located in order to commence mine construction and production, all of which is owned by the Chilean Government;

“ EIA Approval ” means the environmental impact assessment process at the Fenix Gold Project filed with the Chilean Environmental Impact Assessment System by Fenix Gold Limitada regarding the approval of mine construction and production at the Fenix Gold Project;

“ Employee Plans ” has the meaning given to that term in Section 7(yyy).

“ Environmental Laws ” means all applicable federal, provincial, state, municipal and local Laws of any Governmental Authority, including Laws relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances;

“ Environmental Permits ” means all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws;

“ Fenix Gold Project Technical Report ” means the “Updated Pre-feasibility Study for the Fenix Gold Project Atacama, III Region, Chile” with an effective date of August 15, 2019;

“ Final Prospectus ” has the meaning given to that term in the fourth paragraph of this Underwriting Agreement and for greater certainty includes the documents incorporated by reference therein;

“ Governmental Authority ” means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental, administrative, regulatory or public

department, central bank, court, tribunal, ministry, arbitral body, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and any stock exchange or self-regulatory authority and, for greater certainty, includes the Securities Commissions, the TSX-V and the Investment Industry Regulatory Organization of Canada;

“ IFRS ” means International Financial Reporting Standards;

“ Indemnified Party ” or “ Indemnified Parties ” has the meaning given to that term in Section 15(1) of this Underwriting Agreement;

“ Laws ” means Canadian Securities Laws, U.S. Securities Laws, and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply 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;

“ Leased Premises ” means the premises which are material to the Corporation and which the Corporation occupies as a tenant;

“ Liens ” means any encumbrance or title defect of whatever 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, 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 whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy such property or assets;

“ limited-use version ” has the meaning given to that term in NI 41-101;

“ Marketing Materials ” means the term sheets dated July 20, 2021 and July 21, 2021, in respect of the Offering, the investor presentation in respect of the Offering dated July 20, 2021 and any other materials deemed to constitute “marketing materials” as defined in NI 41-101;

“ Material Adverse Effect ” means (a) any event, occurrence, state of facts, effect or change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable) on the Corporation and the Subsidiaries, as the case may be, in each case taken as a whole, that has had or could reasonably be expected to have a material adverse effect or change to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow, income, prospects or business operations of the Corporation and its Subsidiaries, as the case may be, in each case taken as a whole, or (b) any event, occurrence, state of facts, effect or change that would result in any Offering Document containing a misrepresentation;

“ Material Agreement ” means any contract, commitment, agreement (written or oral), instrument, lease or other document (including option agreements), to which the Corporation or any of the Subsidiaries is a party or otherwise bound and which is material to the Corporation and the Subsidiaries, taken as a whole;

“ material change ” has the meaning given to that term in the Securities Act (Ontario);

“ material fact ” has the meaning given to that term in the Securities Act (Ontario);

“ Material Property ” means the Corporation’s material mineral property, being the “Fenix Gold Project”, as described in the Fenix Gold Project Technical Report and the Offering Documents;

“ Material Subsidiaries ” means Fenix Gold Limitada and Lince S.A.;

“ misrepresentation ” has the meaning given to that term in the Securities Act (Ontario);

“ MI 11-102 ” means Multilateral Instrument 11-102 – Passport System ;

“ NI 41-101 ” means National Instrument 41-101 - General Prospectus Requirements ;

“ NI 43-101 ” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects ;

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

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations;

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees ;

“ Non-Brokered Private Placement ” has the meaning given to that term in the ninth paragraph of this Underwriting Agreement;

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

“ Offer Price ” has the meaning given to that term in the first paragraph of this Underwriting Agreement;

“ Offered Shares ” has the meaning given to that term in the third paragraph of this Underwriting Agreement;

“ Offering ” has the meaning given to that term in the third paragraph of this Underwriting Agreement;

“ Offering Documents ” means, collectively, the Prospectuses, any Supplementary Material, the Marketing Materials and, if applicable, each U.S. Placement Memorandum;

“ Offering Jurisdictions ” means the Qualifying Jurisdictions, the United States and any other jurisdiction permitted under this Underwriting Agreement;

“ Over-Allotment Option ” has the meaning given to that term in the second paragraph of this Underwriting Agreement;

“ Over-Allotment Shares ” has the meaning given to that term in the second paragraph of this Underwriting Agreement;

“ Passport Procedures ” means the system and procedures described under MI 11-102 and NP 11-202;

“ Person ” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of any nature or kind whatsoever;

“ Preliminary Prospectus ” has the meaning given to that term in the fourth paragraph of this Underwriting Agreement and for greater certainty includes the documents incorporated by reference therein;

“ President’s List Purchasers ” has the meaning given to that term in the fifth paragraph of this Underwriting Agreement;

“ Prospectuses ” means collectively, the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus, and any amendments thereto;

“ Public Information ” means all information regarding the Corporation that is, or becomes, publicly available and includes, but is not limited to, all prospectuses, annual reports, annual and interim financial statements, annual information forms, business acquisition reports, management discussion and analysis of financial condition and results of operations, information circulars, material change reports, press releases and all other information or documents required to be filed or furnished by the Corporation under Applicable Securities Laws which have been publicly filed on the System for Electronic Document Analysis and Retrieval or otherwise publicly disseminated by the Corporation;

“ Purchased Shares ” has the meaning given to that term in the first paragraph of this Underwriting Agreement;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A;

“ Qualifying Jurisdictions ” means, collectively, each of the provinces and territories of Canada other than the Province of Québec;

“ Reporting Jurisdictions ” has the meaning given to that term in Section 7(s);

“ Rule 144A ” means Rule 144A under the U.S. Securities Act;

“ Securities Commissions ” means the applicable securities commission or regulatory authority in each of the Qualifying Jurisdictions;

“ Selling Firms ” has the meaning given to that term in Section 10(1)(a);

“ Specified Institutional Purchasers ” has the meaning given to that term in the fifth paragraph of this Underwriting Agreement;

“ Standard Listing Conditions ” has the meaning given to that term in Section 3(5)(d) of this Underwriting Agreement;

“ Subsidiaries ” means each of the subsidiaries of the Corporation, being (a) Rio2 S.A.C.; (b) Rio2 Exploraciones S.A.C.; (c) Fenix Gold Limitada; (d) Lince S.A.; and (e) Rio2 S.A.;

“ subsidiary ” and “ subsidiaries ” have the meaning given to such terms in the Act;

“ Supplementary Material ” means, collectively (a) any amendment or supplement to the Prospectuses (other than the Amended Preliminary Prospectus) or the Marketing Materials; (b) any amendment or supplement to the U.S. Placement Memorandum; (c) any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under Canadian Securities Laws relating to the qualification for distribution of the Offered Shares (other than the Amended Preliminary Prospectus); or (d) any other document that is delivered or intended to be delivered to a purchaser of Offered Shares; including, for greater certainty, any marketing material and any standard term sheet approved by the Corporation in accordance with Section 2(3);

“ Time of Closing ” means (i) 8:00 a.m. (Toronto time) on the Closing Date, or (ii) any other time on the Closing Date as may be agreed to by the Corporation and Scotia, on behalf of the Underwriters;

“ Transfer Agent ” means Computershare Trust Company of Canada, at its principal office in the City of Vancouver, British Columbia;

“ TSX-V ” means the TSX Venture Exchange;

“ Underwriting Agreement ” means the agreement resulting from the acceptance by the Corporation of the offer made hereby;

“ Underwriting Fee ” has the meaning given to that term in Section 13;

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

“ U.S. Affiliate ” means the U.S. registered broker-dealer affiliate of an Underwriter;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended, including the rules and regulations promulgated thereunder;

“ U.S. Placement Memorandum ” means each U.S. private placement memorandum, in a form and substance acceptable to the Underwriters and the Corporation, which has attached thereto, a copy of the Preliminary Prospectus, Amended Preliminary Prospectus or the Final Prospectus, or any amendment or supplement thereto, delivered or to be delivered to offerees and purchasers of Offered Shares in the United States pursuant to the terms and conditions hereof;

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended, including the rules and regulations promulgated thereunder; and

“ U.S. Securities Laws ” means all applicable securities Laws in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and any applicable state securities Laws.

• (2) Incorporation of Schedule . The Underwriters and the Corporation acknowledge that Schedule “A” attached hereto shall form part of this Underwriting Agreement.

• (3) Headings, etc. The division of this Underwriting Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Underwriting Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Underwriting Agreement. The words “hereof,” “hereto,” “herein” and “hereunder” and words of similar import, when used in this Underwriting Agreement, shall refer to this Underwriting Agreement as a whole and not to any particular provision of this Underwriting Agreement. Words defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Wherever the word “include,” “includes” or “including” is used in this Underwriting Agreement, it shall be deemed to be followed by the words “without limitation”. References herein to any Law shall be deemed to refer to such Law as amended, re-enacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder. References herein to any contract, instrument or agreement mean such contract, instrument or agreement as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof.

• (4) Currency. Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

• (5) Knowledge. In this Underwriting Agreement a reference to “knowledge” of the Corporation or of which the Corporation is “aware” means to the actual knowledge of Alex Black, Kathryn Johnson, Jose Luis Martinez, Enrique Garay, Andrew Cox, Ian Dreyer, Alejandra Gomez and Carlos Salazar, each after due and reasonable inquiry, including due enquiry of appropriate and relevant persons and review of relevant documentation.

• (6) Information Relating to Underwriters . Where this Underwriting Agreement references information and statements relating solely to the Underwriters (and/or their U.S. Affiliates) and furnished by them specifically for use in the Offering Documents, or any part thereof, the statements set forth under the heading “ Plan of Distribution ” in the Prospectuses or any Supplementary Material, or that relate to over-allotment and stabilization activities that may be undertaken by the Underwriters, constitute the only such information and statements.

Section 2 Filing of the Prospectuses and Qualification for Distribution

• (1) The Corporation shall prepare and, as soon as practicable, and in any event not later than 5:00 p.m. (Vancouver time) on July 21, 2021, file the Amended Preliminary Prospectus under Canadian Securities Laws, and shall use its reasonable best efforts to have subsequently

obtained a decision document evidencing the receipt (and deemed receipt) therefor from the Securities Commission in each of the Qualifying Jurisdictions (under Passport Procedures) by 5:00 p.m. (Vancouver Time) on July 21, 2021.

• (2) The Corporation shall use its reasonable best efforts to satisfy and resolve all comments with respect to the Amended Preliminary Prospectus as soon as possible after receipt of such comments and use its commercially reasonable best efforts to prepare and file the Final Prospectus under Canadian Securities Laws by no later than 12:00 p.m. (Vancouver time) on July 28, 2021 and shall use its reasonable best efforts to subsequently obtain a receipt (or deemed receipt) therefor from the Securities Commission in each of the Qualifying Jurisdictions (under Passport Procedures) by no later than 5:00 p.m. (Vancouver Time) on July 28, 2021, and shall have, by 5:00 p.m. (Vancouver time) on July 28, 2021, filed such other documents relating to the distribution in the Qualifying Jurisdictions of the Offered Shares, and shall have taken all other steps and proceedings that may be necessary to be taken by the Corporation in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters under the Canadian Securities Laws and to qualify the grant of the Over-Allotment Option.

• (3) During the distribution of the Offered Shares:

• (a) the Corporation shall prepare, in consultation with the Underwriters, any Marketing Materials (including any template version thereof) to be provided to potential investors in the Offered Shares, and approve in writing any such Marketing Materials (including any template version thereof), as may reasonably be requested by the Underwriters, such marketing materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably;

• (b) the Underwriters shall approve in writing any such Marketing Materials, as contemplated by the Canadian Securities Laws, prior to any Marketing Materials being provided to potential investors of Offered Shares and/or filed with the Securities Commissions; and

• (c) the Corporation shall: (i) file any such Marketing Materials (or any template version thereof) with the Securities Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares; and (ii) remove or redact any comparables from any template version so filed, in compliance with NI 44-101, prior to filing such template version with the Securities Commissions (provided that a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions in compliance with NI 44-101 by the Corporation, and a copy thereof provided to the Underwriters as soon as practicable following the such filing).

• (4) The Corporation and each Underwriter, on a several basis, covenants and agrees that, during the distribution of the Offered Shares, it will not provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than the Prospectuses, any Supplementary Material and the U.S. Placement

Memorandum in accordance with this Underwriting Agreement, provided that: (a) any such materials that constitute Marketing Materials have been approved and filed in accordance with Section 2(3); and (b) any such materials that constitute standard term sheets have been approved in writing by the Corporation and the Underwriters and are provided in compliance with Canadian Securities Laws in each case only in the Qualifying Jurisdictions.

• (5) Notwithstanding Section 2(3) and Section 2(4), following the approval and filing of a template version of Marketing Materials in accordance with Section 2(3), the Underwriters may provide a limited-use version of such template version to potential investors in the Qualifying Jurisdictions in accordance with Canadian Securities Laws.

• (6) Until the earlier of the date on which: (i) the distribution of the Offered Shares is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Section 14, the Corporation will promptly take all steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Shares and the grant of the Over-Allotment Option, or, in the event that the Offered Shares or the Over-Allotment Option, have, for any reason, ceased to so qualify, to so qualify again such securities, as applicable, for distribution in the Qualifying Jurisdictions.

Section 3 Delivery of Offering Documents and Related Matters

• (1) The Corporation shall deliver without charge to the Underwriters, as soon as practicable and in any event within one (1) Business Day for deliveries within Toronto, Ontario and two (2) Business Days for deliveries outside of Toronto, Ontario of obtaining a receipt for the Preliminary Prospectus, the Amended Preliminary Prospectus or the Final Prospectus (as the case may be), and thereafter from time to time during the distribution of the Offered Shares, in such cities in the Offering Jurisdictions as the Underwriters shall notify the Corporation, as many commercial copies of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and each related U.S. Placement Memorandum, respectively, as the Underwriters may reasonably request for the purposes contemplated by the Applicable Securities Laws. The Corporation will similarly cause to be delivered to the Underwriters, in such cities in the Offering Jurisdictions as the Underwriters may reasonably request commercial copies of any Supplementary Material required or intended to be delivered to purchasers or prospective purchasers of the Offered Shares.

• (2) Each delivery of the Prospectuses, each U.S. Placement Memorandum or any Supplementary Material will have constituted and will constitute the Corporation’s consent to the use of the Prospectuses, each U.S. Placement Memorandum and any Supplementary Material by the Underwriters, the U.S. Affiliates and the Selling Firms for the distribution of the Offered Shares in the Offering Jurisdictions in compliance with the provisions of this Underwriting Agreement and the Applicable Securities Laws.

• (3) Each delivery of the Prospectuses and any Supplementary Material to the Underwriters by, or on behalf of, the Corporation will constitute the representation and warranty of the Corporation to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Prospectuses and except for any information or statement in or incorporated by reference in the Prospectuses or any Supplementary Materials, as applicable, that has been superseded by any subsequent information or statement in or incorporated by reference in such Offering Document), at the respective times of delivery:

• (a) the Prospectus being delivered and any Supplementary Material being delivered contains no misrepresentation;

• (b) the Prospectus being delivered, and any Supplementary Material being delivered, constitutes full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares; and

• (c) the Prospectus being delivered and the Supplementary Material being delivered complies in all material respects with the requirements of Canadian Securities Laws pursuant to which it was filed.

• (4) Each delivery of the U.S. Placement Memorandum and any Supplementary Material to the Underwriters by the Corporation will constitute the representation and warranty of the Corporation to the Underwriters and the U.S. Affiliates that (except for information and statements relating solely to the Underwriters and the U.S. Affiliates and furnished by them specifically for use in the U.S. Placement Memorandum and except for any information or statement in or incorporated by reference in the U.S. Placement Memorandum or any Supplementary Materials, as applicable, that has been superseded by any subsequent information or statement in or incorporated by reference in such Offering Document) at the respective times of delivery, such U.S. Placement Memorandum or Supplementary Material being delivered does not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

• (5) The Corporation will also deliver to the Underwriters without charge:

• (a) prior to the filing of each of the following, a copy of the Amended Preliminary Prospectus and Final Prospectus, signed on behalf of the Corporation by the Persons and in the form required by Canadian Securities Laws, including copies of any documents incorporated by reference therein which have not previously been delivered to the Underwriters (provided that any documents incorporated by reference therein which are publicly available on SEDAR shall be deemed to be delivered to the Underwriters);

• (b) forthwith after filing each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus, the U.S. Placement Memorandum;

• (c) upon reasonable request by the Underwriters, a copy of any other document filed with, or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering;

• (d) prior to the filing of the Final Prospectus, evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the TSXV of the Common Shares sold pursuant to the Offering, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX-V in similar circumstances (the “ Standard Listing Conditions ”); and

• (e) a customary “long-form” comfort letter dated the date of the Final Prospectus in a form and substance acceptable to the Underwriters, acting reasonably, addressed to the

Underwriters and the Corporation, from the Auditors, and based on a review completed no more than two (2) Business Days prior to the date of the Final Prospectus, with respect to financial and accounting information relating to the Corporate Financial Information in the Final Prospectus or incorporated therein, which letter shall be in addition to the Auditor’s consent contained in the Final Prospectus and any auditor’s comfort letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Laws.

• (6) Comfort letters and other documents substantially similar to those referred to in this section of this Underwriting Agreement will be delivered, as required, to the Underwriters and the Corporation, and their respective counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or prior to the filing or delivery of, any Supplementary Material.

Section 4 Material Changes During the Distribution of the Offered Shares

• (1) The Corporation will promptly inform the Underwriters at first orally, and then in writing, during the period prior to the completion of the distribution of the Offered Shares of the full particulars of:

• (a) any material change (actual, anticipated, contemplated, threatened, proposed, financial or otherwise) in the assets (including intangible assets), liabilities (contingent or otherwise), financial condition, affairs, operations, prospects or capital or ownership of the Corporation or any Subsidiary;

• (b) any material fact (whether actual, anticipated, threatened, contemplated, or proposed) that has arisen or has been discovered that would have been required to have been stated in any of the Offering Documents had that fact arisen or been discovered on, or prior to, the date of the Offering Documents, as the case may be; and

• (c) any change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against) in any material fact or any misstatement of any material fact contained in any of the Offering Documents, or the coming into existence of any new material fact; and

in all cases which change or new material fact is, or could reasonably be expected to be, of such a nature as:

• (d) to render any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change or new material fact, misleading or untrue in any material respect or could result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation;

• (e) could result in any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Applicable Securities Laws; or

• (f) to constitute a Material Adverse Effect as it relates to the Corporation.

• (2) The Corporation shall comply with Part 6 of NI 41-101, and the Corporation will prepare and will file or deliver promptly, any Supplementary Material, which, in the opinion of the Corporation and its counsel may be necessary, and will until the distribution of the Offered Shares is complete, otherwise comply with all applicable filing, delivery and other requirements under Canadian Securities Laws arising as a result of such fact or change necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions.

• (3) The Corporation will promptly inform the Underwriters at first orally, and then in writing, during the period prior to the completion of the distribution of the Offered Shares of the full particulars of:

• (a) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the TSX-V or any other competent authority, relating to the Prospectuses, the U.S. Placement Memorandum, the Marketing Materials, any Supplementary Material or the distribution of the Offered Shares or the Corporation;

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

• (c) the issuance by any Securities Commission, the TSX-V 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 Corporation (including the Offered Shares) or of the institution, threat of 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 Corporation (including the Offered Shares).

• (4) The Corporation and the Underwriters acknowledge that if the Final Prospectus (prior to amendment), during the period from the date thereof to the later of: (a) the Closing Date; and (b) the date of the completion of the distribution of the Offered Shares, contains a misrepresentation, the Corporation will promptly prepare and file with the Securities Commission in the Qualifying Jurisdictions any amendment or supplement thereto which in the opinion of the Underwriters and the Corporation, acting reasonably, may be necessary or advisable to correct such misrepresentation.

• (5) In addition, if, during the period from the date hereof to the later of: (a) the Closing Date; and (b) the date of the completion of the distribution of the Offered Shares, it shall be necessary to file or deliver any Supplementary Material to comply with any Applicable Securities Laws, the Corporation shall, in co-operation with the Underwriters, make any such filing and/or delivery as soon as reasonably possible.

• (6) In addition to the provisions of Section 4(1), Section 4(2) and Section 4(3), the Corporation will, in good faith, discuss with the Underwriters, any change, event, development or fact, contemplated, anticipated, threatened, or proposed in Section 4(1), Section 4(2) and Section 4(3) that is of such a nature that there may be reasonable doubt as to whether written notice

should be given to the Underwriters under Section 4 and will consult with the Underwriters with respect to the form and substance of any Supplementary Material proposed to be filed or delivered by the Corporation, it being understood and agreed that no such Supplementary Material will be filed by the Corporation with any Securities Commission or delivered to any purchaser or prospective purchaser until the Underwriters and their legal counsel: (a) have been given a reasonable opportunity to review; and (b) approve such material, acting reasonably.

Section 5 Due Diligence

Prior to the Time of Closing, and, if applicable, prior to the filing or delivery of any Supplementary Material, the Underwriters, their legal counsel, and technical consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Corporation and its business operations, properties, assets, affairs, prospects and financial condition. In particular, the Underwriters shall be permitted to conduct all due diligence that they may, in their sole discretion, acting reasonably, require in order to fulfil their obligations under Applicable Securities Laws, and in that regard, the Corporation will make available to the Underwriters, their legal counsel and technical consultants, on a timely basis, all corporate and operating records, material contracts, resource and reserve reports, technical reports, feasibility studies, financial information, transaction record books, current budgets, current forecasts, reports, key officers, as applicable, and other relevant documentation or information necessary in order to complete the due diligence investigation of the Corporation, and its business operations, properties, assets, affairs, prospects and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate in one or more due diligence sessions to be held prior to the Time of Closing at which management of the Corporation, the Auditors, the legal counsel of the Corporation and representatives of the authors of the Fenix Gold Project Technical Report, shall participate. It shall be a condition precedent to (a) the Underwriters’ execution of any certificate in any Offering Document that the Underwriters be satisfied, acting reasonably, as to the form and substance of the document, and (b) the delivery of each U.S. Placement Memorandum to any purchaser or prospective purchaser that the Underwriters and their U.S. Affiliates be satisfied, acting reasonably, as to the form and substance of such document. The Underwriters shall not unreasonably withhold or delay the execution of any such Offering Documents required to be executed by the Underwriters and filed in compliance with Canadian Securities Laws for the purpose of the Offering.

Section 6 Conditions of Closing

The Underwriters’ obligations under this Underwriting Agreement to purchase the Offered Shares or the Over-Allotment Shares, as the case may be, are conditional upon and subject to (it being understood that the Underwriters may, in their sole discretion, waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance of the Corporation):

• (1) Canadian Legal Opinion. The Underwriters receiving at the Time of Closing on the Closing Date a favourable legal opinion from DLA Piper (Canada) LLP, counsel to the Corporation, who may rely on, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters, acting reasonably, as to the qualification of the Offered Shares for sale to the public and as to other matters governed by the laws of other jurisdictions in Canada, and may rely as to matters of fact on certificates of officers, public and exchange officials or of the Auditors or Transfer Agent, to the effect set forth below:

• (a) the Corporation is existing in good standing under the laws of Ontario;

• (b) the Corporation has the corporate power and capacity to (i) carry on its business as described in the Final Prospectus and to own, lease and operate its properties and assets, (ii) execute and deliver the Underwriting Agreement and the Offering Documents, as applicable, and perform its obligations thereunder, (iii) create, offer, issue and sell the Offered Shares, and (iv) grant the Over-Allotment Option to the Underwriters;

• (c) as to the authorized and issued share capital of the Corporation;

• (d) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of the Underwriting Agreement and the performance by the Corporation of its obligations under the Underwriting Agreement, and that the Underwriting Agreement has been duly authorized, executed and delivered by the Corporation and constitutes legal, valid and binding obligations of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Underwriting Agreement;

• (e) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of the Offering Documents and the filing of such documents, as applicable, under Canadian Securities Laws, and that the Offering Documents having been duly authorized and executed, if required by Applicable Securities Laws, by the Corporation;

• (f) all necessary corporate action having been taken by the Corporation to authorize the issuance of the Offered Shares and the grant of the Over-Allotment Option;

• (g) the execution and delivery by the Corporation of the Underwriting Agreement, the fulfilment of the terms thereof by the Corporation, the preparation, execution and delivery of the Offering Documents by the Corporation, and the issue, sale and delivery on the Closing Date of the Offered Shares to the Underwriters and the grant of the Over-Allotment Option as contemplated herein, not constituting or resulting in a breach of or a default under, and not creating a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the articles and by-laws of the Corporation, the Act, the TSX-V, any applicable Law of Ontario, the federal Laws of Canada, or any resolutions of the directors or shareholders of the Corporation;

• (h) the Offered Shares have been validly authorized for issuance by the Corporation and, upon payment therefor and the issue thereof, the Offered Shares will be validly issued as fully paid and non-assessable Common Shares;

• (i) the Over-Allotment Option has been duly and validly authorized and granted by the Corporation and the Over-Allotment Shares issuable upon the exercise of the OverAllotment Option have been duly and validly created, allotted and reserved for issuance

by the Corporation and, upon the exercise of the Over-Allotment Option including receipt by the Corporation of payment in full therefor, the Over-Allotment Shares will be fully paid and non-assessable Common Shares;

• (j) all documents required to be filed with or delivered to the Securities Commissions by the Corporation, and all proceedings required to be taken by the Corporation under Canadian Securities Laws, have been filed or delivered and taken in order to qualify the distribution of the Offered Shares in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable Laws thereof who have complied with the relevant provisions thereof and to qualify the grant of the OverAllotment Option, and other than for post-Closing filings required under Canadian Securities Laws or in connection with a trade from the holdings of a control person, no other documents will be required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained by the Corporation under Canadian Securities Laws to permit the trading in the Qualifying Jurisdictions of the Offered Shares, through registrants duly registered under Canadian Securities Laws or in circumstances in which there is an exemption from the registration requirements of such applicable Laws;

• (k) that no other documents or prospectus needs to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws in connection with the first trade of the Offered Shares by the holders thereof;

• (l) the Offered Shares having been conditionally approved, or approved, for listing on the TSX-V, subject only to the Standard Listing Conditions;

• (m) in those Qualifying Jurisdictions where such an opinion can be provided, the Corporation being a reporting issuer (or the equivalent) under the Canadian Securities Laws of all of the Qualifying Jurisdictions, and not being included on a list of defaulting reporting issuers maintained by the securities regulators of such jurisdictions;

• (n) the statements under the heading “ Eligibility for Investment ” in the Final Prospectus in so far as they purport to describe the provisions of the laws referred to therein, are fair and accurate summaries of the matters discussed therein;

• (o) the Transfer Agent has been duly appointed as registrar and transfer agent of the Common Shares;

• (p) that the attributes of the Offered Shares conform in all material respects with the description thereof contained in the Final Prospectus; and

• (q) as to such other matters as may reasonably be requested by the Underwriters,

all in a form and substance acceptable to the Underwriters, acting reasonably.

• (2) Opinion(s) of Local Counsel for the Corporation . The Underwriters receiving at the Time of Closing on the Closing Date a favourable legal opinion from local counsel to the Corporation, as to: (a) the incorporation and existence of the Material Subsidiaries; (b) the ability of the

Material Subsidiaries to carry on their business as presently carried on and to own, lease and operate their properties and assets; (c) the authorized capital and issued and outstanding share capital of the Material Subsidiaries; and (d) the ownership of the issued and outstanding securities of the Material Subsidiaries, in form and substance acceptable to the Underwriters, acting reasonably.

• (3) Title Opinions. The Underwriters receiving, at the Time of Closing, a favourable legal opinion (in customary form) dated as of the Closing Date from local counsel to the Corporation as to title matters in respect of the Material Property, in form and substance acceptable to the Underwriters, acting reasonably.

• (4) Opinion of United States Counsel for the Corporation. In the event of the offering and sale of Offered Shares in the United States pursuant to this Underwriting Agreement, including Schedule “A” hereto, the Underwriters shall have received an opinion from DLA Piper LLP (US), the Corporation’s special U.S. counsel, in form and substance reasonably satisfactory to the Underwriters and their counsel and addressed to the Underwriters, to the effect that it is not necessary to register under the U.S. Securities Act the offer and sale of the Offered Shares (and the initial resale by the Underwriters of the Offered Shares) in the United States in the manner contemplated by this Underwriting Agreement, including Schedule “A” hereto, and the U.S. Placement Memorandum.

• (5) Officer’s Certificate of the Corporation. The Underwriters having received at the Time of Closing on the Closing Date, a certificate dated such date signed by the Chief Executive Officer of the Corporation or another officer acceptable to the Underwriters in form and substance acceptable to the Underwriters with respect to:

• (a) the constating documents of the Corporation;

• (b) the resolutions of the directors of the Corporation relevant to the Offering, the Offering Documents, the allotment, issue (or reservation for issue) and sale of the Offered Shares, the grant of the Over-Allotment Option, the authorization of this Underwriting Agreement and the other agreements and transactions contemplated by this Underwriting Agreement; and

• (c) the incumbency and signatures of signing officers of the Corporation.

• (6) Certificate of Transfer Agent and Registrar. The Corporation having delivered to the Underwriters a certificate of the Transfer Agent, which certifies the number of Common Shares issued and outstanding on the day prior to the Closing Date.

• (7) Certificates of Status. The Underwriters having received at the Time of Closing on the Closing Date, certificates of status and/or compliance (or the equivalent), for the Corporation and each Subsidiary, in the case of the Corporation dated no earlier than the date immediately prior to the Closing Date and in the case of the Subsidiaries dated no earlier than three Business Days prior to the Closing Date.

• (8) Bring Down Comfort Letter. The Underwriters having received a “bring down” comfort letter dated the Closing Date from the Auditors, in form and substance satisfactory to Scotia, on behalf of the Underwriters, acting reasonably, bringing forward to a date not more than two

Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 3(5)(e).

• (9) Closing Certificate of the Corporation . The Corporation having delivered to the Underwriters, at the Time of Closing, a certificate dated the date on which such Time of Closing occurs, addressed to the Underwriters and signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation, certifying for and on behalf of the Corporation, and not in their personal capacity, after having made due inquiries, with respect to the following matters:

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

• (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or any of the Corporation’s issued securities having been issued, and no proceeding for such purpose, to the knowledge of such officers, being pending or threatened;

• (c) subsequent to the date of this Underwriting Agreement, there having not occurred a material change, or any change or development that could reasonably be expected to result in a Material Adverse Effect in respect of the Corporation, or the coming into existence or discovery of a new material fact, other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be;

• (d) each of the Offering Documents contain full, true and plain disclosure of all material facts relating to the Offered Shares and to the Corporation and its Subsidiaries considered as a whole, does not contain a misrepresentation and does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and

• (e) the representations and warranties of the Corporation contained in this Underwriting Agreement, any Ancillary Documents and in any certificates of the Corporation delivered pursuant to or in connection with this Underwriting Agreement, being true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects) as at the Time of Closing, with the same force and effect as if made on and as at such Time of Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Underwriting Agreement.

• (10) Lock-Up Agreements . The Underwriters receiving the executed lock-up agreements from each director and officer of the Corporation in favour of the Underwriters in a form satisfactory to the Underwriters, acting reasonably, as required pursuant to Section 9(k) of this Underwriting Agreement.

• (11) No Termination. The Underwriters not having exercised any rights of termination set forth in Section 14.

• (12) Exchange. The Offered Shares shall have been approved or conditionally approved for listing on the TSX-V, subject only to the Standard Listing Conditions.

• (13) No Cease Trade Order. At the Time of Closing, the Corporation not being the subject of a cease trading order made by any Securities Commission or other Governmental Authority which has not been rescinded.

• (14) Non-Brokered Private Placement. The concurrent completion by the Corporation of the NonBrokered Private Placement.

• (15) Representations and Warranties. At the Time of Closing, the representations and warranties of the Corporation contained in this Underwriting Agreement, any Ancillary Documents and in any certificates of the Corporation delivered pursuant to or in connection with this Underwriting Agreement, being true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects) as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct, in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Underwriting Agreement, and the Corporation having complied with all terms and conditions of this Underwriting Agreement to be complied with by the Corporation at or prior to the Time of Closing.

• (16) Other Documentation. The Underwriters having received at the Time of Closing such further certificates and other documentation from the Corporation as may be contemplated herein or as the Underwriters may reasonably require, provided, however, that the Underwriters shall request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate or document.

Section 7 Representations and Warranties of the Corporation

The Corporation hereby represents and warrants to the Underwriters, as of the date hereof, and hereby acknowledges that each of the Underwriters is relying on such representations and warranties in entering into this Underwriting Agreement and in connection with the completion of the Offering, that:

• (a) (i) the Corporation (A) has been duly organized and is validly existing under the laws of Ontario and is up-to-date in respect of all material corporate filings and in good standing under the Act; (B) has all requisite corporate power and capacity to carry on its business as now conducted and to own or lease and operate its properties and assets; and (C) has all requisite corporate power and authority to execute and deliver the Offering Documents and issue and sell the Offered Shares, to grant the Over-Allotment Option and to enter into and carry out its obligations under this Underwriting Agreement; (ii) each of the Subsidiaries (A) has been duly organized and is validly existing under the laws of the jurisdiction of its organization and is up-to-date in respect of all material corporate filings; and (B) has all requisite corporate power and capacity to carry on its business as now conducted and to own or lease and operate its properties

and assets; and (iii) the Subsidiaries are the only subsidiaries of the Corporation and the Corporation is the direct, registered and beneficial owner of the issued and outstanding shares of each of the Subsidiaries as set out in the Prospectuses, free and clear of all Liens;

• (b) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation or any of the Subsidiaries;

• (c) each of the Corporation and the Subsidiaries is conducting its business in compliance with all applicable Laws of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned or leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that would give rise to a notice of non-compliance with any such Laws, licenses, registrations or qualifications which would reasonably be expected to result in a Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole;

• (d) the Corporation does not have any subsidiaries other than the Subsidiaries; each of Rio2 S.A.C.; Rio2 Exploraciones S.A.C.; and Rio2 S.A. (i) has no current operations and activities, and (ii) has no material assets or liabilities; none of the Corporation or any of the other Subsidiaries has guaranteed, or is otherwise responsible for, the obligations of any of Rio2 S.A.C.; Rio2 Exploraciones S.A.C.; and Rio2 S.A.;

• (e) the execution and delivery of this Underwriting Agreement and the performance of the transactions contemplated hereby have been authorized by all necessary corporate action of the Corporation and upon the execution and delivery thereof, this Underwriting Agreement shall constitute a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario);

• (f) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Underwriting Agreement, the valid sale and delivery of the Offered Shares and the grant of the Over-Allotment Option have been made or obtained or will be obtained prior to the Closing Date, as applicable, other than post-closing filings required to be made to the TSX-V relating to the Standard Listing Conditions or as required by Applicable Securities Laws and any post-closing notice filings required under applicable United States federal or state securities laws;

• (g) the execution and delivery of this Underwriting Agreement by the Corporation, the performance by the Corporation of its obligations hereunder (including the issue and sale of the Offered Shares and the grant of the Over-Allotment Option) and the

consummation of the transactions contemplated hereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under (whether after notice or lapse of time or both), and the Corporation is not currently in breach or default of: (i) any Law applicable to the Corporation; (ii) the constating documents or resolutions of the Corporation which are in effect at the date of hereof; (iii) any Debt Instrument or Material Agreement; or (iv) any judgment, decree or order binding on the Corporation, the Subsidiaries or the properties or assets thereof, except where such breach, violation or default would not reasonably be expected to result in a Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole;

• (h) the Offered Shares to be issued and sold as described in this Underwriting Agreement and the Offering Documents have been, or prior to the Time of Closing, will be validly authorized for issuance and upon their issuance and delivery against payment in full of the aggregate Offer Price, will be validly issued, fully paid and non-assessable;

• (i) the authorized and issued capital of the Corporation conforms to the description thereof contained in the Offering Documents;

• (j) the Corporation has no knowledge of any legislation, or proposed legislation published and publicly disseminated by a legislative body, which would have a Material Adverse Effect if such legislation or proposed legislation would be enacted, in the form published and publicly disseminated, as of the date hereof;

• (k) the currently issued and outstanding Common Shares are listed and posted for trading on the TSX-V and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and, to the knowledge of the Corporation, no proceedings for such purpose have been threatened or are pending;

• (l) the Corporation has not taken any action which would reasonably be expected to result in the delisting or suspension of the Common Shares on or from the TSX-V and the Corporation is currently in compliance, in all material respects, with the rules and regulations of the TSX-V;

• (m) other than as disclosed in the Offering Documents, no Person now has any agreement or option or right or privilege (whether at law, preemptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation or the Subsidiaries and the number of Common Shares reserved for issue pursuant to outstanding options, warrants, share incentive plans, convertible, exercisable and exchangeable securities and other rights to acquire Common Shares conform to the description thereof in the Offering Documents;

• (n) the Corporation and the Subsidiaries have good, valid and marketable title to, and have all necessary rights in respect of, all of their assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens and no other rights or assets are necessary for the conduct of the business of the Corporation as currently conducted. The Corporation knows of no claim or basis for any claim that

would reasonably be likely to result in a Material Adverse Effect on the rights of the Corporation or the Subsidiaries to use, transfer, lease, licence, operate, sell or otherwise exploit such assets and, other than as described in the Offering Documents, neither the Corporation nor any Subsidiary has any obligation to pay any commission, licence fee or similar payment to any person in respect thereof 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 such assets;

• (o) no agreement exists among the shareholders of the Corporation in respect of the Corporation and no such agreement will exist at the Time of Closing;

• (p) since December 31, 2020, other than as disclosed in the Offering Documents:

• (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation or the Subsidiaries on a consolidated basis;

• (ii) there has not been any material change in the capital stock or long-term debt of the Corporation and the Subsidiaries on a consolidated basis;

• (iii) the Corporation and the Subsidiaries have carried on their businesses in the ordinary course; and

• (iv) there has not been any change in accounting or tax practices followed by the Corporation or its Subsidiaries;

• (q) the Corporate Financial Information, presents fairly, in all material respects, the financial condition of the Corporation, on a consolidated basis, for the periods referred to therein and has been prepared in accordance with IFRS and there have been no changes in accounting policies or practices of the Corporation or its Subsidiaries other than as disclosed in the Corporate Financial Information;

• (r) there are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Corporation or other persons that would reasonably be expected to result in an Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole;

• (s) there are no actions, claims, proceedings, investigations, suits, or judgements (whether or not purportedly by or on behalf of the Corporation) commenced or, to the knowledge of the Corporation, threatened, pending against or by or affecting the Corporation, the Subsidiaries, the directors, officers or employees of the foregoing or the Material Property at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any applicable Governmental Authority that would reasonably be expected to result in a Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole or would materially and adversely affect the consummation of the transactions contemplated in this Underwriting Agreement or the performance by the Corporation of its obligations hereunder;

• (t) the Corporation is a “reporting issuer” in all of the provinces of Canada, other than Québec (the “ Reporting Jurisdictions ”) and is not (or will not be, as the case may be) included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and, without limiting the foregoing, the Corporation has at all times complied, in all material respects, with its obligations to make timely disclosure of all material changes relating to it and there is no material change relating to the Corporation which has occurred and with respect to which the requisite news release has not been disseminated or material change report has not been filed with such Securities Commissions (except a material change report in respect of the offer and sale of Offered Shares hereunder);

• (u) all material filings and fees required to be made and paid by the Corporation pursuant to the Canadian Securities Laws of each of the Qualifying Jurisdictions and general corporate law have been made and paid and the information and statements set forth in the material incorporated by reference in the Offering Documents were accurate in all material respects and did not contain any misrepresentation as of the date of such information or statement, and the Corporation has not filed any confidential material change report with any Securities Commissions that is still maintained on a confidential basis;

• (v) to the knowledge of the Corporation, the Auditors are independent public accountants as required by Canadian Securities Laws;

• (w) there has not been any “reportable event” (within the meaning of NI 51-102) with the Auditors or any former auditor of the Corporation;

• (x) the responsibilities and composition of the Corporation’s audit committee comply with NI 52-110;

• (y) the Corporation maintains (for itself and the Subsidiaries) a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian generally accepted accounting principles or IFRS and to maintain asset accountability; (iii) access to monies and investments is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

• (z) the Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation to compete in any line of business, transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of the Corporation;

• (aa) other than the Corporation or as otherwise contemplated in the Offering Documents, there is no Person that is or will be entitled to the proceeds of the Offering under the terms of any Debt Instrument, Material Agreement, or other agreement, instrument or document (written or unwritten);

• (bb) the Corporation is not party to any agreement, instrument or document, nor is the Corporation aware of any agreement, instrument or document, which in any manner affects the voting control of any of the securities of the Corporation or the Subsidiaries;

• (cc) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties including ordinary and additional mining duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto, including any penalty and interest payable with respect thereto due and payable by the Corporation and/or the Subsidiaries, have been paid or will be paid when due or requested, except where the failure to pay such taxes or other amounts would not reasonably be expected to result in a Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole, or in the taxes that are being contested, in good faith, by the Corporation and/or the Subsidiaries that would not reasonably be expected to result in a Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings did not contain a misrepresentation as at the respective dates thereof, except where the failure to file such documents or such misrepresentation would not reasonably be expected to result in a Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole. To the knowledge of the Corporation, no examination of any tax return of the Corporation or the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any applicable Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries, in any case;

• (dd) none of the Corporation or the Subsidiaries, nor, to the Corporation’s knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by the Corporation or a Subsidiary or such other person under any Debt Instrument or Material Agreement, and no event has occurred which with notice or lapse of time or both would constitute such a default by the Corporation or a Subsidiary or, to the Corporation’s knowledge, any other party, except where such default or event would not reasonably be expected to result in an Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole;

• (ee) each Material Agreement and Debt Instrument has been provided to the Underwriters and is valid, subsisting, in good standing in all material respects and in full force and effect, enforceable in accordance with the terms thereof, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally, and subject to other standard assumptions and qualifications, including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in such agreements may be limited by applicable Laws; the Corporation and the Subsidiaries have, in all material respects, performed all obligations in a timely manner under, and are in compliance, in all material respects, with all terms and conditions (including any financial covenants) contained in, each Material Agreement and Debt Instrument;

• (ff) the Transfer Agent at its principal transfer office in the City of Vancouver, British Columbia has been duly appointed as the registrar and transfer agent in Canada in respect of the Common Shares;

• (gg) except as disclosed in the Offering Documents, to the knowledge of the Corporation, none of the directors, officers or employees of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Corporation or the Subsidiaries which, as the case may be, materially affected, is material to or will materially affect the Corporation and the Subsidiaries, taken as a whole;

• (hh) other than the Underwriters (or any of the Selling Firms) pursuant to this Underwriting Agreement or in connection with the sale of Offered Shares to Specified Institutional Purchasers and President’s List Purchasers disclosed by the Corporation to the Underwriters prior to the Closing Date, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency or other advisory or similar fee in connection with the Offering;

• (ii) none of the Corporation or the Subsidiaries have any material loans or other material indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them other than for the reimbursement of ordinary course business expenses;

• (jj) the assets of the Corporation and the Subsidiaries and their respective businesses and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Corporation has not failed to promptly give any notice or present any material claim thereunder;

• (kk) with respect to each of the Leased Premises, the Corporation or a Subsidiary, as applicable, occupies the Leased Premises and has the right to occupy and use the Leased Premises, subject to the terms of the respective leases, and each of the leases pursuant to which the Corporation or a Subsidiary, as applicable, occupies the Leased Premises is in good standing and in full force and effect;

• (ll) all information that has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and provided to the Underwriters, and that may be provided to the Underwriters prior to the Time of Closing, including all financial, marketing, technical and operational information, was, and will be (unless superseded by information provided subsequently by the Corporation to the Underwriters), as of the date of such information (or such subsequent information), true and correct in all material respects, and no fact or facts have or will be been omitted therefrom which would make such information misleading in any material respect;

• (mm) the Corporation has not completed any “significant acquisition” (within the meaning of NI 51-102) and is not proposing any “probable acquisitions” (within the meaning of such term under NI 44-101F1), including, without limitation and for avoidance of doubt, the Corporation’s acquisition of Lince S.A., that would require the inclusion or

incorporation by reference of any additional financial statements or pro forma financial statements in the Prospectuses or the filing of a business acquisition report pursuant to Canadian Securities Laws;

• (nn) the Corporation is qualified under NI 44-101 to file a prospectus in the form of a short form prospectus in each of the Qualifying Jurisdictions and on the date of and upon filing of the Final Prospectus there will be no documents required to be filed under Canadian Securities Laws in connection with the distribution of the Offered Shares that will not have been filed as required;

• (oo) if required under the Canadian Securities Laws, all of the Material Agreements have been disclosed in the Offering Documents and have or will be filed with the Securities Commissions; neither the Corporation nor the Subsidiaries has received any notification from any party that it intends to terminate any such Material Agreement;

• (pp) no Securities Commission, stock exchange or comparable Governmental Authority has issued any order preventing or suspending the use or effectiveness of the Offering Documents or preventing the distribution of the Offered Shares, if any, in any Qualifying Jurisdiction, nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending or contemplated;

• (qq) the form and terms of the certificate for the Common Shares have been approved and adopted by the board of directors of the Corporation, and comply with the provisions of the constating documents of the Corporation, the Act and the rules of the TSX-V;

• (rr) the statements set out in the Prospectuses under the heading “ Cautionary Statement Regarding Forward-Looking Information ” have been prepared and disclosed in material compliance with Part 4A of NI 51-102, and the Corporation has no reason to believe that the actual results forecast or projected by such statements will not be achieved, and the Corporation does not expect to modify such forward looking statements in any materially adverse manner during the period of distribution of the Offered Shares;

• (ss) none of the directors or officers of the Corporation are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular exchange;

• (tt) neither the Corporation nor any of its Subsidiaries has committed an act of bankruptcy or sought protection from its creditors from any court or pursuant to any legislation, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound up, as the case may be, taken any proceeding to have a receiver appointed for any part of its assets, had any encumbrance or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy or application for a bankruptcy order filed against it, and at the Time of Closing, neither the Corporation nor any of its Subsidiaries will be an insolvent person (as that term is defined in the Bankruptcy and Insolvency Act (Canada));

• (uu) other than as disclosed in the Public Information, none of the directors or officers of the Corporation, nor any holder of more than 10% of any class of shares of the Corporation, or any associate or affiliate (as such terms are defined in the Securities Act (Ontario)) of any of the foregoing Persons, has any material interest, direct or indirect, in any proposed material transaction which is material to or will materially affect the Corporation or the Subsidiaries;

• (vv) the Corporation and the Subsidiaries maintain a good working relationship with all Governmental Authorities in the jurisdictions in which the Material Property is located, or in which such parties otherwise carry on their business or operations; all such government relationships are intact and mutually cooperative and other than the EIA Approval and the Easement Rights, there exists no condition or state of fact or circumstances in respect of the Governmental Authorities, that would prevent the Corporation or the Subsidiaries from conducting its business and all activities in connection with the Material Property as currently conducted or proposed to be conducted and there exists no actual or, to the knowledge of the Corporation, threatened termination, limitation, modification or material change in the working relationship with any Governmental Authorities;

• (ww) the Corporation and the Subsidiaries, as applicable, own or possess the right to use all material intellectual property rights necessary for the conduct of the business, and the Corporation is not aware of any bona fide claim to the contrary or any challenge by any other person to the rights of the Corporation and the Subsidiaries with respect to the foregoing. To the knowledge of the Corporation, the business of the Corporation, including that of the Subsidiaries, as now conducted does not infringe any intellectual property rights of any Person. The Corporation has not received notice of any current bona fide claim made against the Corporation or the Subsidiaries alleging the infringement by the Corporation or the Subsidiaries of any intellectual property rights of any person. Any past claim related to the alleged infringement by the Corporation or the Subsidiaries of any intellectual property rights of any person have been settled;

• (xx) the Corporation and its Subsidiaries’ 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 its business of the Corporation and its Subsidiaries as currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Corporation has made backups of all material software and databases used by it and maintains such backups at a secure off-site location (except where such failure to make such backup would not have a Material Adverse Effect). Each of the Corporation and its Subsidiaries has implemented and maintained commercially reasonable 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 all personal, personally identifiable, sensitive, confidential or regulated data (“ Personal Data ”)) used in connection with their businesses, and to the knowledge of the Corporation, 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, nor any incidents under internal review or investigations relating to the same. Each of the

Corporation and its Subsidiaries is presently in compliance with applicable Law, internal policies and contractual obligations relating to the privacy, consumer protection and security of IT Systems and Personal Data in all material respects and has taken commercially reasonable steps to protect such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Corporation has taken all necessary actions to comply with Canada’s Personal Information Protection and Electronic Documents Act (and all other applicable Laws and regulations with respect to Personal Data for which any non-compliance with same would be reasonably likely to have a Material Adverse Effect);

• (yy) no portion of the Public Information contained a misrepresentation as at its date of public dissemination;

• (zz) the minute books and corporate records of the Corporation which the Corporation has made available to the Underwriters and their counsel Borden Ladner Gervais LLP, in connection with their due diligence investigation of the Corporation for the period requested to the date of examination thereof are all of the minute books of the Corporation for such period, contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof), are complete in all material respects;

• (aaa) the Corporation has not withheld from the Underwriters any fact or information relating to the Corporation, the Subsidiaries or to the Offering that could reasonably be expected to be material to the Corporation or the Underwriters;

• (bbb) the responses given by the Corporation and its officers at all oral due diligence sessions conducted by the Underwriters in connection with the Offering, as they relate to matters of fact, have been and shall continue to be true and correct in all material respects as at the time such responses have been or are given, as the case may be, and such responses taken as a whole have not and shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such responses were given or shall be given, as the case may be; and where the responses reflect the opinion or view of the Corporation or its officers (including responses or portions of such responses which are forward-looking or otherwise relate to projections, forecasts, or estimates of future performance or results (operating, financial or otherwise)), such opinions or views have been and will be honestly held and believed to be reasonable at the time they are given;

• (ccc) the statistical, industry and market related data included in the Offering Documents are derived from sources which the Corporation reasonably believes to be accurate, reasonable and reliable, and such data agrees with the sources from which it was derived;

• (ddd) during the previous 12 months, the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do any of the foregoing;

• (eee) Fenix Gold Limitada is the absolute legal or beneficial owner of, and has good and marketable title to the Material Property, which Material Property is the only mineral property currently material to the Corporation in which the Corporation or a Subsidiary has an interest, and Fenix Gold Limitada holds either freehold title, leases, concessions, claims, licenses, permits, contractual rights or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Property is located in respect of the mineral rights located in the Material Property as described in the Offering Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation or a Subsidiary to explore for mineral deposits relating thereto, free and clear of any material Liens and no material commission, royalty, license fee or similar payment to any Person with respect to the Material Properties are payable other than as disclosed in the Offering Documents and no other material property rights (including access rights) are necessary for the conduct of the business of the Corporation as currently conducted or proposed to be conducted, and the Corporation has no knowledge of any claim or basis for any claim that could have a Material Adverse Effect in respect of the Material Property;

• (fff) all material option agreements concerning mining interests to which the Corporation or a Subsidiary is a party or otherwise bound, are in good standing and there are no material Liens registered or outstanding against the interests therein or the property related thereto, except in accordance with such option agreements or as set forth in the Offering Documents; all payment obligations thereunder have been met and, to the knowledge of the Corporation, the title to the property held by the optionholders to which the option agreements relate are good and marketable and held by the titleholders who are parties to the respective option agreements;

• (ggg) other than the EIA Approval and the Easement Rights (i) the Corporation or a Subsidiary holds all of the necessary permits to operate and commercially exploit minerals from the Material Property; (ii) the Corporation or a Subsidiary holds either exploration or exploitation permits or contractual interests or rights in exploration or exploitation permits recognized in the jurisdiction in which the Material Property is located under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments or documents, sufficient to permit the Corporation or a Subsidiary to access the property and explore for the minerals relating thereto, or, to commercially extract such minerals; all such exploration or exploitation permits in which the Corporation has any interests or right have been, to the knowledge of the Corporation, validly registered in accordance with all applicable Laws, and are valid and subsisting; other than the EIA Approval and the Easement Rights, the Corporation or a Subsidiary has all necessary surface rights and access rights relating to the Material Property granting the Corporation or a Subsidiary the right and ability to access the property and explore for or commercially exploit minerals as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by the Corporation or a Subsidiary of the rights or interests so held and each of the proprietary interests or rights and each of the agreements, instruments and documents and obligations relating thereto referred to above are currently in good standing in the name of the Corporation or a Subsidiary;

• (hhh) any and all of the agreements and other documents and instruments pursuant to which the Corporation or a Subsidiary holds its Material Property, any other mineral property, and assets (including any option agreement or any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, none of the Corporation nor any of the Subsidiaries nor, to the knowledge of the Corporation, any other party thereto, is in default of any of the provisions of any such agreements, documents or instruments, nor to the knowledge of the Corporation has any such default been alleged, except in each case as would not reasonably be expected to have a Material Adverse Effect on the Corporation and the Subsidiaries, taken as a whole, and none of the Material Properties (or any option agreement or any interest in, or right to earn an interest in, any property) of the Corporation are subject to any right of first refusal or similar purchase or acquisition rights;

• (iii) the Corporation or one of its Subsidiary has filed or will file all work reports required in connection with the Material Property with the relevant Governmental Authority;

• (jjj) there are no material claims with respect to indigenous rights currently outstanding or, to the knowledge of the Corporation, threatened or pending, with respect to the Material Property;

• (kkk) all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Corporation, in order to maintain its interest therein, if any, have been performed to date and the Corporation has complied in all material respects with all applicable Laws in this connection as well as with regard to legal, contractual obligations to third parties in this connection; all such mining claims and mining rights are in good standing in all material respects as of the date of this Underwriting Agreement;

• (lll) to the Corporation’s knowledge, there are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Corporation has received notice against the Corporation’s mining claims and the mining rights or any part thereof;

• (mmm) all mineral exploration and mining activities on the properties of the Corporation have been conducted in all material respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;

• (nnn) to the Corporation’s knowledge, there are no material environmental audits, evaluations, assessments, studies or tests relating to the Corporation except for the EIA Approval;

• (ooo) the Corporation and each of the Subsidiaries is in compliance in all material respects with all Environmental Laws;

• (ppp) the Corporation has obtained all Environmental Permits necessary as at the date hereof for the operation of the business carried on by the Corporation or a Subsidiary, and each Environmental Permit is valid, subsisting and in good standing in all material

respects and none of the Corporation nor any Subsidiary is in default or breach of any Environmental Permit in any material respect and no proceeding is outstanding or, to the knowledge of the Corporation, has been threatened or is pending to revoke or limit any Environmental Permit except where such default, breach, or proceeding would not reasonably be expected to result in a Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole;

• (qqq) neither the Corporation nor any Subsidiary has used, except in compliance in all material respects with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance;

• (rrr) neither the Corporation nor any Subsidiary has received any notice of, or been prosecuted for, an offence alleging, non-compliance in any material respect with any Environmental Laws, and neither the Corporation nor any Subsidiary has settled any allegation of material non-compliance short of prosecution; there are no orders or directions issued against the Corporation or any Subsidiary under Environmental Laws requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or a Subsidiary, nor has the Corporation or a Subsidiary received notice of any of the same;

• (sss) there are no past or current unresolved or, to the Corporation’s knowledge, any threatened or pending claims, complaints, notices or requests for information received by the Corporation or a Subsidiary with respect to any alleged violation of any Environmental Laws which would reasonably be expected to result in a Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole; and no conditions exist at, on or under any property now or previously owned, operated, optioned or leased by the Corporation or a Subsidiary which, with the passage of time, or the giving of notice or both, would give rise to liability under Environmental Laws that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect in respect of the Corporation and the Subsidiaries, taken as a whole;

• (ttt) except as ordinarily or customarily required by applicable Environmental Permits, neither the Corporation nor any Subsidiary has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local cleanup site or corrective action under Environmental Laws;

• (uuu) the Corporation is in compliance, in all material respects, with the provisions of NI 43101, and has filed all technical reports required to be filed pursuant thereto; as of the date hereof there has been no change to the technical or scientific information in respect of the Material Property which would result in the Fenix Gold Project Technical Report not being a current technical report as of such date;

• (vvv) all material information requested by the authors of the Fenix Gold Project Technical Report was made available to them, prior to the issuance of such report, for the purpose of preparing such report, which information, to the best of the knowledge of the

Corporation, did not contain any misrepresentation at the time such information was so provided;

• (www) the information set forth in the Offering Documents relating to the estimates by the Corporation of mineral resources has been reviewed and verified by the authors described in the Offering Documents under the heading “ Interests of Experts ” and there have been no material adverse changes to such information since the date of delivery or preparation thereof;

• (xxx) except as mandated by or in conformity with the recommendations of a Governmental Authority, there has been no closure or suspension of operations at the Material Property or reduction in workforce productivity of the Corporation or its Subsidiaries as a result of the COVID-19 pandemic; the Corporation and the Subsidiaries have been monitoring the COVID-19 pandemic and the present and potential impacts at all of its operations and have put reasonable and appropriate control measures, limitations, restrictions and procedures in place to ensure the wellness of all of its employees and surrounding communities where the Corporation and its Subsidiaries operate while continuing to operate;

• (yyy) 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 Corporation or a Subsidiary for the benefit of any current or former director, officer, employee or consultant of the Corporation or a Subsidiary (the “ Employee Plans ”) has been maintained in compliance with its terms and with the requirements prescribed by any and all Laws that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Canadian Securities Laws;

• (zzz) 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;

• (aaaa) there is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance or, to the knowledge of the Corporation, threatened or pending which is adversely affecting or would reasonably be expected to have a Material Adverse Effect on, the carrying on of the business of the Corporation or the Subsidiaries, taken as a whole and the Corporation has no knowledge of any proposal to unionize its employees and no collective bargaining agreements are in place or currently being negotiated by the Corporation;

• (bbbb) (a) neither the Corporation nor any of the Subsidiaries has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property of the Corporation or the Subsidiaries or other unlawful expense relating to political activity to any official, employee or agent of any Governmental Authority, or (ii) made any direct or indirect contribution from corporate funds to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment

or gift was, is, or would be prohibited under the Canada Corruption of Foreign Public Officials Act (Canada) or the U.S. Foreign Corrupt Practices Act of 1977 , as amended, or the rules and regulations promulgated thereunder, or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Corporation or the Subsidiaries and their respective operations, and the Corporation and the Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation; and (b) the operations of the Corporation and the Subsidiaries are and have been conducted at all times in compliance with such legislation and no suit, action or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation or any Subsidiary with respect to such legislation is in progress, or to the knowledge of the Corporation, pending or threatened. Neither the Corporation nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the Corporation, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Corporation or any director, officer, employee, consultant, representative or agent of the Corporation violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws;

• (cccc) to the knowledge of the Corporation, neither the Corporation nor its Subsidiaries, nor any director, officer, employee, consultant, representative, affiliate or agent of the Corporation or any Subsidiary, is a person (“ Sanctioned Person ”) currently the target of any sanctions administered or enforced by the United States government, including, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Financial Transactions Reports Analysis Centre of Canada or other relevant sanctions authority (collectively, “ Sanctions ”), and the Corporation will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Sanctioned Person, to fund any activities of or business with any Sanctioned Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Sanctioned Person (including any Sanctioned Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; the Corporation and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions; and

• (dddd) the operations of the Corporation and its Subsidiaries are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering Laws of all applicable jurisdictions, and any related or similar applicable Laws of any applicable Governmental Authority (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority involving the Corporation or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened.

Section 8 Representations and Warranties of the Underwriters

• (1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants that:

• (a) it is, and will remain so, until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws so as to permit it to lawfully fulfil its obligations hereunder; and

• (b) it has all requisite corporate power and authority to enter into this Underwriting Agreement and to carry out the transactions contemplated under this Underwriting Agreement on the terms and conditions set forth herein.

• (2) Each Underwriter makes the representations, warranties and covenants applicable to it in Schedule “A” hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule “A” form a part of this Underwriting Agreement.

• (3) The representations and warranties of each of the Underwriters contained in this Underwriting Agreement shall be true at the Time of Closing as though they were made at the Time of Closing and shall survive the execution of this Underwriting Agreement until the completion of the distribution of the Offered Shares.

Section 9 Additional Covenants of the Corporation

In addition to any other covenant of the Corporation set forth in this Underwriting Agreement, the Corporation covenants with the Underwriters that:

• (a) Stock Exchange Listings. Prior to the filing of the Final Prospectus with the Securities Commissions, the Corporation will file or cause to be filed with the TSX-V all necessary documents and will take commercially reasonable steps to ensure that the Offered Shares have been approved (or conditionally approved) for listing and for trading on the TSX-V, subject only to satisfaction by the Corporation of the Standard Listing Conditions, and the Corporation shall thereafter use its commercially reasonable efforts to fulfill the Standard Listing Conditions, if any, within the time period prescribed by the TSX-V.

• (b) Maintaining Listing . The Corporation shall use its commercially reasonable efforts to maintain the listing of the Common Shares (including Offered Shares) on the TSX-V or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably, for a period of at least 24 months following the Closing Date provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and further provided that the Corporation shall not be required to comply with this covenant following the completion of a merger, amalgamation, arrangement, business combination or takeover bid pursuant to which the Corporation ceases to be a “reporting issuer” (within the meaning of Canadian Securities Laws).

• (c) Maintaining Reporting Issuer Status . The Corporation shall 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 Canadian Securities Laws in each of

the Qualifying Reporting Jurisdictions following the filing of the Final Prospectus, to the date that is at least 24 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and further provided that the Corporation shall not be required to comply with this covenant following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “reporting issuer” (within the meaning of Canadian Securities Laws).

• (d) Prospectus Receipts . The Corporation shall use its best efforts to obtain receipts for the Amended Preliminary Prospectus and Final Prospectus pursuant to the Passport Procedures on the dates and times specified in Section 2 of this Underwriting Agreement and shall provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts.

• (e) Issuing Securities . The Corporation shall fulfill all legal requirements to permit the creation, issue, offering and sale of the Offered Shares as contemplated in this Underwriting Agreement including, without limitation, compliance with Securities Laws of the Offering Jurisdictions and provided it receives payment therefor, ensure that at the Time of Closing, the Offered Shares have been duly and validly issued as fully paid and non-assessable Common Shares.

• (f) Other Filings . The Corporation will make all necessary filings, use best efforts to obtain all necessary regulatory consents and approvals (if any) and the Corporation will pay all filing fees required to be paid in connection with the transactions contemplated in this Underwriting Agreement.

• (g) Representations and Warranties . From and including the date of this Underwriting Agreement until the earlier of the date on which the distribution of the Offered Shares is completed or this Underwriting Agreement is terminated, the Corporation shall do all such acts and things necessary to ensure that the representations and warranties of the Corporation contained in this Underwriting Agreement or Ancillary Documents delivered by the Corporation pursuant to this Underwriting Agreement remain materially true and correct and not do any such act or thing that would render any representation or warranty of the Corporation contained in this Underwriting Agreement or Ancillary Documents delivered by it pursuant to this Underwriting Agreement materially untrue or incorrect.

• (h) Press Releases. Subject to compliance with applicable Law, any press release of the Corporation relating to the Offering will be provided in advance to the Underwriters, and the Corporation will use its commercially reasonable efforts to agree to the form and substance thereof with the Underwriters, each acting reasonably, prior to the release thereof. Each such press release will contain appropriate legends pursuant to the U.S. Securities Act substantially as follows: “Not for distribution to United States newswire services or for dissemination in the United States”, and at the end of the release, “The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state

securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.”

• (i) Use of Proceeds. The Corporation confirms its intention as of the date hereof to use the net proceeds from the purchase and sale of the Offered Shares in accordance with the description set forth under the heading “ Use of Proceeds ” in the Final Prospectus.

• (j) Blackout Period. Other than pursuant to the Non-Brokered Private Placement and the issuance of any securities pursuant to outstanding convertible securities of the Corporation or any equity or other incentive compensation arrangement or dividend reinvestment plan of the Corporation, the Corporation agrees not to, directly or indirectly, issue any Common Shares or any other securities of the Corporation or securities or other financial instruments convertible into, exchangeable or having the right to acquire Common Shares or other securities of the Corporation or enter into any agreement or arrangement under which the Corporation will acquire or transfer to another Person, in whole or in part, any of the economic consequences of ownership of Common Shares or other securities of the Corporation, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, for a period commencing on the date hereof and ending 90 days following the Closing Date, without the prior written consent of Scotia, on behalf of the Underwriters, which consent will not be unreasonably withheld or delayed.

• (k) Lock-Up Agreements . The Corporation will cause its officers and directors to enter into agreements on terms and conditions satisfactory to Scotia, on behalf of the Underwriters, in which they will covenant and agree that they will not, for a period commencing on the date hereof and ending 90 days following the Closing Date, directly or indirectly, sell, or agree to sell or announce any intention to do so, any Common Shares or any other securities of the Corporation or securities or other financial instruments convertible into, exchangeable or having the right to acquire Common Shares or other securities of the Corporation held by them, directly or indirectly, unless they first obtain the written consent of Scotia, on behalf of the Underwriters, and the written consent of the board of directors of the Corporation, which consents will not be unreasonably withheld or delayed.

Section 10 Covenants of the Underwriters

• (1) The Underwriters hereby covenant and agree with the Corporation the following:

• (a) Offering Jurisdictions and Offer Price. During the period of distribution of the Offered Shares by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will instruct any Selling Firm to offer and sell, Offered Shares to the public only in the Qualifying Jurisdictions or where they may lawfully be offered for sale or sold directly and through other duly registered investments dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “ Selling Firms ”), upon the terms and conditions set forth in the Final Prospectus and in this Underwriting Agreement. The Underwriters, through their U.S. Affiliates, may also offer and sell the Offered Shares

in the United States in accordance with Schedule “A” hereto. For the purposes of this Section 10(1)(a), the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where a receipt (or deemed receipt) has been obtained under Passport Procedures for the Final Prospectus from the applicable Securities Commission following the filing of the Final Prospectus.

• (b) Compliance with Applicable Securities Laws. The Underwriters shall comply, and shall instruct any Selling Firm to comply, with the Applicable Securities Laws in all material respects in connection with the offer to sell and distribution of the Offered Shares and shall not, and shall instruct any Selling Firm to not, directly or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Documents so as to require registration of the Offered Shares or filing of a prospectus or registration statement with respect to the Offered Shares or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the laws of any jurisdiction other than the Qualifying Jurisdictions, including, without limitation, the United States and the Underwriters shall not, and shall instruct any Selling Firm to not, make any representations or warranties with respect to the Corporation or the Offered Shares, other than as set forth in the Offering Documents. The Underwriters will comply (and ensure that their respective U.S. Affiliates comply) in all material respects with the obligations applicable to them set out in Schedule “A” to this Underwriting Agreement.

• (c) Completion of Distribution. The Underwriters will use their commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Time of Closing and will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Offered Shares, and, within 30 days after completion of the distribution, will provide the Corporation as soon as possible, in writing, with a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where that breakdown is required by a Securities Commission for the purpose of calculating fees payable to, or making filings with, that Securities Commission.

• (2) Liability on Default. No Underwriter shall be liable to the Corporation under this Section 10 with respect to any act, omission or default by any of the other Underwriters, any Selling Firm appointed by any other Underwriter or another Underwriter’s U.S. Affiliate, as the case may be, or for any default resulting from the Corporation’s failure to comply with Applicable Securities Laws (provided such default was not caused by such Underwriter or its U.S. Affiliate).

• (3) Confidentiality . The Underwriters acknowledge that all information provided to them by the Corporation pursuant to or in connection with the Offering is confidential and that such information shall not be used other than in furtherance of the purposes of the Offering, provided that this confidentiality obligation shall not apply to information now in the public domain, information which may subsequently become public (other than through breach by the Underwriters of their respective obligations hereunder), information disclosed to the Underwriters by third parties in respect of which such third parties are not under an obligation of confidentiality to the Corporation or information which is required by law or the policies of any regulatory authority having jurisdiction over the Underwriters to be disclosed. The Underwriters shall use their reasonable commercial efforts to cause their respective

representatives, including professional consultants, to be made aware of and be bound by this provision.

Section 11 Closing

• (1) Location of Closing. The purchase and sale of the Purchased Shares will be completed electronically at the Time of Closing on the Closing Date or at such other place as Scotia, on behalf of the Underwriters, and the Corporation may agree.

• (2) Certificates. At the Time of Closing on the Closing Date, subject to the terms and conditions contained in this Underwriting Agreement, the Corporation shall deliver to the Underwriters a certificate or certificates representing the Purchased Shares against payment of the Offer Price set out in this Underwriting Agreement by wire transfer on the Closing Date payable to the Corporation or if requested, utilize the non-certificated inventory system of CDS Clearing and Depository Service Inc. (the “ NCI System ”). The Corporation will, at the Time of Closing on the Closing Date and upon such payment of the aggregate Offer Price to the Corporation, make payment in full of the Underwriting Fee which shall be made by the Corporation directing the Underwriters to withhold the Underwriting Fee from the payment of the aggregate Offer Price. Certificates (or electronic evidence of non-certificated issuance) representing the Purchased Shares shall be registered in such names as the Underwriters may request provided such request is made two (2) Business Days prior to each Closing Date.

Section 12 Closing of the Over-Allotment Option

• (1) Written Notice of Exercise. The Over-Allotment Option may be exercised at any time, and from time to time, for a period of 30 days from and including the Closing Date. Scotia, on behalf of the Underwriters, shall provide written notice to the Corporation of its election to exercise the Over-Allotment Option, which notice will set forth: (i) the aggregate number of Over-Allotment Shares to be purchased; and (ii) the closing date for the Over-Allotment Shares, provided that such closing date shall not be less than two Business Days and no more than seven Business Days following the date of such notice, and in any event not later than the 30th day following the Closing Date.

• (2) Closing . The purchase and sale of the Over-Allotment Shares, if required, shall be completed at such time and place as Scotia, on behalf of the Underwriters, and the Corporation may agree, and in accordance with Section 11 above.

• (3) Securities . At the closing of the Over-Allotment Option, subject to the terms and conditions contained in this Underwriting Agreement, the Corporation shall deliver to the Underwriters the Over-Allotment Shares, in electronic or certificated form, registered as directed by the Underwriters, against payment to the Corporation by the Underwriters of the aggregate Offer Price for the Over-Allotment Shares being issued and sold by wire transfer, net of the Underwriting Fee and any expenses of the Underwriters payable by the Corporation as set out in this Underwriting Agreement.

• (4) Deliveries . The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries) shall apply mutatis mutandis to the issuance of any Over-Allotment Shares pursuant to any exercise of the OverAllotment Option.

• (5) Adjustments . In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the Offer Price and to the number of Over-Allotment Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Section 13 Compensation of the Underwriters

In consideration of the Underwriters’ services to be rendered in connection with the Offering, the Corporation shall pay to the Underwriters a cash fee (the “ Underwriting Fee ”), at the applicable Time of Closing, equal to (i) 6.0% of the aggregate gross cash proceeds received from the sale of the Offered Shares, including on any exercise of the Over-Allotment Option, other than in respect of gross proceeds from the sale of Offered Shares to Specified Institutional Purchasers and President’s List Purchasers; (ii) 4% of the gross proceeds received by the Corporation from the sale of Offered Shares to Specified Institutional Purchasers; and (iii) 1% of the gross proceeds received by the Corporation from the sale of Offered Shares to President’s List Purchasers. The Underwriting Fee shall include the “ Work Fee ” equal to 6.0% of the Underwriting Fee, which shall be payable only to the Joint Bookrunners in equal proportion. For the avoidance of doubt, the Work Fee shall not result in incremental fees to be owed by the Corporation.

Section 14 Termination Rights

• (1) The Corporation agrees that all terms and conditions set out in this Underwriting Agreement shall be construed as conditions and any breach or failure by the Corporation to comply with any such conditions in favour of the Underwriters in any material respect shall, subject to Section 14(2)(f) below, entitle the Underwriters (or any of them) to terminate their obligation to complete the Offering, by written notice to that effect given to the Corporation prior to the Time of Closing. The Corporation shall use best efforts to cause all conditions in this Underwriting Agreement to be satisfied. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter.

• (2) In addition to any other remedies which may be available to the Underwriters in respect of any default, act or failure to act, or non-compliance with the terms of this Underwriting Agreement by the Corporation, any Underwriter shall be entitled, at such Underwriter’s option, to terminate and cancel, without any liability on such Underwriter’s part, such Underwriter’s obligations under this Underwriting Agreement to purchase the Purchased Shares if, at or at any time prior to the applicable Time of Closing:

• (a) (i) except for any inquiry, investigation or other proceeding based solely upon the activities of the Underwriters in connection with the Offering, in relation to the Corporation, any inquiry, investigation or other proceeding, whether formal or informal, is commenced, announced, or threatened or any order or ruling is issued by any exchange or market, or any other regulatory authority in Canada or the United States; or (ii) any law or regulation under or pursuant to any statute of Canada or of any province thereof, or of the United States or any state or territory thereof or, or any

other jurisdiction in which the Corporation and its Subsidiaries operate, is promulgated or changed which inquiry, investigation, proceeding, order, ruling, law or regulation, in the opinion of the Underwriters, acting reasonably and in good faith, operates to prevent or materially restrict the distribution or trading of the Offered Shares or which, in the opinion of the Underwriter, acting reasonably and in good faith, would reasonably be expected to have a material adverse effect on the market price or value of the Offered Shares; or

• (b) there should occur any (i) material change (actual, contemplated or threatened) in or affecting the business of the Corporation or its Subsidiaries, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation (including the departure of the Corporation’s CEO or CFO (or persons in equivalent position)), change of a material fact, or any development that could result in a material change or change of a material fact which, in the sole opinion of the Underwriters, or any one of them, acting reasonably, could reasonably be expected to have a Material Adverse Effective or could reasonably be expected to have a significant effect on the market price or value of the Common Shares or could reasonably be expected to result in purchasers of Offered Shares exercising their rights under applicable securities laws to withdraw from or rescind their purchase thereof or sue for damages in respect thereof; or (ii) the Underwriters, or any one of them, shall become aware of any material information with respect to the Corporation which had not been publicly disclosed and which in the sole opinion of the Underwriters or any one of them, acting reasonably, could be expected to have a material adverse effect on the market price or value of the Common Shares;

• (c) any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the distribution of the Offered Shares or the Common Shares is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the TSX-V or other competent authority, and which order has not been rescinded, revoked or withdrawn;

• (d) the Corporation has not obtained a final receipt (or deemed receipt) qualifying the distribution of the Offered Shares and the grant of the Over-Allotment Option in the Qualifying Jurisdictions by July 28, 2021;

• (e) there should develop, occur or come into effect or existence, or be announced, any event, action, state, condition or major financial occurrence of national or international consequence, including without limiting the generality of the foregoing, any natural disaster, military conflict, civil insurrection, pandemic (including, without limitation, matters caused by, relating to or resulting from the COVID-19 pandemic, to the extent that there is any material adverse development related thereto after July 21, 2021 or similar event or the escalation thereof), or any terrorist action (whether or not in connection with such conflict or insurrection), which, in such Underwriter’s opinion, in its sole discretion, acting reasonably and in good faith, seriously adversely affects or involves, or would materially adversely affect or involve, the Canadian or United States financial markets or on the business, operations or affairs of the Corporation and its Subsidiaries, taken as a whole, or the market price or value of the Offered Shares; or

• (f) the Corporation is in breach of any material term, condition or covenant of this Underwriting Agreement, or any representation or warranty given by the Corporation in this Underwriting Agreement becomes, is discovered to be (whether by due diligence of the Underwriters or otherwise) or is false, in any material respect.

• (3) The rights of termination contained in this section may be exercised by any Underwriter giving written notice thereof to the Corporation and the other Underwriters at any time prior to the applicable Time of Closing and are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Underwriting Agreement or otherwise. In the event of any such termination, there shall be no further liability or obligation on the part of such Underwriter to the Corporation or on the part of the Corporation to the Underwriter except in respect of any liability or obligation under any of Section 15, Section 16 and Section 17, which will remain in full force and effect.

Section 15 Indemnity

• (1) The Corporation covenants and agrees to indemnify, and save harmless, each of the Underwriters and their respective U.S. Affiliates, and each of their respective affiliates, subsidiaries, directors, officers, employees, partners, shareholders and agents and each Person, if any, who controls any Underwriter or its U.S. Affiliate within the meaning of Section 15 of the U.S. Securities Act (individually, an “Indemnified Party” and collectively, the “Indemnified Parties” ) from and against all losses (other than loss of profits), claims, suits, proceedings, liabilities, costs, damages, or expenses caused or incurred, whether directly or indirectly, including the aggregate amount paid in settlement of any actions, suits, proceedings, investigations or claims and the fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that is made or threatened against any Indemnified Party or in enforcing this indemnity, in any way caused by, or in consequence of:

• (a) the performance of professional services rendered to the Corporation by the Indemnified Parties under this Underwriting Agreement or otherwise in connection with the matters referred to in this Underwriting Agreement;

• (b) any of the Offering Documents, or any certificate of the Corporation delivered hereunder, containing, or being alleged to contain, a misrepresentation (as defined herein) or any misstatement of a material fact or any omission or alleged omission to state in the Offering Documents any material fact (except for any information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents) required to be stated in the Offering Documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;

• (c) any failure or alleged failure of the Prospectuses or any Supplementary Material to contain full, true and plain disclosure of all material facts as required by Canadian Securities Laws (except for any information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents);

• (d) any order made, or inquiry, investigation or proceeding commenced or threatened by any securities regulatory authority, stock exchange or other applicable Governmental Authority based upon any misrepresentation, untrue statement or omission or any

alleged misrepresentation, untrue statement or omission in the Offering Documents (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in such documents) that prevents or restricts the trading in any of the Corporation’s securities or the distribution of any of the Offered Shares in any of the Offering Jurisdictions;

• (e) the Corporation not complying, or alleged to have not complied, with any applicable Law or stock exchange requirements in connection with the transactions herein contemplated (except for any non-compliance or alleged non-compliance relating solely to the Underwriters) including the Corporation’s non-compliance or alleged noncompliance with any statutory requirement to make any document available for inspection or to file or deliver any such document with or to a securities regulatory authority; or

• (f) any breach of a representation or warranty of the Corporation contained in this Underwriting Agreement or in any certificate of the Corporation (including any officer certificate) delivered pursuant to this Underwriting Agreement or in any other document of the Corporation delivered pursuant to the Underwriting Agreement or pursuant to the failure of the Corporation to comply with any of its obligations hereunder.

• (2) If any Indemnified Party receives notice of any formal proceeding commenced against it in a court of competent jurisdiction in respect of which indemnification is or might reasonably be considered to be provided under any of Section 15(1), such Indemnified Party will notify the Corporation (the “ Indemnifier ”) as soon as possible of the nature of such claim (provided that the omission to so notify the Indemnifier will not relieve the Indemnifier of any liability that it may otherwise have to the Indemnified Party hereunder) and the Indemnifier shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Indemnifier or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld.

• (3) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and expenses of such other legal counsel shall be paid by such Indemnified Party if: (a) the Indemnifier fails to assume the defence of such suit on behalf of the Indemnified Party within ten (10) days of receiving notice of such suit or having assumed such defense, fails to pursue it or has failed to engage counsel promptly or who is reasonably acceptable to the Indemnified Party; (b) the employment of such counsel has been authorized by the Indemnifier; or (c) the named parties to any such suit (including any added or third parties) include both the Indemnified Party and the Indemnifier, and the Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifier or the Indemnified Party is advised by counsel that there is an actual or potential conflict between the interests of the Indemnified Party and the Indemnifier (in each of which cases the Indemnifier shall not have the right to assume the defence of such suit on behalf of the Indemnified Party), in any of which circumstances the Indemnified Party shall be required to keep the Indemnifier apprised of the developments of the claim, including providing copies of any material documents related thereto to the

Indemnifier, and the Indemnifier shall be liable to pay the reasonable fees and expenses of the counsel for the Indemnified Party and, in addition, of local counsel in each applicable jurisdiction.

• (4) The Corporation will not, without the Indemnified Party’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought under this Underwriting Agreement (whether or not any Indemnified Party is a party thereto).

• (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Underwriters shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party.

• (6) The Indemnifier agrees to waive any right the Indemnifier might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

• (7) The Indemnifier hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Underwriters or any Indemnified Party and to the assignment of the benefit of this section to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Indemnifier’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims.

• (8) Notwithstanding anything to the contrary contained herein, the foregoing indemnity shall cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that any losses, claims, suits, liabilities, costs, damages, or expenses to which the Indemnified Party may be subject were directly caused by the fraud, gross negligence, or wilful misconduct of the Indemnified Party.

• (9) The rights accorded to the Indemnified Parties under this Underwriting Agreement will be in addition to any rights an Indemnified Party may have at common law or otherwise.

• (10) The indemnity and contribution obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties who are not signatories hereto and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation and the Indemnified Parties.

Section 16 Contribution

In the event that the indemnity provided for in Section 15 is declared by a court of competent jurisdiction to be illegal or unenforceable as being contrary to public policy or for any other reason, the Underwriters and the Indemnifier shall contribute to the aggregate of all losses, claims, costs, damages, expenses or liabilities of the nature provided for above in such proportions as is appropriate to reflect the relative benefits received by the Corporation on the one hand and the Underwriters on the other hand from the distribution of the Offered Shares as well as the relative fault of the Corporation on the one hand and the Underwriters on the other hand in connection with the claim or claims which resulted in such claims, expenses, costs, damages, liabilities or losses, as well as any other equitable considerations determined by a court of competent jurisdiction, provided that, in no event, shall an Underwriter be responsible for any amount in excess of the portion of the Underwriting Fee actually

received by such Underwriter. In the event that the Indemnifier, or any of them may be held to be entitled to contribution from the Underwriters under the provisions of any statute or law, the Indemnifier shall be limited to contribution in an amount not exceeding the lesser of: (a) the portion of the full amount of losses, claims, costs, damages, expenses, and liabilities giving rise to such contribution for which such Underwriter is responsible; and (b) the amount of the Underwriting Fee actually received by any Underwriter. Notwithstanding the foregoing, a Person guilty of fraud, gross negligence, or wilful misconduct shall not be entitled to contribution from any other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation it may have otherwise under this section, except to the extent that the party from whom contribution may be sought is materially prejudiced by such omission. The right to contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise by law. The Corporation hereby waives all rights which it may have by statute or common law to recover contribution from the Underwriters in respect of losses, claims, costs, damages, expenses or liabilities which any of them may suffer or incur directly or indirectly (in this paragraph, “losses”) by reason of or in consequence of a document containing a misrepresentation; provided, however, that such waiver shall not apply in respect of losses by reason of or in consequence of any misrepresentation which is based upon or results from information or statements furnished by or relating solely to the Underwriters.

Section 17 Expenses

Whether or not the purchase and sale of the Offered Shares shall be completed, the Corporation shall pay all reasonable expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Shares and the filing and preparation of the Offering Documents; (ii) all costs incurred in connection with the preparation of all other documentation relating to the Offering; (iii) fees and expenses of the Corporation’s legal counsel auditors, printers and other consultants and service providers retained by the Corporation in connection with the Offering; (iv) all reasonable out-of-pocket expenses incurred by the Underwriters in connection with the Offering including in connection with completion of due diligence; and (v) the reasonable fees and disbursements (exclusive of applicable taxes) of legal counsel for the Underwriters and its U.S. Affiliates. At the option of Scotia, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation on the Closing Date.

Section 18 Liability of the Underwriters

• (1) The obligation of the Underwriters to purchase the Purchased Shares at the Time of Closing shall be several, and not joint, nor joint and several, and shall be as to the following percentages of the Purchased Shares to be purchased at any such time:

Scotia Capital Inc.(1) CIBC World Markets Inc.(1) Raymond James Ltd.(1) Cantor Fitzgerald Canada Corporation Sprott Capital Markets LP Cormark Securities Inc.	25% 20% 20% 12.5% 12.5% 10.0%
	100%

(1) 6.0% Work Fee payable only to the Joint Bookrunners in equal proportion

• (2) If one of the Underwriters fails to purchase its applicable percentage of the aggregate amount of the Purchased Shares at the Time of Closing, the other Underwriters shall have the right, but shall not be obligated, to purchase, all but not less than all, of the applicable Purchased Shares which would otherwise have been purchased by the Underwriter that failed to purchase. If, with respect to any such securities, any non-defaulting Underwriter elects not to exercise such right so as to assume the entire obligation of the defaulting Underwriter (the Offered Shares in respect of which the defaulting Underwriter(s) fail to purchase and the non-defaulting Underwriters do not elect to purchase being hereinafter called the “ Defaulted Shares ”) and the number of Defaulted Shares exceeds 5% of the number of Purchased Shares to be purchased hereunder, then (a) each Underwriter shall have the several right to terminate its obligation hereunder to purchase the Offered Shares required to be purchased by it and without any liability to the Corporation, and (b) the Corporation shall have the right to either (i) proceed with the sale of the applicable Offered Shares (less the Defaulted Shares) to the non-defaulting Underwriters (other than those Underwriters who terminated under (a) above), or (ii) terminate its respective obligations hereunder without liability to the non-defaulting Underwriters except under Section 15, Section 16, and Section 17.

Section 19 Governing Law and Venue

This Underwriting Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, with respect to any dispute related to this Underwriting Agreement.

Section 20 Survival of Warranties, Representations, Covenants and Agreements

Except as expressly provided for in this Underwriting Agreement, all warranties, representations, covenants and agreements of the Corporation herein contained, or contained in documents submitted or required to be submitted pursuant to this Underwriting Agreement, shall survive the purchase by the Underwriters of the Offered Shares and shall continue in full force and effect regardless of the closing of the sale of the Offered Shares, for a period of three years following the Closing Date. Without limitation of the foregoing, the provisions contained in this Underwriting Agreement in any way related to the indemnification, contribution or confidentiality obligations shall survive and continue in full force and effect, indefinitely, subject only to the limitation requirements of applicable Law.

Section 21 No Fiduciary Relationship

The Corporation hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Offered Shares. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other Person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Offered Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Corporation hereby

confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Offered Shares, do not constitute advice or recommendations to the Corporation. The Corporation hereby waives and releases, to the fullest extent permitted by Law, any claims that the Corporation may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Corporation in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

Section 22 Notices

All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery, mailed or by electronic mail, delivered to such other party as follows:

• (a) to the Corporation at:

Rio2 Limited 355 Burrard Street, Suite 1000 Vancouver, BC V6C 2G8

Attention: Alex Black, President and CEO Email: [redacted]

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

DLA Piper LLP 250 2[nd] Street South West, Suite 1000 Calgary, Alberta T2P 0C1

Attention: Daniel Kenney, Partner Email: daniel.kenney@dlapiper.com

• (b) to Scotia, on behalf of the Underwriters, at:

Scotia Capital Inc. 40 King Street West, 62[nd] Floor Toronto, ON M5W 2X6

Attention: Geoff Smith, Managing Director Email: [redacted]

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

Borden Ladner Gervais LLP Bay Adelaide Centre, East Tower

22 Adelaide St. West Toronto, Ontario M5H 4E3 Attention: Andrew Powers Email: apowers@blg.com

or at such other address as may be given by either of them to the other in writing from time to time and such notices or other communications shall be deemed to have been received when delivered or, if sent by electronic mail prior to 5:00 p.m. (Toronto time), on the date that it is sent, and thereafter, on the first Business Day following the day on which it is sent.

Section 23 Counterpart Signature

This Underwriting Agreement may be executed in one or more counterparts (including counterparts by facsimile or PDF), which together shall constitute an original copy hereof as of the date first noted above.

Section 24 Time of the Essence

Time shall be of the essence in this Underwriting Agreement.

Section 25 Severability

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

Section 26 Entire Agreement and Amendment

This Underwriting Agreement constitutes the entire agreement among the Underwriters and the Corporation relating to the subject matter hereof and shall supersede any and all prior negotiations and understandings, including for greater certainty, the engagement letter between the Corporation and the Underwriters dated July 20, 2021. This Underwriting Agreement may be amended or modified in any respect by written instrument only. This Underwriting Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns provided that no party may assign this Underwriting Agreement or any rights or obligations hereunder without the prior written consent of the other parties.

Section 27 Acknowledgement

• (1) The Corporation acknowledges that the Underwriters and their affiliates are full-service financial institutions that conduct a full range of investment banking, merchant banking, corporate banking and securities brokerage activities. They also provide loans, structured products, investment banking and financial advisory services to governments, corporations and institutions. In addition, they have active proprietary trading books that trade securities on behalf of them. In the ordinary course of its activities and subject always to compliance with applicable securities laws, they may hold long or short positions, may trade or otherwise effect transactions for their own account or for the account of their clients, in debt or equity securities or related derivative securities of the Corporation or any potential purchaser.

• (2) In the ordinary course of its activities and subject always to compliance with applicable securities laws, the Underwriters and their affiliates may provide, arrange or underwrite

financing for the Corporation or any other entity that may be involved in a proposed offering, or hold long or short positions, trade or otherwise effect transactions for their own account or for the account of their clients, in debt or equity securities or related derivative securities of the Corporation, any potential acquiror of the Corporation, or any other person that may be involved in the proposed offering.

Section 28 Language

The parties have expressly required this Underwriting Agreement and all other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties ont expressément demandé que la présente convention de prise ferme ainsi que tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement .

Section 29 Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Underwriting Agreement.

Section 30 Acceptance

If this Underwriting Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Corporation, please communicate your acceptance by executing where indicated below and returning by facsimile or PDF one copy and returning by an originally executed copy to the Underwriters.

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

Yours very truly,

SCOTIA CAPITAL INC.

By: signed “ Geoff Smith ” Name: Geoff Smith Title: Managing Director

CIBC WORLD MARKETS INC.

By: signed “ Steven Reid ” Name: Steven Reid Title: Managing Director

RAYMOND JAMES LTD.

By: signed “ John Willett ” Name: John Willett Title: Managing Director, Mining Investment Banking

CANTOR FITZGERALD CANADA CORPORATION

By: signed “ Elan Shevel ” Name: Elan Shevel Title: Chief Compliance Officer

SPROTT CAPITAL PARTNERS LP

By: signed “ David Wargo ” Name: David Wargo Title: Managing Director, Head of Investment Banking

CORMARK SECURITIES INC.

By: signed “ Kevin Carter ” Name: Kevin Carter Title: Managing Director, Investment Banking

The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to and accepted as of the first date written above.

RIO2 LIMITED

By: signed “ Jose Luis Martinez ” Name: Jose Luis Martinez Title: Executive Vice President & Chief Strategy Officer

SCHEDULE “A” COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the underwriting agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

“ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares;

“ Foreign Issuer ” shall have the meaning ascribed thereto in Rule 902(e) of Regulation S;

“ General Solicitation ” or “ General Advertising ” means “general solicitation” or “general advertising”, within the meaning of Rule 502(c) of Regulation D, including, without limitation, any advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio, television, or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“ Offshore Transaction ” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

“ Regulation D ” means Regulation D promulgated under the U.S. Securities Act;

“ Regulation S ” means Regulation S promulgated under the U.S. Securities Act;

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

“ Substantial U.S. Market Interest ” shall have the meaning ascribed thereto in Rule 902(j) of Regulation S;

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, on behalf of itself and its U.S. Affiliate, if any, represents, warrants and covenants to the Corporation, as at the date hereof, as at the Closing Date and as at any closing date of the OverAllotment Option, that:

• (1) It acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws, and that the Offered Shares may not be offered or sold except in Offshore Transactions in accordance with Rule 903 of Regulation S or in the United States in accordance with the exemption from the registration requirements of the U.S. Securities Act available under Rule 144A and in reliance upon exemptions under applicable state securities laws.

CAN: 37730961.3115491844v2

• (2) In accordance this Schedule “A”, it has only offered and sold and will only offer and sell the Offered Shares to Persons in the United States with whom it has a pre-existing substantive relationship and whom it reasonably believes are Qualified Institutional Buyers in compliance with Rule 144A, and applicable state securities law. Except as set forth in the preceding sentence, the Underwriter has not made and will not make any offer to sell, solicitation of an offer to buy or sale of any of the Offered Shares unless such offer, solicitation of an offer or sale of the Offered Shares was made in an Offshore Transaction in compliance with Rule 903 of Regulation S. It acknowledges that until 40 days after the commencement of the offering of the Offered Shares, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in this offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act.

• (3) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares in the United States, except with its U.S. Affiliate, a Selling Firm or otherwise with the prior written consent of the Corporation. It shall require its U.S. Affiliate and any Selling Firm appointed by it to agree, for the benefit of the Corporation, to comply with, and shall ensure that its U.S. Affiliate complies with, the same provisions of this Schedule as apply to such Underwriter as if such U.S. Affiliate or selling Firm was a party to this Underwriting Agreement.

• (4) None of the Underwriter, its U.S. Affiliate, or any persons acting on any of their behalf, has engaged or will engage in any Directed Selling Efforts.

• (5) All offers and sales of Offered Shares in the United States have been and shall be made through the Underwriter’s U.S. Affiliate in compliance with all applicable U.S. federal and state brokerdealer requirements. Such U.S. Affiliate is and will be, on the date of each offer or sale of Offered Shares in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state where such offers and sales are made (unless exempted from such state’s registration requirements) and a member in good standing with the Financial Industry Regulatory Authority, Inc.

• (6) Offers and sales of Offered Shares in the United States by the Underwriter through its U.S. Affiliate have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

• (7) All purchasers of the Offered Shares in the United States or who were offered Offered Shares in the United States (“ U.S. Purchasers ”) shall be informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to them in reliance on Rule 144A and in reliance upon similar exemptions from registration under applicable state securities laws.

• (8) It will ensure that each Person in the United States that was offered Offered Shares by it through its U.S. Affiliate has been or shall be provided with the U.S. Placement Memorandum including the Amended Preliminary Prospectus and/or the Final Prospectus, as applicable. It will ensure that each U.S. Purchaser purchasing Offered Shares from it, through or arranged by its U.S. Affiliate, shall (i) be provided, prior to the Time of Closing (and any time of closing of the

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Over-Allotment Option), with the U.S. Placement Memorandum including the Final Prospectus; and (ii) execute and deliver to the Underwriters, the U.S. Affiliates and the Corporation a U.S. Qualified Institutional Buyer Representation Letter substantially in the form attached as Exhibit I to the U.S. Placement Memorandum.

• (9) None of the Underwriter, its affiliates (including its U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer and sale of the Offered Shares.

• (10) Its U.S. Affiliate offering and selling the Offered Shares in the United States is a Qualified Institutional Buyer.

• (11) Prior to the Time of Closing (and any time of closing of the Over-Allotment Option), it will provide the Corporation and its transfer agent with a list of all U.S. Purchasers purchasing the Offered Shares from its U.S. Affiliate.

• (12) At the Time of Closing (and any time of closing of the Over-Allotment Option), the Underwriter, together with its U.S. Affiliate selling Offered Shares in the United States, will provide a certificate, substantially in the form of Exhibit A to this Schedule relating to the manner of the offer and sale of the Offered Shares in the United States or will be deemed to have represented and warranted that none of it, its affiliates (including its U.S. Affiliate) or any person acting on any of their behalf has offered or sold Offered Shares in the United States.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees to and with the Underwriters, as at the date hereof, as at the Closing Date and as at any closing date of the Over-Allotment Option, that:

• (1) (a) The Corporation is, and at the Time of Closing (and any time of closing of the OverAllotment Option) will be, a Foreign Issuer; (b) the Corporation is not now, and as a result of the offer and sale of Offered Shares contemplated hereby and the application of the proceeds therefrom will not be, registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended; (c) none of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Underwriters, their affiliates (including their U.S. Affiliates) and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts or has taken or will take any action (including the sale of securities in the United States) that would cause the exemption afforded by Rule 144A or the exclusion afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Underwriting Agreement and (d) none of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Underwriters, their affiliates (including their U.S. Affiliates) or any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has engaged or will engage in any form of General Solicitation or General Advertising in connection with or with respect to the offer or sale of the Offered Shares in the United States or has otherwise acted in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer or sale of the Offered Shares in the United States.

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• (2) The Corporation reasonably believes now that there is, and at the Time of Closing (and any time of closing of the Over-Allotment Option) there will be, no Substantial U.S. Market Interest with respect to its Common Shares or any other class of its equity securities.

• (3) Except with respect to offers and sales of Offered Shares in accordance with this Underwriting Agreement (including this Schedule “A”) in the United States to Qualified Institutional Buyers in reliance upon the exemption from registration available under Rule 144A, none of the Corporation, its affiliates or any persons acting on any of their behalf (other than the Underwriters, their affiliates (including the U.S. Affiliates) and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell, any of the Offered Shares in the United States.

• (4) None of the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriters, their affiliates (including the U.S. Affiliates) and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A to become unavailable with respect to the offer and sale of the Offered Shares in the United States or which would cause the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Shares in Offshore Transactions outside the United States.

• (5) The Offered Shares are not, and as of the Time of Closing (and any time of closing of the OverAllotment Option) will not be, and no securities of the same class as the Offered Shares are or will be (a) listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act, (b) quoted in a “U.S. automated inter-dealer quotation system,” as such term is used in Rule 144A, or (c) convertible or exchangeable into or exercisable for securities so listed or quoted at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than 10%.

• (6) So long as the Offered Shares are “restricted securities” as defined in Rule 144 under the U.S. Securities Act and cannot be sold pursuant to Rule 144(b)(1) under the U.S. Securities Act, and the Corporation is neither subject to the reporting requirements of the U.S. Exchange Act, nor exempt from those requirements by virtue of Rule 12g3-2(b) thereunder, the Corporation will furnish holders of such securities, or prospective purchasers of such securities designated by such holders, with the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.

• (7) For each taxable year in which the Corporation is a “passive foreign investment company” as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “ Internal Revenue Code ”), if requested in writing by a U.S. Purchaser, the Corporation will provide such U.S. Purchaser with the required information to enable it to make a qualified electing fund election under Section 1295 of the Internal Revenue Code and the applicable treasury regulations promulgated thereunder, and will satisfy all requirements described therein (which, for the avoidance of doubt, shall include providing a PFIC Annual Information Statement).

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• (8) Neither the Corporation nor any of its affiliates has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Shares.

• (9) The offer and sale of the Offered Shares in the United States by or through the U.S. Affiliates is not prohibited pursuant to an order issued pursuant to Section 12(j) of the U.S. Exchange Act.

• (10) The Corporation will file within the prescribed time period(s) any notices required under U.S. Securities Laws in connection with any sales of Offered Shares in the United States.

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Exhibit A to Schedule “A”

UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of the common shares (the “ Offered Shares ”) of Rio2 Limited (the “ Corporation ”) pursuant to the underwriting agreement dated as of July 21, 2021 among the Corporation and the Underwriters named therein (the “ Underwriting Agreement ”), each of the undersigned does hereby certify as follows:

I. [Name of U.S. broker-dealer Affiliate] is on the date hereof, and was on the date of each offer and sale of the Offered Shares made by it in the United States, a duly registered broker or dealer under the United States Securities Exchange Act of 1934, as amended, and the securities laws of each state in which an offer or sale of Offered Shares was made (unless exempted from the respective state’s brokerdealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc., and all offers and sales of Offered Shares in the United States by or through [Name of U.S. broker-dealer Affiliate] have been and will be effected in accordance with all U.S. federal and state broker-dealer requirements;

II. each offeree of Offered Shares in the United States was provided with a copy of one or both of the U.S. Placement Memorandum, including the Amended Preliminary Prospectus, and/or the U.S. Placement Memorandum, including the Final Prospectus, and each U.S. Purchaser: (a) was provided, prior to the Time of Closing (or the time of closing of the Over-Allotment Option, as applicable), with a copy of the U.S. Placement Memorandum, including the Final Prospectus, and no other written material was used in connection with the offer and sale of the Offered Shares in the United States; and (b) executed and delivered to the Underwriters and the Corporation a U.S. Qualified Institutional Buyer Representation Letter substantially in the form attached as Exhibit I to the U.S. Placement Memorandum;

III. immediately prior to our soliciting such offerees, we had reasonable grounds to believe and did believe that each offeree was, and continue to believe that each U.S. Purchaser purchasing Offered Shares from or through us is, a “qualified institutional buyer”, as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”);

IV. no form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act) or “directed selling efforts” (as such term is defined in Rule 902(c) of Regulation S under the U.S. Securities Act) was used by us in connection with the offer or sale of the Offered Shares in the United States;

V. neither we nor any of our affiliates have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Shares; and

VI. the offering of the Offered Shares in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “A” hereto.

Unless otherwise defined, terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule “A” hereto.

Dated this __ day of _____, 2021.

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[UNDERWRITER]

By:

Authorized Signing Officer

[U.S. BROKER-DEALER AFFILIATE]

By:

Authorized Signing Officer

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