Rockridge Resources Ltd.

BUSINESS COMBINATION AGREEMENT

among

EROS RESOURCES CORP.

and

ROCKRIDGE RESOURCES LTD.

and

MAS GOLD CORP.

dated as of

September 30, 2024

Page

ARTICLE I DEFINITIONS ..................................................................................................... 2 Section 1.01 Definitions................................................................................................ 2 ARTICLE II BUSINESS COMBINATION ........................................................................... 21 Section 2.01 Transaction ............................................................................................. 21 Section 2.02 Court Orders ........................................................................................... 22 Section 2.03 Final Orders............................................................................................ 23 Section 2.04 Court Proceedings .................................................................................. 23 Section 2.05 Payment of Consideration ....................................................................... 24 Section 2.06 Options and Warrants ............................................................................. 24 Section 2.07 Preparation of Filings ............................................................................. 25 Section 2.08 Closing ................................................................................................... 25 Section 2.09 Withholding Taxes ................................................................................. 25 Section 2.10 U.S. Securities Law Matters ................................................................... 26 ARTICLE III THE MEETINGS AND THE CIRCULAR .................................................... 27 Section 3.01 The ERC Meeting ................................................................................... 27 Section 3.02 The ROCK Meeting ............................................................................... 29 Section 3.03 The MAS Meeting .................................................................................. 30 Section 3.04 The Circular ........................................................................................... 32 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ERC ................................ 33 ARTICLE V REPRESENTATIONS AND WARRANTIES OF ROCK .............................. 34 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF MAS ............................... 34 ARTICLE VII SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES ....................................................................................................................... 34 ARTICLE VIII COVENANTS ............................................................................................... 34 Section 8.01 Covenants of ROCK Regarding the Conduct of Business ....................... 34 Section 8.02 Covenants of ERC Regarding the Conduct of Business ........................... 38 Section 8.03 Covenants of MAS Regarding the Conduct of Business .......................... 42 Section 8.04 Mutual Covenants of the Parties Relating to the Arrangements ............... 46 Section 8.05 Access to Information ............................................................................. 47 Section 8.06 Insurance and Indemnification ................................................................ 47 Section 8.07 ROCK No Solicitation of Other Bids ...................................................... 48 Section 8.08 ERC No Solicitation of Other Bids ......................................................... 52 Section 8.09 MAS No Solicitation of Other Bids ........................................................ 56 Section 8.10 Notice of Certain Events ......................................................................... 60

(i)

Section 8.11 Personal Information Privacy.................................................................. 61 Section 8.12 Confidentiality........................................................................................ 62 Section 8.13 Covenants Relating to the Consideration Shares ..................................... 63 Section 8.14 Governance Matters................................................................................ 63 Section 8.15 Closing Conditions ................................................................................. 64 Section 8.16 Public Announcements and Filings ......................................................... 64 Section 8.17 Consolidation ......................................................................................... 65 Section 8.18 Subsequent Offering ............................................................................... 65 Section 8.19 Further Assurances ................................................................................. 65 Section 8.20 Tax Filings ............................................................................................. 65

ARTICLE IX CONDITIONS TO CLOSING ........................................................................ 65 Section 9.01 Mutual Conditions Precedent .................................................................. 65 Section 9.02 Conditions Precedent to Obligations of ERC .......................................... 66 Section 9.03 Conditions to Obligations of ROCK ....................................................... 67 Section 9.04 Conditions to Obligations of MAS .......................................................... 68 Section 9.05 Frustration of Conditions ........................................................................ 69

ARTICLE X TERMINATION ............................................................................................... 69 Section 10.01 Term ..................................................................................................... 69 Section 10.02 Termination .......................................................................................... 69 Section 10.03 Amendment .......................................................................................... 73 ARTICLE XI MISCELLANEOUS ........................................................................................ 73 Section 11.01 Expenses .............................................................................................. 73 Section 11.02 Notices ................................................................................................. 73 Section 11.03 Interpretation ........................................................................................ 74 Section 11.04 Headings .............................................................................................. 75 Section 11.05 Severability .......................................................................................... 75 Section 11.06 Entire Agreement ................................................................................. 75 Section 11.07 Successors and Assigns ........................................................................ 75 Section 11.08 Third-Party Beneficiaries ...................................................................... 75 Section 11.09 Amendment and Modification; Waiver ................................................. 76 Section 11.10 Governing Law; Forum Selection; Choice of Language ........................ 76 Section 11.11 Specific Performance ............................................................................ 76 Section 11.12 No Liability .......................................................................................... 76 Section 11.13 Counterparts ......................................................................................... 76

Schedules

Schedule A – ERC Resolution Schedule B – ROCK Arrangement Resolution Schedule C – MAS Arrangement Resolution Schedule D – ROCK Plan of Arrangement

(ii)

Schedule E	–	MAS Plan of Arrangement
Schedule F	–	ERC Preferred Share Terms
Schedule G	–	ERC Note Conversion Agreement
Schedule H	–	Pro Forma Capitalization
Schedule IV	–	Representations and Warranties of ERC
Schedule V	–	Representations and Warranties of ROCK
Schedule VI	–	Representations and Warranties of MAS

(iii)

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT (this “ Agreement ”) is made as of September 30, 2024:

BETWEEN:

EROS RESOURCES CORP. , a corporation existing under the laws of the Province of British Columbia (“ ERC ”)

and -

ROCKRIDGE RESOURCES LTD. , a corporation existing under the laws of the Province of British Columbia (“ ROCK ”)

and -

MAS GOLD CORP. , a corporation existing under the laws of the Province of British Columbia (“ MAS ”)

RECITALS:

A. The Parties seek to combine their respective companies by way of the ROCK Arrangement and the MAS Arrangement, and as more fully provided for in this Agreement.
B. The ERC Board has determined, after receiving legal advice, that the Transaction is fair to the ERC Shareholders and that the Transaction is in the best interests of ERC and has resolved to recommend that the ERC Shareholders vote in favour of the ERC Resolution, all subject to the terms and the conditions contained in this Agreement.
C. The ROCK Board and the ROCK Special Committee, have each determined, after receiving financial and legal advice and after reviewing the ROCK Fairness Opinion, that the ROCK Arrangement is in the best interests of ROCK and that the ROCK Arrangement is fair to the ROCK Shareholders. The ROCK Board, following receipt of a unanimous recommendation of the ROCK Special Committee, has approved the transactions contemplated by this Agreement and determined to recommend that the ROCK Shareholders vote in favour of the ROCK Arrangement Resolution, all subject to the terms and the conditions contained in this Agreement.
D. The MAS Board has determined, after receiving financial and legal advice and after reviewing the MAS Fairness Opinion, that the MAS Arrangement is in the best interests of MAS, and that the MAS Arrangement is fair to the MAS Shareholders (other than ERC). The MAS Board has approved the transactions contemplated by this Agreement and determined to recommend that the MAS Shareholders (other than ERC) vote in favour of the MAS Arrangement Resolution, all subject to the terms and the conditions contained in this Agreement.
E. The Parties have entered into, as applicable: (i) the ERC Voting Agreements with each of the ERC Locked-up Shareholders (ii) the ROCK Voting Agreements with each of the ROCK Locked-up Shareholders, and (iii) the MAS Voting Agreements with each of the ROCK Locked-up Shareholders, pursuant to which, among other things, such ROCK Locked-up Shareholders, ERC Locked-up Shareholders, and MAS Locked-up Shareholders have agreed, subject to the terms and conditions thereof, to vote their respective ROCK Shares, ERC Shares and MAS Shares in favour of the Transaction Resolutions, as applicable.
1 -
F. In furtherance of the Transaction, the ROCK Board and the MAS Board have agreed to submit the ROCK Plan of Arrangement and the MAS Plan of Arrangement, respectively, to the Court for approval.

NOW, THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I DEFINITIONS

Section 1.01 Definitions

In this Agreement, the following terms have the meanings specified or referred to in this Section 1.01:

“ Aboriginal Peoples ” means any aboriginal peoples of Canada (as such term is defined in s. 35(2) of the Constitution Act , 1982), including First Nation, Inuit and Métis peoples of Canada and any group of aboriginal peoples, including Tribal or Métis Councils.

“ Aboriginal Claim ” means any claim, written assertion or demand, whether proven or unproven, made by any Aboriginal Peoples with respect to title, rights, treaty rights or any other interest of such Aboriginal Peoples.

“ Aboriginal Information ” means any and all written documents or electronic and other communications and any oral communications respecting Aboriginal Claims, the issuance of any Permit that involves Aboriginal Claims and the duty to consult Aboriginal Peoples.

“ Action ” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, notice of assessment, notice or reassessment or investigation of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law or in equity.

“ Affiliate ” when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person and a Person shall be deemed to be controlled by another Person if controlled in any manner whatsoever that results in control in fact by that other Person (or that other Person and any Person or Persons with whom that other Person is acting jointly or in concert), whether directly or indirectly. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of that Person directly or indirectly, whether through ownership of securities, by trust, by contract or otherwise; and the term “controlled” has a corresponding meaning; provided that , in any event, any Person that owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control that Person.

“ Agreement ” has the meaning set forth in the preamble.

“ Applicable Laws ” means, in respect of a Person, means any statute, law, ordinance, regulation, rule, instrument, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority that is applicable to such Person or its property or assets.

“ Articles ” means the original or restated articles of incorporation, articles of amendment, articles of continuance, articles of amalgamation, articles of arrangement, articles of reorganization, articles of dissolution, articles of revival, articles of constitution, letters patent, supplemental letters patent, a special act, memorandum and articles of association or any other instrument by which a corporation is incorporated.

“ Assets ” means all the assets, real and personal, tangible and intangible of a Person.

“ Authorization ” means any order, Permit, approval, consent, waiver, license, certificates, registrations or similar authorizations of any Governmental Authority having jurisdiction.

“ BCBCA ” means the Business Corporations Act (British Columbia), including the regulations promulgated thereunder, as amended from time to time.

“ BCSC ” means British Columbia Securities Commission.

“ Benefit Plan ” means, with respect to a Party to this Agreement, all employee benefit plans, agreements, programs, policies, practices, material undertakings and arrangements (whether oral or written, formal or informal, funded or unfunded) maintained for, available to or otherwise relating to any employees, directors or officers or former employees, directors or officers of the applicable Party, or any spouses, dependents or survivors of any employee or former employee of such Party, or in respect of which such Party is a party to or bound by or is obligated to contribute or in any way liable (whether direct or indirect), whether or not insured and whether or not subject to any Applicable Laws, including bonus, deferred compensation, incentive compensation, share purchase, share appreciation, share option, severance and termination pay, hospitalization, health and other medical benefits including medical or dental treatment or expenses, life and other insurance including accident insurance, vision, legal, long-term and short-term disability, salary continuation, vacation, supplemental unemployment benefits, education assistance, equity or equity-based compensation, change of control benefits, profit-sharing, mortgage assistance, employee loan, employee assistance and pension, savings, retirement and supplemental retirement plans (including any defined benefit or defined contribution Pension Plan and any group registered retirement savings plan), and supplemental pension plans and any equity compensation plans, except that the term “ Benefit Plans ” shall not include any statutory plans with which a Party is required to contribute or comply, including the Canada Pension Plan, Québec Pension Plan and plans administered under applicable provincial health tax, workers’ compensation, workplace health and safety and employment insurance legislation.

“ Books and Records ” means, in respect of a Person: (a) all of such Person’s and its Subsidiaries’ books of account, accounting records and other financial data and information, including copies of filed Tax Returns and assessments for each of the financial years of such Person and its Subsidiaries commencing after the Tax year ended seven years before the date of this Agreement; (b) the corporate and other records of such Person and its Subsidiaries; (c) all sales and purchase records, lists of suppliers and customers, credit and pricing information, formulae, business, engineering and consulting reports and research and development information of, or relating to, such Person or its Business; and (d) all other books, documents, files, records, telephone call recordings, correspondence, data and information, financial or otherwise, that are in the possession or under the control of such Person and its Subsidiaries, including all data and information stored electronically or on computer related media.

“ Business ” means, in respect of: (a) ERC, the business of mining and exploring minerals and oil and gas resources in North America and such further additions to the business of ERC as permitted pursuant to this Agreement; (b) ROCK, the business of mineral exploration in the Provinces of Ontario and Saskatchewan and such further additions to the business of ROCK as permitted pursuant to this Agreement; and (c) MAS, the business of mineral exploration focused primarily on gold exploration in north central Saskatchewan and such further additions to the business of MAS as permitted pursuant to this Agreement, and all related activities as conducted or proposed to be conducted by ERC, ROCK, or MAS, as applicable, as at the Effective Date.

“ Business Day ” means any day except Saturday, Sunday or any other day on which banks located in Saskatoon, Saskatchewan or Vancouver, British Columbia, are authorized or required by Applicable Laws to be closed for business.

“ CFPOA ” means the Corruption of Foreign Public Officials Act (Canada).

“ Circular ” means the notice of the ERC Meeting, the notice of the ROCK Meeting, the notice of the MAS Meeting, and the accompanying joint management information circular of the Parties, including all schedules, appendices and exhibits thereto and enclosures therewith, as amended, supplemented or otherwise modified from time to time, to be sent to the ERC Shareholders, ROCK Shareholders, MAS Shareholders, and each other Person required by the Interim Orders or Applicable Laws, in connection with the ERC Meeting, ROCK Meeting and MAS Meeting.

“ Claims ” means any and all claims, losses, sums of money, obligations, costs, expenses, indemnities, executions, judgments, decisions, orders, settlements duties, debts, accounts, contracts and covenants (whether express or implied), demands, damages or liabilities whatsoever, whether in law or in equity, in contract or in tort, whether absolute or contingent, now known or unknown, foreseen or unforeseen, suspected or unsuspected, claimed, disclosed or otherwise.

“ Closing ” means the closing of the Transaction contemplated by this Agreement.

“ Collective Agreement ” means a collective agreement (including an expired collective agreement which has not been renewed) and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which the relevant Party is bound or which impose any obligations upon the relevant Party or sets out the understanding of the parties or an interpretation with respect to the meaning of any provisions of such collective agreements.

“ Compelled Disclosure ” has the meaning set forth in Section 8.12(d)(ii).

“ Confidential Information ” has the meaning set forth in Section 8.12(a).

“ Consideration ” means: (i) the consideration to be received by the ROCK Shareholders (other than ROCK Dissenting Shareholders) pursuant to the ROCK Plan of Arrangement, being, with respect to each ROCK Share, a number of ERC Shares equal to the applicable Exchange Ratio; (ii) the consideration to be received by the MAS Shareholders (other than MAS Dissenting Shareholders and ERC) pursuant to the MAS Plan of Arrangement, being, with respect to each MAS Share, a number of ERC Shares equal to the applicable Exchange Ratio; and (iii) all other consideration to be received by the other securityholders of ROCK and MAS pursuant to this Agreement.

“ Consideration Shares ” means the ERC Shares to be issued pursuant to the ROCK Arrangement and the MAS Arrangement.

“ Consolidation ” means the consolidation of the issued and outstanding ERC Shares on the basis of ten (10) pre-Consolidation ERC Shares for every one (1) post-Consolidation ERC Share.

“ Contracts ” means all contracts, leases, deeds, mortgages, licences, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“ Court ” means the Supreme Court of British Columbia.

for certificates (or direct registration statements) representing Consideration Shares in connection with the ROCK Arrangement and MAS Arrangement;

“ Disclosing Party ” has the meaning set forth in Section 8.12(a).

“ Disclosure Letters ” means, together, the ROCK Disclosure Letter, the MAS Disclosure Letter, and the ERC Disclosure Letter.

“ Disposal ” means any disposal by any means, including dumping, incineration, spraying, pumping, injecting, depositing or burying.

“ Dollars ” or “ $ ” means the lawful currency of Canada.

“ Effective Date ” means the date upon which all of the conditions to completion of the Transaction as set forth in this Agreement have been satisfied or waived and all documents agreed to be delivered hereunder have been delivered to the satisfaction of the Parties hereto, acting reasonably.

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date.

“ Encumbrance ” means any encumbrance or restriction of any kind or nature whatsoever and howsoever arising (whether registered or unregistered) and includes a security interest, mortgage, easement, adverse ownership interest, defect on title, condition, right of first refusal, right of first offer, right-of-way, encroachment, building or use restriction, conditional sale agreement, hypothec, pledge, deposit by way of security, lien, hypothecation, assignment, charge, security under sections 426 or 427 of the Bank Act (Canada), trust or deemed trust, voting trust or pooling agreement with respect to securities, any adverse claim, grant of any exclusive licence or sole licence, or any other right, option or claim of others of any kind whatsoever, and includes any agreement to give any of the foregoing in the future, and any subsequent sale or other title retention agreement or lease in the nature thereof, affecting a Person, a Person’s equity or its Assets.

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

“ Environmental Law ” means all Applicable Laws relating to the protection of the Environment including those relating to the storage, generation, management, use, handling, manufacture, processing, transportation, import, export, treatment, Release or Disposal of any Hazardous Substance, protection of the Environment; protection of wildlife, including endangered species; ensuring public health and safety from environmental hazards; protection of cultural or historic resources.

“ Environmental Permit ” means any Permit, Authorization, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made by any Governmental Authority under any Environmental Law.

“ ERC ” has the meaning set forth in the preamble.

“ ERC Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and excluding the proposed sale by ERC of the Bell Mountain Project to Lincoln Gold Mining Inc. and any transaction involving only ERC and its Subsidiaries, any offer, proposal, expression of interest or inquiry from, or public announcement of intention by, any Person or group of Persons (other than ROCK and MAS, or any Affiliates thereof, acting jointly, or any Representative acting on behalf of ROCK or ROCK, or any

Affiliates thereof, acting jointly), whether or not in writing and whether or not delivered to the ERC Shareholders, relating to: (a) any direct or indirect acquisition or purchase (or any lease, license, agreement, joint venture or other arrangement having the same economic effect as an acquisition or purchase), through one or more transactions, of (i) the Assets of ERC and/or one or more of its Subsidiaries (including shares of Subsidiaries of ERC) that, individually or in the aggregate, constitute 20% or more of the consolidated Assets or which contribute 20% or more of the consolidated revenue, as applicable, of ERC and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent consolidated financial statements of ERC included in ERC Public Documents), or (ii) 20% or more of any class of voting or equity securities of ERC or its Subsidiaries (and/or securities convertible into or exchangeable or exercisable for voting or equity securities); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of ERC or its Subsidiaries; (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, joint venture, liquidation, dissolution, or winding up, or other similar transaction, in a single transaction or a series of related transactions involving ERC and/or one or more of its Subsidiaries; or (d) any other similar transaction involving ERC or any of its Subsidiaries, the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would reasonably be expected to materially reduce the benefits to ROCK of the Transaction; except that, for the purpose of the definition of “ ERC Superior Proposal ” below, the references in the definition of “ ERC Acquisition Proposal ” to: (A) “20% or more of the outstanding voting or equity securities” shall be deemed to be references to “all of the outstanding voting or equity securities”; (B) “20% or more of the consolidated Assets” shall be deemed to be references to “all or substantially all of the Assets”; and (C) “20% or more of the consolidated revenue” shall be deemed to be references to “all or substantially all of the consolidated revenue”.

“ ERC Articles of Amendment Resolution ” means the special resolution of the ERC Shareholders to approve and adopt the amendment to the Articles of ERC to create the ERC Preferred Shares.

“ ERC Balance Sheet ” means the most recent balance sheet prepared in connection with the ERC Financial Statements.

“ ERC Balance Sheet Date ” means the date of the ERC Balance Sheet.

“ ERC Benefit Plan ” means each Benefit Plan contributed to or required to be contributed to, or is in any way liable, by ERC or any of its Subsidiaries for the benefit of any current or former director, officer, employee or consultant of ERC or its Subsidiaries.

“ ERC Board ” means the board of directors of ERC, as constituted from time to time.

“ ERC Board Recommendation ” has the meaning set forth in Section 3.04(b)(ii).

“ ERC Change in Recommendation ” has the meaning set forth in Section 8.08(a)(iv).

“ ERC Disclosure Letter ” means the disclosure letter delivered by ERC to ROCK concurrently with the execution and delivery of this Agreement.

“ ERC Election of Directors Resolution ” means the resolution of the ERC Shareholders to set the number of directors of ERC upon completion of the Transaction at five (5) and to elect the directors of ERC as set forth in Section 8.15(a)(i), subject to completion of the Transaction.

“ ERC Financial Statements ” means, collectively, (i) the audited consolidated financial statements of ERC for the years ended December 31, 2023 and 2022, including any notes or schedules thereto and the relevant

auditor’s reports thereon; and (ii) the unaudited consolidated financial statements of ERC for the six months ended June 30, 2024 including any notes or schedules thereto.

“ ERC Insurance Policies ” has the meaning set forth in Section 4.15 of Schedule IV.

“ ERC’s Knowledge ” or any other similar knowledge qualification, means (without personal liability) the actual or constructive knowledge of the following officers of ERC: Tom MacNeill (President and Chief Executive Officer) and Andrew Davidson (Interim Chief Financial Officer), after due inquiry into the relevant subject matter.

“ ERC Locked-up Shareholders ” means the directors and senior officers of ERC.

“ ERC Material Contract ” means any Material Contract to which ERC or any of its Subsidiaries are party to or otherwise bound.

“ ERC Meeting ” means the special meeting of the ERC Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with this Agreement to consider the ERC Resolutions.

“ ERC Net Working Capital ” means the difference between the current assets (including the securities of Skeena Resources Ltd. on the ERC Balance Sheet, but, for greater certainty, excluding all other marketable securities on the ERC Balance Sheet) less the current liabilities of ERC (excluding the ERC Note).

“ ERC Note ” means the promissory note in the principal amount of $2,352,000 issued by ERC to Ronald Netolitzky.

“ ERC Note Conversion ” means the conversion of the ERC Note into ERC Preferred Shares in accordance with the terms of a debt conversion agreement to be entered into between ERC and Ronald Netolitzky prior to the Effective Time in substantially the form set forth in Schedule G.

“ ERC Option Plan ” means the stock option plan of ERC, as may be amended from time to time.

“ ERC Options ” means options to purchase ERC Shares granted under the ERC Option Plan or otherwise.

“ ERC Permitted Encumbrance ” means: (a) statutory Encumbrances for current Taxes, special assessments or other governmental charges, in each case, in respect of ERC and its Subsidiaries not yet due and payable or delinquent and for which adequate reserves are being maintained and for which appropriate accruals have been established in the ERC Financial Statements in accordance with IFRS; (b) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker’s compensation, employment insurance, Canada Pension Plan or Québec Pension Plan programs mandated under Applicable Laws and for which appropriate accruals have been established in accordance with IFRS; (c) restrictions on the transfer of securities arising under Applicable Laws or under the Articles of ERC and its Subsidiaries; (d) the rights of counterparties under the Contracts of ERC and its Subsidiaries; (e) undetermined or inchoate Encumbrances imposed or permitted by Applicable Laws and incurred in the Ordinary Course; (f) any reservations or exceptions contained in or implied by statute in the original dispositions from the Crown and grants made by the Crown of any land or interest reserved therein; and (g) Encumbrances listed in Section 1.01 of the ERC Disclosure Letter.

“ ERC Preferred Shares ” means the preferred shares in the capital of ERC, the terms of which are set forth in Schedule F hereto, and which are to be adopted and created pursuant to the amendment to the Articles of ERC as contemplated by the ERC Articles of Amendment Resolution.

“ ERC Properties ” means the mineral property interests of ERC in and to the mining concessions, claims, leases, licenses and Permits in respect of the Bell Mountain Project in Churchill County, Nevada, and the La Ronge Gold Belt properties located in Saskatchewan, as more particularly described in Section 4.11 of the ERC Disclosure Letter.

“ ERC Public Documents ” means all forms, reports, schedules, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) filed by ERC pursuant to the applicable Securities Laws since December 31, 2022 which are publicly available under ERC’s profile on SEDAR+ at www.sedarplus.ca.

“ ERC Resolutions ” means, collectively, (i) the ERC Articles of Amendment Resolution; (ii) the ERC Transaction Resolution; and (iii) the ERC Election of Directors Resolution.

“ ERC Shareholders ” means the registered and/or beneficial owners of the ERC Shares, as the context requires.

“ ERC Shares ” means the common shares in the capital of ERC.

“ ERC Subsidiaries ” means those Subsidiaries of ERC set forth in Section 4.03(b) of the ERC Disclosure Letter; and each an “ ERC Subsidiary ”.

“ ERC Superior Proposal ” means an unsolicited bona fide written ERC Acquisition Proposal from a Person or Persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with ERC and its Subsidiaries, that is not obtained in violation of this Agreement or any agreement between the Person making such ERC Superior Proposal and ERC and its Subsidiaries or their Affiliates, made after the date of this Agreement that: (a) did not result from a breach of Section 8.08; (b) is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the ERC Board, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel), that such financing is available; (c) is not subject to a due diligence and/or access condition; (d) is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such ERC Acquisition Proposal and the Person or group of Persons making such ERC Acquisition Proposal; (e) the ERC Board has determined, acting in good faith, after receipt of advice from its outside financial advisors and outside legal counsel, and after taking into account all the terms and conditions of such ERC Acquisition Proposal and all factors and matters considered appropriate, including whether such ERC Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the ERC Shareholders, than the Transaction (including any adjustment to the terms and conditions of the Transaction proposed by ROCK and MAS pursuant to Section 8.08(g)); and (f) in respect of which the ERC Board determines, in its good-faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all legal, financial, regulatory and other aspects of such ERC Acquisition Proposal and the Person or group of Persons making such ERC Acquisition Proposal and their Affiliates, that failing to recommend such ERC Acquisition Proposal to the ERC Shareholders and entering into a definitive agreement with respect to such ERC Acquisition Proposal would be inconsistent with its fiduciary duties under Applicable Laws.

“ ERC Technical Report ” means the NI 43-101 technical report titled “NI 43-101 Technical Report on the Bell Mountain Project Preliminary Economic Assessment” with an effective date of October 9, 2017 and filed on SEDAR+ on October 31, 2017.

“ ERC Transaction Resolution ” means the ordinary resolution of the ERC Shareholders to approve the Transaction substantially in the form and content of Schedule A.

“ ERC Voting Agreements ” means the voting agreements (including all amendments thereto) between ROCK and each of the ERC Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their ERC Shares in favour of the ERC Resolutions.

“ Exchange Ratio ” means, (i) in respect of MAS Shares, 0.25 ERC Shares for each MAS Share, and (ii) in respect of ROCK Shares, 0.375 ERC Shares for each ROCK Share.

“ FACFOA ” means the Freezing Assets of Corrupt Foreign Public Officials Act (Canada).

“ FCPA ” means the Foreign Corrupt Practices Act of 1977 (United States).

“ Final Orders ” means the final orders of the Court pursuant to: (i) in the case of the MAS Arrangement, section 291 of the BCBCA, and (ii) in the case of the ROCK Arrangement, section 291 of the BCBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares and the New ERC Options in the United States pursuant to the ROCK Arrangement and the MAS Arrangement, as applicable, and this Agreement, in form and substance acceptable to the Parties, after a hearing upon the procedural and substantive fairness of the terms and conditions of such arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Parties, each acting reasonably) on appeal, and “ Final Order ” means either one of them, as the case requires.

“ Governmental Authority ” means: (a) any court, tribunal, judicial body or arbitral body or arbitrator; (b) any domestic or foreign government or supranational body or authority whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency, governmental authority, governmental body, governmental bureau, governmental department, governmental tribunal or governmental commission of any kind whatsoever; (c) any subdivision or authority of any of the foregoing; (d) any quasi-governmental or private body or public body exercising any regulatory, administrative, expropriation or taxing authority under or for the account of the foregoing; and (e) any stock or securities exchange.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Authority.

“ GST/HST ” means all taxes levied under Part IX of the Excise Tax Act (Canada).

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

“ IFRS ” means the International Financial Reporting Standards as defined in the CPA Canadian Handbook Accounting Part I, as applicable from time to time.

“ Independent Contractor ” means, in respect of a Person: (a) any individual who is not, or was not (with respect to former Independent Contractors), an employee, officer or director of such Person, or any such individual’s personal services company, and which individual or personal services company receives or received remuneration from such Person under a Contract for services; and (b) any individual who is an employee, officer or director of such Person or its Subsidiaries, but who in the past was an individual who was not an employee, officer or director of such Person or its Subsidiaries or any such individual’s personal

services company, and which individual or personal services company received remuneration from such Person or its Subsidiaries under a Contract for services.

“ Interim Orders ” means the interim orders of the Court pursuant to: (i) in the case of the MAS Arrangement, section 291 of the BCBCA, and (ii) in the case of the ROCK Arrangement, section 291 of the BCBCA, to be issued following the application therefor contemplated by Section 2.02(1) of this Agreement and after being informed of the intention to rely upon Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares, and the New ERC Options in the United States pursuant to the ROCK Arrangement, the MAS Arrangement, as applicable, and this Agreement, in form and substance acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the ROCK Meeting and MAS Meeting, respectively, as the same may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties, each acting reasonably, and “ Interim Order ” means either one of them, as the case requires;

“ Interim Period ” means the period of time from and including the date of this Agreement to the Effective Time.

“ Investment Canada Act ” means the Investment Canada Act (Canada), R.S.C. 1985, c. 28 (1st Supp), as amended, and the regulations promulgated thereunder.

“ Leased Real Property ” means, in respect of (a) ROCK, premises which are leased, subleased, licensed, used or otherwise occupied by ROCK or any entity comprising the ROCK Subsidiaries as lessee, licensee or occupant, (b) in respect of ERC, premises which are leased, subleased, licensed, used or otherwise occupied by ERC or any entity comprising the ERC Subsidiaries as lessee, licensee or occupant, and (c) in respect of MAS, premises which are leased, subleased, licensed, used or otherwise occupied by MAS or any entity comprising the MAS Subsidiaries as lessee, licensee or occupant.

“ Leases ” means all oral and written leases, licenses and subleases together with all amendments and restatements, renewals, extensions, guarantees, supplements, or modifications, or other ancillary agreements related thereto with respect to the Leased Real Property.

“ MAS ” has the meaning set forth in the preamble.

“ MAS Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and excluding any transaction involving only MAS and its Subsidiaries, any offer, proposal, expression of interest or inquiry from, or public announcement of intention by, any Person or group of Persons (other than ERC and ROCK, or any Affiliates thereof, acting jointly, or any Representative acting on behalf of ERC or ROCK, or any Affiliates thereof acting jointly), whether or not in writing and whether or not delivered to the MAS Shareholders, relating to: (a) any direct or indirect acquisition or purchase (or any lease, license, agreement, joint venture or other arrangement having the same economic effect as an acquisition or purchase), through one or more transactions, of (i) the Assets of MAS and or one or more of its Subsidiaries (including shares of Subsidiaries of MAS) that, individually or in the aggregate, constitute 20% or more of the consolidated Assets or which contribute 20% or more of the consolidated revenue, as applicable, of MAS and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent consolidated financial statements of MAS included in the MAS Public Documents), or (ii) 20% or more of any class of voting or equity securities of MAS or its Subsidiaries (and/or securities convertible into or exchangeable or exercisable for voting or equity securities); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of MAS or its Subsidiaries; (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, joint venture, liquidation, dissolution, or winding up, or other similar transaction, in a single transaction or a series of related transactions involving MAS and/or one or more of its Subsidiaries; or (d) any other similar

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transaction involving MAS or any of its Subsidiaries, the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would reasonably be expected to materially reduce the benefits to ERC and ROCK of the Transaction; except that, for the purpose of the definition of “ MAS Superior Proposal ” below, the references in the definition of “ MAS Acquisition Proposal ” to: (A) “20% or more of the outstanding voting or equity securities” shall be deemed to be references to “all of the outstanding voting or equity securities”; (B) “20% or more of the consolidated Assets” shall be deemed to be references to “all or substantially all of the Assets”; and (C) “20% or more of the consolidated revenue” shall be deemed to be references to “all or substantially all of the consolidated revenue”.

“ MAS Arrangement ” means the arrangement under section 288 of the BCBCA on the terms and subject to the conditions set out in the MAS Plan of Arrangement, subject to any amendments or variations thereto in accordance with Section 10.03 hereof or the MAS Plan of Arrangement or at the direction of the Court in the Final Order for MAS with the prior written consent of ROCK and ERC, each acting reasonably.

“ MAS Arrangement Resolution ” means the special resolution of the MAS Shareholders to approve the MAS Arrangement, which is to be considered at the MAS Meeting and shall be substantially in the form and content of Schedule A.

“ MAS Balance Sheet ” means the most recent balance sheet prepared in connection with the MAS Financial Statements.

“ MAS Balance Sheet Date ” means the date of the MAS Balance Sheet.

“ MAS Benefit Plan ” means each Benefit Plan contributed to or required to be contributed to, or is in any way liable, by MAS or any of its Subsidiaries for the benefit of any current or former director, officer, employee or consultant of MAS or its Subsidiaries.

“ MAS Board ” means the board of directors of MAS, as constituted from time to time.

“ MAS Board Recommendation ” has the meaning set forth in Section 3.04(b)(vi).

“ MAS Change in Recommendation ” has the meaning set forth in Section 8.09(a)(iv).

“ MAS Data ” means all data (including Personal Information) collected, generated, Handled, received or stored by or on behalf of MAS in connection with its Business.

“ MAS Disclosure Letter ” means the disclosure letter delivered by MAS to ERC and ROCK concurrently with the execution and delivery of this Agreement.

“ MAS Dissent Rights ” means the dissent rights provided to the MAS Shareholders pursuant to Division 2 of Part 8 of the BCBCA, as modified by Article 4 of the MAS Plan of Arrangement, and the Interim Order and the Final Order for MAS.

“ MAS Dissenting Shareholder ” has the meaning given to “Dissenting Shareholder” in the MAS Plan of Arrangement.

“ MAS Fairness Opinion ” means the opinion of Evans & Evans, Inc. to the effect that, as of the date of such opinion, the Consideration to be received by the MAS Shareholders pursuant to the Transaction is fair, from a financial point of view, to the MAS Shareholders (other than ERC).

“ MAS Financial Statements ” means, collectively, (i) the audited financial statements of MAS for the years ended October 31, 2023 and 2022, including any notes or schedules thereto and the auditor’s report

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thereon; and (ii) the unaudited interim financial statements of MAS for the nine months ended June 30, 2024 including any notes or schedules thereto.

“ MAS Insurance Policies ” has the meaning set forth in Section 6.15 of Schedule VI.

“ MAS’s Knowledge ” or any other similar knowledge qualification, means (without personal liability) the actual or constructive knowledge of the following officers of MAS: Ronald Netolitzky (Interim Chief Executive Officer) and Karen Frisky (Chief Financial Officer), after due inquiry into the relevant subject matter.

“ MAS Locked-up Shareholders ” means the directors and senior officers of MAS.

“ MAS Material Contract ” means any Material Contract to which MAS or any of its Subsidiaries are party to or otherwise bound.

“ MAS Subsidiaries ” means those Subsidiaries of MAS set forth in Section 6.03(b) of the MAS Disclosure Letter; and each a “ MAS Subsidiary ”.

“ MAS Meeting ” means the special meeting of the MAS Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with this Agreement and the Interim Order for MAS to consider the MAS Arrangement Resolution.

“ MAS Option Plan ” means the stock option plan of MAS.

“ MAS Options ” means the outstanding options to purchase MAS Shares granted under the MAS Option Plan or otherwise.

“ MAS Permitted Encumbrance ” means: (a) statutory Encumbrances for current Taxes, special assessments or other governmental charges, in each case, in respect of MAS and its Subsidiaries not yet due and payable or delinquent and for which adequate reserves are being maintained and for which appropriate accruals have been established in the MAS Financial Statements in accordance with IFRS; (b) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker’s compensation, employment insurance, Canada Pension Plan or Quebec Pension Plan programs mandated under Applicable Laws and for which appropriate accruals have been established in accordance with IFRS; (c) restrictions on the transfer of securities arising under Applicable Laws or under the Articles of MAS and its Subsidiaries; (d) the rights of counterparties under the Contracts of MAS and its Subsidiaries; (e) undetermined or inchoate Encumbrances imposed or permitted by Applicable Laws and incurred in the Ordinary Course; (f) any reservations or exceptions contained in or implied by statute in the original dispositions from the Crown and grants made by the Crown of any land or interest reserved therein; and (g) Encumbrances listed in Section 1.01 of the MAS Disclosure Letter.

“ MAS Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule E, and any amendments or variations thereto made in accordance with Section 10.03 or the MAS Plan of Arrangement or at the direction of the Court.

“ MAS Properties ” means the mineral property interests of MAS in and to the mining concessions, claims, leases, licenses and Permits in respect of the La Ronge Gold Belt properties located in Saskatchewan, as more particularly described in Section 6.11 of the MAS Disclosure Letter.

“ MAS Public Documents ” means all forms, reports, schedules, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) filed by MAS pursuant to the applicable Securities Laws since December 31, 2022 which are publicly available under MAS’s profile on SEDAR+ at www.sedarplus.ca

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“ MAS Securityholders ” means the holders of MAS Shares, MAS Options and MAS Warrants.

“ MAS Shareholders ” means the registered and/or beneficial owners of the MAS Shares, as the context requires.

“ MAS Shares ” means the common shares in the capital of MAS.

“ MAS Superior Proposal ” means an unsolicited bona fide written MAS Acquisition Proposal from a Person or Persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with MAS and its Subsidiaries, that is not obtained in violation of this Agreement or any agreement between the Person making such MAS Superior Proposal and MAS and its Subsidiaries or their Affiliates, made after the date of this Agreement that: (a) did not result from a breach of Section 8.09; (b) is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the MAS Board, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel), that such financing is available; (c) is not subject to a due diligence and/or access condition; (d) is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such MAS Acquisition Proposal and the Person or group of Persons making such MAS Acquisition Proposal; and (e) the MAS Board has determined, acting in good faith, after receipt of advice from its outside financial advisors and outside legal counsel, and after taking into account all the terms and conditions of such MAS Acquisition Proposal and all factors and matters considered appropriate, including whether such MAS Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the MAS Shareholders, than the Transaction (including any adjustment to the terms and conditions of the Transaction proposed by ROCK and ERC pursuant to Section 8.09(g)); and (f) in respect of which the MAS Board determines, in its good-faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all legal, financial, regulatory and other aspects of such MAS Acquisition Proposal and the Person or group of Persons making such MAS Acquisition Proposal and their Affiliates, that failing to recommend such MAS Acquisition Proposal to the MAS Shareholders and entering into a definitive agreement with respect to such MAS Acquisition Proposal would be inconsistent with its fiduciary duties under Applicable Laws.

“ MAS Technical Reports ” means, collectively, the NI 43-101 technical reports titled: (i) “Technical Report on the 2023 Mineral Resource Update for the Preview SW Project, La Ronge Gold Belt, Saskatchewan, Canada” with an effective date of March 6, 2023 and filed on SEDAR+ on May 30, 2023; and (ii) “Technical Report on the 2023 Mineral Resource Update for the North Lake Gold Project, La Ronge Gold Belt, Saskatchewan, Canada with an effective date of January 6, 2023 and filed on SEDAR+ on February 21, 2023; and “ MAS Technical Report ” means any one of them, as the context requires.

“ MAS Voting Agreements ” means the voting agreements (including all amendments thereto) between ERC, ROCK and each of the MAS Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their MAS Shares in favour of the MAS Arrangement Resolution.

“ MAS Warrants ” means the outstanding warrants exercisable to purchase MAS Shares.

“ Material Adverse Effect ” means, in relation to a Party, any event, change, occurrence, effect, state of facts, development, condition or circumstance that, individually or in the aggregate with other such events, changes, occurrences, effects or state of facts, developments, conditions or circumstances, would reasonably be expected to be material and adverse to the business, operations, financial condition or results of operations of such Party and its Subsidiaries, taken as a whole, except to the extent that any such change, event, occurrence, effect or state of facts, development, condition or circumstance results from or arises out of:

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(a) changes, developments or conditions generally affecting the industry (taking into account relevant geographies) in which such Party and its Subsidiaries operate generally;
(b) any change or development in political conditions in Canada or globally (including any act of terrorism or sabotage or any outbreak of hostilities or war or any escalation or worsening thereof);
(c) any natural disaster or epidemic, pandemic or disease outbreak or other health crises or public health event;
(d) any change in general economic, business or regulatory conditions or in financial, credit, currency or securities markets in Canada or globally;
(e) any adoption, proposal, implementation or change in Applicable Laws or any interpretation or application (or non-application) thereof by any Governmental Authority, or that result from any action taken for the purpose of complying with any of the foregoing;
(f) any change in IFRS, or changes in applicable regulatory accounting requirements applicable to the industries in which it conducts business, or that result from any action taken for the purpose of complying with any of the foregoing;
(g) the execution, announcement or performance of this Agreement or the consummation of the transactions contemplated herein (provided that this clause (g) shall not apply to any representation or warranty in this Agreement to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated herein);
(h) compliance with the terms of, or the taking of any actions expressly required by, this Agreement;
(i) any actions taken which ERC, ROCK, or MAS, as applicable, has requested in writing;
(j) any change in the market price or trading volume of any securities of such Party (it being understood that the causes underlying such change in market price or trading volume may, to the extent not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred); or
(k) any failure by such Party to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may, to the extent not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred);

except, however to the extent such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses (a) through (f) (inclusive) disproportionately adversely affect such Person and its Subsidiaries, taken as a whole, as compared to other companies operating in the industry in which such Party operates, and shall not include the failure of ERC to complete the sale of the Bell Mountain Project to Lincoln Gold Mining Inc. on the terms contemplated as of the date hereof.

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“ Material Contract ” means any Contract to which a Party is party or by which it or any of its Assets, rights or properties are bound, that, if terminated or modified, would have a Material Adverse Effect and shall include, without limitation, the following:

(a) any lease, license of occupation or mining claim relating to any property of a Party or the exploration or extraction of minerals from such property by the Party, as tenant, with third parties;
(b) any Contract under which a Party is obliged to make payments, or receives payments in excess of $50,000 in the aggregate, other than Contracts entered into in the ordinary course of business;
(c) any partnership, limited liability company agreement, joint venture, alliance agreement or other similar agreement or arrangement relating to the formation, creation, operation, management, business or control of any partnership or joint venture;
(d) any shareholders or stockholders agreements, registration rights agreements, voting trusts, proxies or similar agreements, arrangements or commitments with respect to any shares or other equity interests of a Party or any other Contract relating to disposition, voting or dividends with respect to any shares or other equity securities of a Party;
(e) any Contract under which indebtedness of a Party for borrowed money is outstanding or may be incurred or pursuant to which any property or Asset of a Party is mortgaged, pledged or otherwise subject to an Encumbrance securing indebtedness in excess of $50,000, any Contract under which a Party has directly or indirectly guaranteed any liabilities or obligations of any person or any Contract restricting the incurrence of indebtedness by a Party or the incurrence of Encumbrances on any properties or securities of such Party or restricting the payment of dividends or other distributions;
(f) any Contract that purports to limit in any material respect the right of a Party to: (i) engage in any line of business; or (ii) compete with any person or operate or acquire assets in any location;
(g) any agreement or Contract by virtue of which any property of a Party was acquired or is held by a Party or pursuant to which the ownership, operation, exploration, exploitation, extraction, development, production, transportation, refining or marketing of such Party is subject or which grant rights which are or may be used in connection therewith;
(h) any Contract providing for the sale or exchange of, or option to sell or exchange, of any property or asset with a fair market value in excess of $50,000, or for the purchase or exchange of, or option to purchase or exchange, any property or asset with a fair market value in excess of $50,000, in each case entered into in the past 12 months or in respect of which the applicable transaction has not been consummated;
(i) any Contract entered into in the past 12 months or in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of material assets or shares (or other equity interests) of another person for aggregate consideration in excess of $50,000, in each case other than in the ordinary course of business;
(j) any Contract providing for indemnification by a Party, other than Contracts which provide for indemnification obligations of less than $50,000 or in respect of Contracts entered into in the ordinary course of business;
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(k) any Contract providing for a royalty, streaming or similar arrangement or economically equivalent arrangement in respect of any property of a Party;
(l) any standstill or similar Contract currently restricting the ability of a Party to offer to purchase or purchase the assets or equity securities of another person;
(m) any Contract that is a material agreement with a Governmental Authority or with any Aboriginal Peoples (or any organizations with authority to represent such groups);
(n) any other Contract that is or would reasonably be expected to be material to a Party.

“ MI 61-101 ” means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions .

“ Misrepresentation ” has the meaning ascribed thereto in the Securities Act (British Columbia).

“ New ERC Options ” means options to purchase ERC Shares issued to certain MAS Securityholders and ROCK Securityholders in accordance with Section 2.06.

“ NI 43-101 ” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects , together with the companion policy thereto, as issued by the Canadian Securities Administrators and as amended from time to time.

“ Ordinary Course ” means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person, is commercially reasonable in the circumstances in which it is taken, and is taken in the ordinary course of the normal day-to-day business and operations of such Person.

“ Outside Date ” means January 31, 2024, or such other later date mutually agreed to in writing by the Parties.

“ Parties ” means ERC, ROCK and MAS, and “ Party ” means any one of them, as the context requires.

“ Pension Plan ” means each Benefit Plan that is a “ registered pension plan ” as that term is defined in section 248(1) of the Tax Act and that is required to be registered under applicable provincial or federal pension standards legislation.

“ Permits ” means all permits, licences, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“ Person ” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, Governmental Authority, unincorporated organization, trust, association or other entity.

“ Personal Information ” means any factual or subjective information, recorded or not, about an employee, Independent Contractor, contractor, agent, consultant, officer, director, executive, client, customer or supplier of a Person who is a natural person or a natural person who is a shareholder of such Person, or about any other identifiable individual, including any record that can be manipulated, linked or matched by a reasonably foreseeable method to identify an individual, but does not include the name, title or business address or telephone number of an employee of a Person.

“ Registrar ” has the meaning ascribed to such term in the BCBCA.

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“ Release ” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandoning, disposing or allowing to escape or migrate of any Hazardous Substance into or through the Environment or as defined in any Environmental Law.

“ Representative ” means, with respect to any Person, any, and all, directors, officers, employees, consultants, financial advisors, lawyers, accountants and other agents of such Person.

“ Required Approvals ” means, collectively, the TSXV Approval and any Authorizations, sanctions, rulings, early termination authorizations, clearances, written confirmations of no intention to initiate legal proceedings and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of any Governmental Authority having jurisdiction and in each case in connection with the Transaction.

“ ROCK ” has the meaning set forth in the preamble.

“ ROCK Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and excluding any transaction involving only ROCK and its Subsidiaries, any offer, proposal, expression of interest or inquiry from, or public announcement of intention by, any Person or group of Persons (other than ERC and MAS, or any Affiliates thereof, acting jointly, or any Representative acting on behalf of ERC or MAS, or any Affiliates thereof acting jointly), whether or not in writing and whether or not delivered to ROCK Shareholders, relating to: (a) any direct or indirect acquisition or purchase (or any lease, license, agreement, joint venture or other arrangement having the same economic effect as an acquisition or purchase), through one or more transactions, of (i) the Assets of ROCK and or one or more of its Subsidiaries (including shares of Subsidiaries of ROCK) that, individually or in the aggregate, constitute 20% or more of the consolidated Assets or which contribute 20% or more of the consolidated revenue, as applicable, of ROCK and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent consolidated financial statements of ROCK), or (ii) 20% or more of any class of voting or equity securities of ROCK or its Subsidiaries (and/or securities convertible into or exchangeable or exercisable for voting or equity securities); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of ROCK or its Subsidiaries; (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, joint venture, liquidation, dissolution, or winding up, or other similar transaction, in a single transaction or a series of related transactions involving ROCK and/or one or more of its Subsidiaries; or (d) any other similar transaction involving ROCK or any of its Subsidiaries, the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would reasonably be expected to materially reduce the benefits to ERC and MAS of the Transaction; except that, for the purpose of the definition of “ ROCK Superior Proposal ” below, the references in the definition of “ ROCK Acquisition Proposal ” to: (A) “20% or more of the outstanding voting or equity securities” shall be deemed to be references to “all of the outstanding voting or equity securities”; (B) “20% or more of the consolidated Assets” shall be deemed to be references to “all or substantially all of the Assets”; and (C) “20% or more of the consolidated revenue” shall be deemed to be references to “all or substantially all of the consolidated revenue”.

“ ROCK Arrangement ” means the arrangement under section 288 of the BCBCA on the terms and subject to the conditions set out in the ROCK Plan of Arrangement, subject to any amendments or variations thereto in accordance with Section 10.03 or the ROCK Plan of Arrangement or at the direction of the Court in the Final Order for ROCK with the prior written consent of ERC and MAS, each acting reasonably.

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“ ROCK Arrangement Resolution ” means the special resolution of the ROCK Shareholders to approve the ROCK Arrangement, which is to be considered at the ROCK Meeting and shall be substantially in the form and content of Schedule B.

“ ROCK Balance Sheet ” means the most recent balance sheet prepared in connection with the ROCK Financial Statements.

“ ROCK Balance Sheet Date ” means the date of the ROCK Balance Sheet.

“ ROCK Benefit Plan ” means each Benefit Plan contributed to or required to be contributed to, or is in any way liable, by ROCK or any of its Subsidiaries for the benefit of any current or former director, officer, employee or consultant of ROCK or its Subsidiaries.

“ ROCK Board ” means the board of directors of ROCK, as constituted from time to time.

“ ROCK Board Recommendation ” has the meaning set forth in Section 3.04(b)(iv).

“ ROCK Change in Recommendation ” has the meaning set forth in Section 8.07(a)(iv).

“ ROCK Data ” means all data (including Personal Information) collected, generated, Handled, received or stored by or on behalf of ROCK in connection with its Business.

“ ROCK Disclosure Letter ” means the disclosure letter delivered by ROCK to ERC and MAS concurrently with the execution and delivery of this Agreement.

“ ROCK Dissent Rights ” means the dissent rights provided to the ROCK Shareholders pursuant to Division 2 of Part 8 of the BCBCA, as modified by Article 4 of the ROCK Plan of Arrangement, and the Interim Order and the Final Order for ROCK.

“ ROCK Dissenting Shareholder ” has the meaning given to “Dissenting Shareholder” in the ROCK Plan of Arrangement.

“ ROCK Fairness Opinion ” means the opinion of Evans & Evans, Inc. to the effect that, as of the date of such opinion, the Consideration to be paid to the ROCK Shareholders in connection with the Transaction is fair, from a financial point of view, to the ROCK Shareholders.

“ ROCK Financial Statements ” means, collectively, (i) the audited financial statements of ROCK for the years ended July 31, 2023 and 2022, including any notes or schedules thereto and the auditor’s report thereon; and (ii) the unaudited interim financial statements of ROCK for the nine months ended April 30, 2024, including any notes or schedules thereto.

“ ROCK Insurance Policies ” has the meaning set forth in Section 5.15 of Schedule V.

“ ROCK’s Knowledge ” or any other similar knowledge qualification, means (without personal liability) the actual or constructive knowledge of any of the following officers and directors of ROCK: Jonathan Wiesblatt (Chief Executive Officer), Jordan Trimble (President & Director) and Chantelle Collins (Chief Financial Officer), after due inquiry into the relevant subject matter.

“ ROCK Locked-up Shareholders ” means the directors and senior officers of ROCK.

“ ROCK Material Contract ” means any Material Contract to which ROCK or any of its Subsidiaries are party to or otherwise bound.

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“ ROCK Special Committee ” means the special committee established by the ROCK Board in connection with the transactions contemplated by this Agreement.

“ ROCK Subsidiaries ” means those Subsidiaries of ROCK set forth in Section 5.03(b) of the ROCK Disclosure Letter; and each a “ ROCK Subsidiary ”.

“ ROCK Meeting ” means the special meeting of the ROCK Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with this Agreement and the Interim Order for ROCK to consider the ROCK Arrangement Resolution.

“ ROCK Option Plan ” means the stock option plan of ROCK, effective November 22, 2016.

“ ROCK Options ” means the outstanding options to purchase ROCK Shares granted under the ROCK Option Plan.

“ ROCK Permitted Encumbrance ” means: (a) statutory Encumbrances for current Taxes, special assessments or other governmental charges, in each case, in respect of ROCK and its Subsidiaries not yet due and payable or delinquent and for which adequate reserves are being maintained and for which appropriate accruals have been established in the ROCK Financial Statements in accordance with IFRS; (b) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker’s compensation, employment insurance, Canada Pension Plan programs mandated under Applicable Laws and for which appropriate accruals have been established in accordance with IFRS; (c) restrictions on the transfer of securities arising under Applicable Laws or under the Articles of ROCK and its Subsidiaries; (d) the rights of counterparties under the Contracts of ROCK and its Subsidiaries; (e) undetermined or inchoate Encumbrances imposed or permitted by Applicable Laws and incurred in the Ordinary Course; (f) any reservations or exceptions contained in or implied by statute in the original dispositions from the Crown and grants made by the Crown of any land or interest reserved therein; and (g) Encumbrances listed in Section 1.01 of the ROCK Disclosure Letter.

“ ROCK Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule D, and any amendments or variations thereto made in accordance with Section 10.03 or the ROCK Plan of Arrangement or at the direction of the Court.

“ ROCK Properties ” means the mineral property interests of ERC in and to the mining concessions, claims, leases, licenses and Permits in respect of the Knife Lake Project located in Sandy Bay, Saskatchewan, as more particularly described in Section 5.11 of the MAS Disclosure Letter.

“ ROCK Public Documents ” means all forms, reports, schedules, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) filed by ROCK pursuant to the applicable Securities Laws since December 31, 2022 which are publicly available under ROCK’s profile on SEDAR+ at www.sedarplus.ca

“ ROCK Securityholders ” means the holders of ROCK Shares, ROCK Options and ROCK Warrants.

“ ROCK Shareholders ” means the registered and/or beneficial owners of the ROCK Shares, as the context requires.

“ ROCK Shares ” means the common shares in the capital of ROCK.

“ ROCK Superior Proposal ” means an unsolicited bona fide written ROCK Acquisition Proposal from a Person or Persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with ROCK and its Subsidiaries, that is not obtained in violation of this Agreement or any agreement between the Person making such ROCK Superior Proposal and ROCK and its Subsidiaries or their Affiliates, made

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after the date of this Agreement that: (a) did not result from a breach of Section 8.07; (b) is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the ROCK Board, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel), that such financing is available; (c) is not subject to a due diligence and/or access condition; (d) is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such ROCK Acquisition Proposal and the Person or group of Persons making such ROCK Acquisition Proposal; and (e) the ROCK Board has determined, acting in good faith, after receipt of advice from its outside financial advisors and outside legal counsel, and after taking into account all the terms and conditions of such ROCK Acquisition Proposal and all factors and matters considered appropriate, including whether such ROCK Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the ROCK Shareholders, than the Transaction (including any adjustment to the terms and conditions of the Transaction proposed by MAS and ERC pursuant to Section 8.07(g)); and (f) in respect of which the ROCK Board determines, in its good-faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all legal, financial, regulatory and other aspects of such ROCK Acquisition Proposal and the Person or group of Persons making such ROCK Acquisition Proposal and their Affiliates, that failing to recommend such ROCK Acquisition Proposal to the ROCK Shareholders and entering into a definitive agreement with respect to such ROCK Acquisition Proposal would be inconsistent with its fiduciary duties under Applicable Laws.

“ ROCK Technical Report ” means the NI 43-101 technical report titled “NI 43-101 Mineral Resource Estimation for the Knife Lake Property, Saskatchewan” with an effective date of June 12, 2019 and filed on SEDAR+ on September 26, 2019.

“ ROCK Voting Agreements ” means the voting agreements (including all amendments thereto) between ERC, MAS and each of the ROCK Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their ROCK Shares in favour of the ROCK Arrangement Resolution.

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof.

“ Securities Authorities ” means the securities commission or securities regulatory authority of each of the provinces and territories of Canada, and any other securities commissions or securities regulatory authorities of any other jurisdictions to which a Party or any of its Subsidiaries is subject.

“ Securities Laws ” means the Securities Act (British Columbia) together with all other applicable securities laws, rules, regulations and published policies thereunder or under the securities laws of any other province or territory of Canada as now in effect and as they may be promulgated or amended from time to time and the rules and policies of the TSXV.

“ SEMA ” means Special Economic Measures Act (Canada).

“ Subsequent Offering ” means the proposed private placement to be completed by ERC for aggregate gross proceeds of a minimum of $2,500,000, or on such other terms as the Parties may agreed (each acting reasonably).

“ Subsidiary ” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

“ Tax ” or “ Taxes ” means all taxes, surtaxes, duties, levies, imposts, fees, assessments, reassessments, withholdings, dues and other charges of any nature, imposed or collected by any Governmental Authority,

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whether disputed or not, including federal, provincial, territorial, state, municipal and local, foreign and other income, franchise, capital, real property, personal property, withholding, payroll, health, transfer, value added, alternative, or add on minimum tax including GST/HST, sales, use, consumption, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, education, business, school, local improvement, development and occupation taxes, duties, levies, imposts, fees, assessments and withholdings and Canada Pension Plan and Québec Pension Plan contributions, employment insurance premiums and all other taxes and similar governmental charges, levies or assessments of any kind whatsoever imposed by any Governmental Authority including any installment payments, interest, penalties or other additions associated therewith, whether or not disputed.

“ Tax Act ” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended from time to time.

“ Tax Return ” means all reports, returns, information returns, claims for refunds, elections, designations, estimates, reports and other documents, including any schedule or attachments thereto, filed or required to be filed or supplied to any Governmental Authority in respect of Taxes and including any amendment thereof or attachment thereto.

“ Third Party ” means any Person other than the Parties and their Subsidiaries and a Governmental Authority.

“ Transaction ” means, collectively, the ROCK Arrangement, the MAS Arrangement, and the related transactions contemplated by this Agreement (including, but not limited to, the ERC Note Conversion).

“ Transaction Resolutions ” means, collectively, the ERC Resolutions, the ROCK Arrangement Resolution and the MAS Arrangement Resolution.

“ TSXV ” means the TSX Venture Exchange.

“ TSXV Approval ” means the approval of the Transaction by the TSXV, including in respect of the issuance of the Consideration Shares and the listing of the Consideration Shares and the ERC Shares issuable upon exercise or conversion, as applicable, of the New ERC Options, the ROCK Warrants and the MAS Warrants following the Effective Time on the TSXV.

“ 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. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended.

“ U.S. Person ” means a “U.S. person” as defined in Regulation S under the U.S. Securities Act.

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

“ U.S. Tax Code ” means the United States Internal Revenue Code of 1986, as amended.

ARTICLE II BUSINESS COMBINATION

Section 2.01 Transaction

The Parties agree that the Transaction will be implemented in accordance with and subject to the terms and conditions contained in this Agreement, the ROCK Plan of Arrangement and the MAS Plan of

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Arrangement. The Parties agree that the anticipated basic pro forma capitalization of ERC following completion of the Transaction and issuance of the Consideration Shares shall be as set forth in Schedule H.

Section 2.02 Court Orders

ROCK and MAS, as applicable, shall apply to the Court, in a manner acceptable to ERC and the other Party, each acting reasonably, pursuant to the BCBCA for: (i) the Interim Order and the Final Order in respect of the ROCK Arrangement, and (ii) the Interim Order and the Final Order in respect of the MAS Arrangement, respectively, as follows:

(1) As soon as reasonably practicable following the date of execution of this Agreement, but in any event at any time so as to permit the ROCK Meeting and the MAS Meeting to be held on or before the date specified in Sections 3.02(a) and 3.03(a), respectively, each of ROCK and MAS shall file, proceed with and diligently pursue an application to the Court for their respective Interim Order which shall provide, among other things:
(a) the class of Persons to whom notice is to be provided in respect of, as applicable, the ROCK Arrangement and MAS Arrangement and the ROCK Meeting and the MAS Meeting and the manner in which such notice is to be provided;
(b) that the securities of MAS and ROCK that shall be entitled to be voted by their holders on the MAS Arrangement Resolution and ROCK Arrangement Resolution, as applicable, shall be the MAS Shares and ROCK Shares, respectively;
(c) that the requisite approval for the ROCK Arrangement Resolution shall be: (A) 66⅔% of the votes cast on the ROCK Arrangement Resolution by the ROCK Shareholders present in person (which may include virtual appearance if permitted by Applicable Laws) or by proxy at the ROCK Meeting and (B) a majority of the votes cast by the ROCK Shareholders present in person or by proxy at the ROCK Meeting excluding for this purpose votes attached to the ROCK Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, if required;
(d) that the requisite approval for the MAS Arrangement Resolution shall be: (A) 66⅔% of the votes cast on the MAS Arrangement Resolution by the MAS Shareholders present in person (which may include virtual appearance if permitted by Applicable Laws) or by proxy at the MAS Meeting and (B) a majority of the votes cast by the MAS Shareholders present in person or by proxy at the MAS Meeting excluding for this purpose votes attached to the MAS Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, if required;
(e) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of, as applicable, ROCK’s or MAS’s constating documents, including quorum requirements and other matters, shall apply in respect of the ROCK Meeting and the MAS Meeting, respectively;
(f) for the grant of, as applicable, ROCK Dissent Rights to registered holders of the ROCK Shares as set forth in the ROCK Plan of Arrangement and MAS Dissent Rights to registered holders of the MAS Shares as set forth in the MAS Plan of Arrangement;
(g) for notice requirements with respect to the presentation of the application to the Court for its respective Final Order;
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(h) that, as applicable, the ROCK Meeting and the MAS Meeting may be adjourned from time to time by the management of ROCK and MAS in accordance with the terms of this Agreement without the need for additional approval of the Court;
(i) confirmation of the record date for the purpose of determining, as applicable, the ROCK Shareholders and MAS Shareholders entitled to notice of and to vote at the ROCK Meeting and MAS Meeting, respectively;
(j) that the record date for, as applicable, ROCK Shareholders and MAS Shareholders entitled to notice of and to vote at the ROCK Meeting and MAS Meeting will not, unless agreed to in writing by the Parties, change in respect of any adjournment(s) of the ROCK Meeting and MAS Meeting;
(k) that the Parties intend to rely upon the Section 3(a)(10) Exemption, subject to and conditioned on the Court’s determination that, as applicable, the ROCK Arrangement or the MAS Arrangement is substantively and procedurally fair to the ROCK Securityholders and MAS Securityholders, with respect to the issuance of (i) Consideration Shares and New ERC Options pursuant to the ROCK Arrangement and this Agreement; and (ii) Consideration Shares and New ERC Options pursuant to the MAS Arrangement and this Agreement, respectively, to implement the transactions contemplated hereby in respect of the ROCK Securityholders and MAS Securityholders;
(l) that, as applicable, each ROCK Securityholder and each MAS Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for their respective Final Order so long as they enter a response within a reasonable time and in accordance with the procedures set out in the Interim Order; and
(m) for such other matters as ROCK or MAS may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld or delayed.
(2) Subject to obtaining the approvals contemplated by their respective Interim Order, and as may be directed by the Court in such Interim Order, each of ROCK and MAS shall take all steps necessary or desirable to submit their respective arrangement to the Court and to apply for their respective Final Orders.

Section 2.03 Final Orders

If: (i) the Interim Orders are obtained; (ii) the ERC Resolutions are passed at the ERC Meeting by the ERC Shareholders; (iii) the ROCK Arrangement Resolution is passed at the ROCK Meeting by the ROCK Shareholders as provided for in the Interim Order for ROCK and as required by Applicable Laws, and (iv) the MAS Arrangement Resolution is passed at the MAS Meeting by the MAS Shareholders as provided for in the Interim Order for MAS and as required by Applicable Laws, each of ROCK and MAS shall as soon as reasonably practicable thereafter and in any event within seven Business Days following the latest to occur of (i), (ii), (iii) and (iv), take all steps necessary or desirable to submit the ROCK Arrangement and the MAS Arrangement, respectively, to the Court and diligently pursue an application for their respective Final Orders pursuant to section 291 of the BCBCA.

Section 2.04 Court Proceedings

Subject to the terms of this Agreement, each of the Parties will cooperate with, assist and consent to ROCK and MAS seeking their respective Interim Order and Final Order, including by providing ROCK and MAS

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on a timely basis any information required to be supplied by such Party in connection therewith. Each of ROCK and MAS shall ensure that all materials filed with the Court in connection with the ROCK Arrangement and the MAS Arrangement, respectively, are consistent with the terms of this Agreement and the ROCK Plan of Arrangement and the MAS Plan of Arrangement, respectively. Each of ROCK and MAS will provide legal counsel to the other Parties with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ROCK Arrangement and MAS Arrangement and will give reasonable consideration to all such comments. Each of ROCK and MAS will also provide legal counsel to the other Parties on a timely basis with copies of any notice of appearance, evidence or other Court documents served on ROCK or MAS or their respective legal counsel in respect of the application for their Interim Order or Final Order or any appeal therefrom and of any notice, whether written or oral, received by ROCK or MAS indicating any intention to oppose the granting of their respective Interim Order or Final Order or to appeal their respective Interim Order or Final Order. Subject to Applicable Laws, each of ROCK and MAS will not file any material with the Court in connection with the ROCK Arrangement or MAS Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require the other Parties to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases any of the Parties’ obligations set forth in this Agreement, respectively. In addition, neither ROCK nor MAS shall object to legal counsel to the other Parties making such submissions on the hearing of the motion for their respective Interim Order and the application for their respective Final Order as such counsel considers appropriate, provided that ROCK or MAS, as applicable, is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement, the ROCK Plan of Arrangement and MAS Plan of Arrangement, as applicable. ROCK and MAS shall also oppose any proposal from any party that their respective Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Orders and prior to the Effective Date, ROCK or MAS is required by the terms of their respective Final Order or by Applicable Laws to return to Court with respect to their respective Final Order, it shall do so after notice to, and in consultation and cooperation with the other Parties.

Section 2.05 Payment of Consideration

ERC will, following receipt of the Final Orders in respect of both the ROCK Arrangement and MAS Arrangement and prior to the Effective Time, ensure that the Depositary has been provided with (i) sufficient Consideration Shares in escrow to issue to the ROCK Shareholders pursuant to the ROCK Arrangement (other than with respect to ROCK Dissenting Shareholders), and (ii) sufficient Consideration Shares in escrow to issue to the MAS Shareholders pursuant to the MAS Arrangement (other than with respect to MAS Dissenting Shareholders and ERC).

Section 2.06 Options and Warrants

(1) On the Effective Date upon the ROCK Arrangement becoming effective, each outstanding ROCK Option shall be exchanged for a New ERC Option in accordance with and subject to the provisions of the ROCK Plan of Arrangement.
(2) On the Effective Date upon the MAS Arrangement becoming effective, each outstanding MAS Option shall be exchanged for a New ERC Option in accordance with and subject to the provisions of the MAS Plan of Arrangement.
(3) ERC covenants and agrees, pursuant to the certificates evidencing the ROCK Warrants, to assume all of the covenants and obligations of ROCK under the certificates representing the ROCK Warrants that are not exercised, whether conditionally or otherwise, prior to the Effective Time,
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such that, upon the exercise thereof, in lieu of each ROCK Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the holder thereof shall receive such number of ERC Shares based on the same Exchange Ratio of ROCK Shareholders receiving ERC Shares under the ROCK Arrangement. Following the Effective Time, ERC will, at the request of a holders of ROCK Warrants, issue replacement certificates for the ROCK Warrants outstanding immediately prior to the Effective Time and outstanding at the time of the request to more fully evidence the foregoing.

(4) ERC covenants and agrees, pursuant to the certificates evidencing the MAS Warrants, to assume all of the covenants and obligations of MAS under the certificates representing the MAS Warrants that are not exercised, whether conditionally or otherwise, prior to the Effective Time, such that, upon the exercise thereof, in lieu of each MAS Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the holder thereof shall receive such number of ERC Shares based on the same Exchange Ratio of MAS Shareholders receiving ERC Shares under the MAS Arrangement. Following the Effective Time, ERC will, at the request of a holder MAS Warrants, issue replacement certificates for the MAS Warrants outstanding immediately prior to the Effective Time and outstanding at the time of the request to more fully evidence the foregoing.

Section 2.07 Preparation of Filings

The Parties shall co-operate in the preparation of any application for the Required Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by any of the Parties to be necessary to discharge its respective obligations or otherwise advisable under Applicable Laws in connection with this Agreement, or the ROCK Plan of Arrangement or MAS Plan of Arrangement.

Section 2.08 Closing

Not later than the third (3) Business Day after the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article IX, unless another time or date is agreed to in writing by the Parties, the Effective Date shall occur and (i) ROCK shall file with the Registrar any records, information or other documents required to be filed with the Registrar in connection with the ROCK Arrangement, if any, and (ii) MAS shall file with the Registrar any records, information or other documents required to be filed with the Registrar in connection with the MAS Arrangement, if any. From and after the Effective Time, each of the ROCK Plan of Arrangement and MAS Plan of Arrangement will have all of the effects provided by Applicable Laws, including the BCBCA. The Closing will take place electronically at the Effective Time on the Effective Date, or at such other time and place as may be agreed to by the Parties.

Section 2.09 Withholding Taxes

Each of ERC, ROCK, MAS and the Depositary, as applicable, will be entitled to deduct and withhold from any amounts payable or otherwise deliverable to any Person pursuant to this Agreement, the ROCK Plan of Arrangement or the MAS Plan of Arrangement (including, for greater certainty, ROCK Securityholders, MAS Securityholders, ROCK Dissenting Shareholders, and MAS Dissenting Shareholders) such Taxes or other amounts as ERC, ROCK, MAS or the Depositary are required or permitted, or reasonably believe they are required or permitted, to deduct or withhold in connection with such payment or delivery under the Tax Act, or any other provisions of any Applicable Law. To the extent that amounts so deducted and withheld are remitted to the appropriate Governmental Authority in the time and manner required by the Applicable Law, such deducted, withheld and remitted amounts shall be treated for all purposes of this Agreement, the ROCK Plan of Arrangement and the MAS Plan of Arrangement, as applicable, as having

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been paid to such Person in respect of which such deduction, withholding and remittance was made. Each of ERC, ROCK, MAS and the Depositary is hereby authorized to sell or dispose (on behalf of the applicable Person in respect of which such deduction, withholding and remittance is to be made) of such portion of Consideration Shares deliverable as consideration hereunder and under the ROCK Arrangement and the MAS Arrangement as is necessary to provide sufficient funds to enable it to implement such deduction, withholding and remittance, and ERC, ROCK, MAS and the Depositary, as applicable, will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Section 2.10 U.S. Securities Law Matters

The Parties intend that each of the ROCK Arrangement and the MAS Arrangement shall be carried out such that the issuance of the Consideration Shares and New ERC Options to ROCK Shareholders and the holders of ROCK Options in exchange for ROCK Shares and ROCK Options, respectively, the issuance of the Consideration Shares to MAS Shareholders in exchange for MAS Shares, and the issuance of the New ERC Options to the holders of MAS Options in exchange for MAS Options, qualifies for the Section 3(a)(10) Exemption and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the ROCK Arrangement and the MAS Arrangement as set forth in this Section 2.10. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the ROCK Arrangement and the MAS Arrangement will be carried out on the following basis:

(1) each of the ROCK Arrangement and MAS Arrangement will be subject to the approval of the Court;
(2) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing required to issue the Interim Orders;
(3) the Court will be required to satisfy itself as to the substantive and procedural fairness of the ROCK Arrangement to the ROCK Securityholders and the MAS Arrangement to the MAS Securityholders;
(4) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of each of the ROCK Arrangement and MAS Arrangement;
(5) the Final Orders will expressly and affirmatively state that the ROCK Arrangement and the MAS Arrangement, as applicable, are approved by the Court as being substantively and procedurally fair to the ROCK Securityholders to whom Consideration Shares and New ERC Options will be issued and to the MAS Securityholders to whom Consideration Shares and New ERC Options will be issued, respectively;
(6) the Parties will ensure that each ROCK Securityholder and MAS Securityholder entitled to receive Consideration Shares or New ERC Options, as applicable, on completion of the ROCK Arrangement or MAS Arrangement, respectively, will (i) be given adequate notice advising them of their right to attend the Court hearing and providing them with sufficient information necessary for them to exercise that right, and (ii) be advised that the Consideration Shares and the New ERC Options issuable pursuant to the ROCK Arrangement or the MAS Arrangement, as applicable, have not been and will not be registered under the U.S. Securities Act and will be issued by ERC in reliance on the Section 3(a)(10) Exemption, and that certain restrictions on resale under applicable federal and state securities laws of the United States, including without limitation, Rule 144 under the U.S. Securities Act, may be applicable;
(7) the Parties will advise holders of ROCK Options and MAS Options entitled to receive New ERC Options pursuant to the ROCK Arrangement and the MAS Arrangement, respectively, if any, that
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the Section 3(a)(10) Exemption does not exempt the issuance of securities upon the exercise of New ERC Options, if any, and, therefore, the underlying ERC Shares issuable upon the exercise of the New ERC Options, if any, cannot be issued in the United States or to a person in the United States in reliance upon the Section 3(a)(10) Exemption and such New ERC Options, may only be exercised pursuant to an effective registration statement or pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States;

(8) the Parties will advise holders of ROCK Warrants and MAS Warrants who are in the United States or are U.S. Persons that the Section 3(a)(10) Exemption does not exempt the issuance of ERC Shares upon the exercise of any ROCK Warrants or MAS Warrants that remain outstanding following the Effective Time, if any, and, therefore, the underlying ERC Shares issuable upon the exercise of such outstanding ROCK Warrants and MAS Warrants following the Effective Time, if any, may only be exercised pursuant to an effective registration statement or pursuant to a thenavailable exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States;
(9) the Interim Orders will specify that, as applicable, each ROCK Securityholder entitled to receive Consideration Shares and/or New ERC Options on completion of the ROCK Arrangement and each MAS Securityholder entitled to receive Consideration Shares and/or New ERC Options on completion of the MAS Arrangement, will have the right to appear before the Court at the Court hearing on the Final Order so long as such ROCK Securityholder or MAS Securityholder, respectively, enters an appearance within a reasonable time and in accordance with the requirements of the Section 3(a)(10) Exemption; and
(10) Each of ROCK and MAS will request that its respective Final Order include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and distribution of securities of ERC pursuant to the Plan of Arrangement”.

ARTICLE III THE MEETINGS AND THE CIRCULAR

Section 3.01 The ERC Meeting

Subject to the terms of this Agreement and receipt of the Interim Orders, ERC shall:

(a) duly call, give notice of, convene and conduct the ERC Meeting in accordance with the constating documents of ERC, and Applicable Laws and shall use its commercially reasonable efforts to schedule the ERC Meeting on the same date as the ROCK Meeting and the MAS Meeting; provided that, subject to Section 3.01(b), in no event shall the ERC Meeting be held later than December 31, 2024 (provided that the other Parties have complied with the provisions of this Article III) and, in this regard, ERC may abridge any time periods that may be abridged under Applicable Laws;
(b) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the ERC Meeting without the prior written consent of ROCK and MAS, except as:
(i) a result of the termination of this Agreement prior to the meeting date pursuant to Section 10.01;
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(ii) required for quorum purposes (in which case, the ERC Meeting shall be adjourned and not cancelled);
(iii) required by Applicable Laws or a Governmental Authority; or
(iv) as otherwise expressly permitted under this Agreement.
(c) unless the ERC Board has made an ERC Change in Recommendation in accordance with this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the ERC Resolutions and against any resolution submitted by any Person that is inconsistent with the ERC Resolutions and the completion of any of the transactions contemplated by this Agreement;
(d) promptly provide ROCK and MAS with copies of or access to information regarding the ERC Meeting generated by ERC’s transfer agent, as requested from time to time by ROCK or MAS;
(e) consult with ROCK and MAS in fixing the date of the ERC Meeting and the record date for the ERC Meeting, give notice to ROCK and MAS of the ERC Meeting, and allow their respective Representatives and outside legal counsel to attend the ERC Meeting;
(f) not, without ROCK’s and MAS’s prior written consent, change the record date for determining the ERC Shareholders entitled to receive notice of and to vote at the ERC Meeting (including in connection with any adjournment or postponement of the ERC Meeting) unless required by Applicable Laws;
(g) promptly advise ROCK and MAS, at such times as ROCK or MAS may reasonably request and on a daily basis on each of the last 10 Business Days prior to the date of the ERC Meeting, as to the aggregate tally of proxies (for greater certainty, specifying votes “ for ” and votes “ against ” the ERC Resolutions) received by ERC in respect of the ERC Resolutions;
(h) promptly advise ROCK and MAS of any communication (written or oral) received from, or claims brought by (or, to the knowledge of ERC, threatened to be brought by), any Person in opposition to the Transaction (other than non-substantive communications) and, subject to Applicable Laws, provide ROCK and MAS with an opportunity to review and comment upon any written communication sent by or on behalf of ERC to any such Person and to participate in any discussions, negotiations or Action with or including any such Persons;
(i) at the request of ROCK or MAS from time to time, and subject to compliance with Applicable Laws, provide ROCK and MAS with a list of the: (i) registered ERC Shareholders, together with their addresses and respective holdings of ERC Shares; (ii) names, addresses and holdings of all Persons owning securities that entitle the holder to subscribe for or otherwise acquire ERC Shares; and (iii) participants and book-based nominee registrants, such as CDS & Co., and non-objecting beneficial owners of ERC Shares, together with their addresses and respective holdings of ERC Shares, all as of a date that is as close as reasonably practicable to the date of delivery of such lists, and shall from time to time require that its registrar and transfer agent furnish ROCK and MAS with such additional information, including updated or additional lists of ERC Shareholders and lists of securities positions and other assistance as ROCK or MAS may reasonably request, provided that ROCK and MAS, as applicable, agree to use such lists in compliance with Applicable Law.
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Section 3.02 The ROCK Meeting

Subject to the terms of this Agreement and receipt of the Interim Orders, ROCK shall:

(a) duly call, give notice of, convene and conduct the ROCK Meeting in accordance with the constating documents of ROCK, its Interim Order and Applicable Laws and shall use its commercially reasonable efforts to schedule the ROCK Meeting on the same date as the ERC Meeting and the MAS Meeting; provided that, subject to Section 3.02(b), in no event shall the ROCK Meeting be held later than December 31, 2024 (provided that the other Parties have complied with the provisions of this Article III) and, in this regard, ROCK may abridge any time periods that may be abridged under Applicable Laws;
(b) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the ROCK Meeting without the prior written consent of ERC and MAS, except as:
(i) a result of the termination of this Agreement prior to the meeting date pursuant to Section 10.01;
(ii) required for quorum purposes (in which case, the ROCK Meeting shall be adjourned and not cancelled);
(iii) required by Applicable Laws or a Governmental Authority; or
(iv) as otherwise expressly permitted by this Agreement.
(c) unless the ROCK Board has made a ROCK Change in Recommendation in accordance with this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the ROCK Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the ROCK Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement;
(d) promptly provide ERC and MAS with copies of or access to information regarding the ROCK Meeting generated by ROCK’s transfer agent, as requested from time to time by ERC or MAS;
(e) consult with ERC and MAS in fixing the date of the ROCK Meeting and the record date for the ROCK Meeting, give notice to ERC and MAS of the ROCK Meeting, and allow their respective Representatives and outside legal counsel to attend the ROCK Meeting;
(f) not, without ERC’s and MAS’s prior written consent, change the record date for determining the ROCK Shareholders entitled to receive notice of and to vote at the ROCK Meeting (including in connection with any adjournment or postponement of the ROCK Meeting) unless required by Applicable Laws;
(g) promptly advise ERC and MAS, at such times as ERC may reasonably request and on a daily basis on each of the last 10 Business Days prior to the date of the ROCK Meeting, as to the aggregate tally of proxies (for greater certainty, specifying votes “ for ” and votes “ against ” the ROCK Arrangement Resolution) received by ROCK in respect of the ROCK Arrangement Resolution;
(h) promptly advise ERC and MAS of any communication (written or oral) received from, or claims brought by (or, to the knowledge of ROCK, threatened to be brought by), any
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Person in opposition to the Transaction (other than non-substantive communications), any written notice of dissent or purported exercise of ROCK Dissent Rights received by ROCK in relation to the Transaction and any withdrawal of ROCK Dissent Rights received by ROCK and, subject to Applicable Laws, provide ERC and MAS with an opportunity to review and comment upon any written communication sent by or on behalf of ROCK to any such Person and to participate in any discussions, negotiations or Action with or including any such Persons;

(i) at the request of ERC or MAS from time to time, and subject to compliance with Applicable Laws, provide ERC and MAS with a list of the: (i) registered ROCK Shareholders, together with their addresses and respective holdings of ROCK Shares; (ii) names, addresses and holdings of all Persons owning securities that entitle the holder to subscribe for or otherwise acquire ROCK Shares; and (iii) participants and book-based nominee registrants, such as CDS & Co., and non-objecting beneficial owners of ROCK Shares, together with their addresses and respective holdings of ROCK Shares, all as of a date that is as close as reasonably practicable to the date of delivery of such lists, and shall from time to time require that its registrar and transfer agent furnish ERC and MAS with such additional information, including updated or additional lists of ROCK Shareholders and lists of securities positions and other assistance as ERC or MAS may reasonably request, provided that ERC and MAS, as applicable, agree to use such lists in compliance with Applicable Law; and
(j) not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of ROCK Dissent Rights without the prior written consent of ERC and MAS.

Section 3.03 The MAS Meeting

Subject to the terms of this Agreement and receipt of the Interim Orders, MAS shall:

(a) duly call, give notice of, convene and conduct the MAS Meeting in accordance with the constating documents of MAS, its Interim Order and Applicable Laws and shall use its commercially reasonable efforts to schedule the MAS Meeting on the same date as the ERC Meeting and the ROCK Meeting; provided that, subject to Section 3.03(b), in no event shall the MAS Meeting be held later than December 31, 2024 (provided that the other Parties have complied with the provisions of this Article III) and, in this regard, MAS may abridge any time periods that may be abridged under Applicable Laws;
(b) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the MAS Meeting without the prior written consent of ERC and ROCK, except as:
(i) a result of the termination of this Agreement prior to the meeting date pursuant to Section 10.01;
(ii) required for quorum purposes (in which case, the MAS Meeting shall be adjourned and not cancelled); or
(iii) required by Applicable Laws or a Governmental Authority; or
(iv) as otherwise expressly permitted under this Agreement.
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(c) unless the MAS Board has made a MAS Change in Recommendation in accordance with this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the MAS Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the MAS Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement;
(d) promptly provide ERC and ROCK with copies of or access to information regarding the MAS Meeting generated by MAS’s transfer agent, as requested from time to time by ERC or ROCK;
(e) consult with ERC and ROCK in fixing the date of the MAS Meeting and the record date for the MAS Meeting, give notice to ERC of the MAS Meeting, and allow ERC’s Representatives and outside legal counsel to attend the MAS Meeting;
(f) not, without ERC’s and ROCK’s prior written consent, change the record date for determining the MAS Shareholders entitled to receive notice of and to vote at the MAS Meeting (including in connection with any adjournment or postponement of the MAS Meeting) unless required by Applicable Laws;
(g) promptly advise ERC and ROCK, at such times as ERC or ROCK may reasonably request and on a daily basis on each of the last 10 Business Days prior to the date of the MAS Meeting, as to the aggregate tally of proxies (for greater certainty, specifying votes “ for ” and votes “ against ” the MAS Arrangement Resolution) received by MAS in respect of the MAS Arrangement Resolution;
(h) promptly advise ERC and ROCK of any communication (written or oral) received from, or claims brought by (or, to the knowledge of MAS, threatened to be brought by), any Person in opposition to the Transaction (other than non-substantive communications), any written notice of dissent or purported exercise of MAS Dissent Rights received by MAS in relation to the Transaction and any withdrawal of MAS Dissent Rights received by MAS and, subject to Applicable Laws, provide ERC and ROCK with an opportunity to review and comment upon any written communication sent by or on behalf of MAS to any such Person and to participate in any discussions, negotiations or Action with or including any such Persons;
(i) at the request of ERC or ROCK from time to time, and subject to compliance with Applicable Laws, provide ERC and ROCK with a list of the: (i) registered MAS Shareholders, together with their addresses and respective holdings of MAS Shares; (ii) names, addresses and holdings of all Persons owning securities that entitle the holder to subscribe for or otherwise acquire ROCK Shares; and (iii) participants and book-based nominee registrants, such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of MAS Shares, together with their addresses and respective holdings of MAS Shares, all as of a date that is as close as reasonably practicable to the date of delivery of such lists, and shall from time to time require that its registrar and transfer agent furnish ERC and ROCK with such additional information, including updated or additional lists of MAS Shareholders and lists of securities positions and other assistance as ERC and ROCK may reasonably request; and
(j) not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of MAS Dissent Rights without the prior written consent of ERC and ROCK.
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Section 3.04 The Circular

(a) The Parties shall, as promptly as reasonably practicable following execution of this Agreement, prepare and complete, in consultation with each other as contemplated by this Section 3.04, the Circular, together with any other documents required by Applicable Laws in connection with the ERC Meeting, the ROCK Meeting, and the MAS Meeting, and, as promptly as reasonably practicable after obtaining the Interim Orders, each Party shall cause the Circular and such documents to be filed in all jurisdictions where the same are required to be filed and sent to their respective shareholders and other Persons as required by Applicable Laws and the Interim Orders, in each case using commercially reasonable efforts so as to permit each of the ERC Meeting, ROCK Meeting and ROCK Meeting to be held in accordance with this Article III.
(b) Each of the Parties shall ensure that the Circular complies in all material respects with Applicable Laws, does not contain a Misrepresentation (other than with respect to any information that is furnished by or on behalf of another Party or such other Parties’ Representatives for inclusion in the Circular pursuant to Section 3.04(e)) and, subject to compliance by each of the Parties with this Article III, provides their respective shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the ERC Meeting, the ROCK Meeting and the MAS Meeting. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Circular shall include:
(i) a summary and a copy of the ROCK Fairness Opinion and the MAS Fairness Opinion;
(ii) a statement that the ERC Board has, after receiving advice from its outside legal counsel: (A) determined that the Consideration to be paid by ERC pursuant to the Transaction is fair to ERC and the Transaction is in the best interests of ERC, and (B) recommends that the ERC Shareholders vote in favour of the ERC Resolutions (the “ ERC Board Recommendation ”); and
(iii) a statement that the ERC Locked-up Shareholders have entered into ERC Voting Agreements pursuant to which such persons have agreed to vote all their ERC Shares in favour of the ERC Resolutions in accordance with the terms of the ERC Voting Agreements.
(iv) a statement that each of the ROCK Board and the ROCK Special Committee have received the ROCK Fairness Opinion and each has, after receiving advice from its financial advisors and outside legal counsel: (A) determined that the Consideration to be received by the ROCK Shareholders pursuant to the ROCK Arrangement is fair to the ROCK Shareholders and the ROCK Arrangement is in the best interests of ROCK, and (B) recommends that the ROCK Shareholders vote in favour of the ROCK Arrangement Resolution (the “ ROCK Board Recommendation ”);
(v) a statement that the ROCK Locked-up Shareholders have entered into the ROCK Voting Agreements pursuant to which such persons have agreed to vote all their ROCK Shares in favour of the ROCK Arrangement Resolution in accordance with the terms of the ROCK Voting Agreements;
(vi) a statement that the MAS Board has received the MAS Fairness Opinion and has, after receiving advice from its financial advisors and outside legal counsel: (A) determined that the Consideration to be received by the MAS Shareholders
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pursuant to the MAS Arrangement is fair to the MAS Shareholders (other than ERC) and the MAS Arrangement is in the best interests of MAS, and (B) recommends that the MAS Shareholders (other than ERC) vote in favour of the MAS Arrangement Resolution (the “ MAS Board Recommendation ”);

(vii) a statement that the MAS Locked-up Shareholders have entered into the MAS Voting Agreements pursuant to which such persons have agreed to vote all their MAS Shares in favour of the MAS Arrangement Resolution in accordance with the terms of the ROCK Voting Agreements; and
(viii) information in sufficient detail to allow ERC to rely upon the Section 3(a)(10) Exemption with respect to the issuance of Consideration Shares and New ERC Options pursuant to the ROCK Arrangement and the MAS Arrangement.
(c) In connection with the preparation of the Circular, each Party shall provide to the other all necessary information concerning it (including financial information) and that is required by Applicable Laws to be included in the Circular and ensure that such information does not contain a Misrepresentation and will indemnify the other Parties for all claims, losses, costs and expenses incurred by the other Parties in respect of any such Misrepresentation or alleged Misrepresentation contained in any information regarding such Party or its Affiliates, and each Party shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of such information and to the identification in the Circular of each such advisor.
(d) Each Party shall allow the other Parties and their respective outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents and shall give reasonable consideration to any comments made by each Party and its outside legal counsel and agrees that all information relating solely to a Party that is furnished by or on behalf of such Party for inclusion in the Circular or other related documents must be in a form and content satisfactory to such Party.
(e) Each Party shall promptly notify the other Parties if it becomes aware that the Circular contains a Misrepresentation or otherwise requires an amendment or supplement and the Parties shall co-operate in the preparation of any amendment or supplement to the Circular as required or appropriate and the Parties shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to the Persons to whom the Circular was sent pursuant to the terms hereof and, if required by Applicable Laws or the Interim Orders, file the same with any Governmental Authority and disseminate the same to each Party’s respective shareholders.
(f) Each Party shall promptly advise the other Parties of any material communication (written or oral) received by it from any Securities Authorities or any other Governmental Authority in connection with the Circular, and will allow the other Parties and their respective Representatives an opportunity to comment on any response materials and participate in any meetings with Governmental Authorities in respect thereof.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ERC

Except as set forth in the correspondingly numbered section of the ERC Disclosure Letter, ERC represents and warrants to ROCK and MAS that the statements contained in Schedule IV are true and correct as of the

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date hereof and hereby acknowledges and agrees that ROCK and MAS are relying thereon in execution and delivery of this Agreement.

ARTICLE V REPRESENTATIONS AND WARRANTIES OF ROCK

Except as set forth in the correspondingly numbered section of the ROCK Disclosure Letter, ROCK represents and warrants to ERC and MAS that the statements contained in Schedule V are true and correct as of the date hereof and hereby acknowledges and agrees that ERC and MAS are relying thereon in execution and delivery of this Agreement.

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF MAS

Except as set forth in the correspondingly numbered section of the MAS Disclosure Letter, MAS represents and warrants to ERC and ROCK that the statements contained in Schedule VI are true and correct as of the date hereof and hereby acknowledges and agrees that ERC and ROCK are relying thereon in execution and delivery of this Agreement.

ARTICLE VII SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Parties. The representations and warranties of the Parties contained in this Agreement will not survive the completion of the Transaction and will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. This Article VII will not limit any covenant or agreement of any of the Parties, which, by its terms, contemplates performance after the Effective Time or the date on which this Agreement is terminated, as the case may be.

ARTICLE VIII COVENANTS

Section 8.01 Covenants of ROCK Regarding the Conduct of Business

ROCK covenants and agrees that during the Interim Period, except as otherwise expressly provided for in this Agreement (including, for greater certainty, the terms of the ROCK Arrangement), or consented to in writing by ERC and MAS (such consent not to be unreasonably withheld, conditioned or delayed), or as set forth in Section 8.01 of the ROCK Disclosure Letter or otherwise in the Ordinary Course:

(a) ROCK shall, and shall cause its Subsidiaries, to (i) conduct its Business in the Ordinary Course; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, Assets and Business of ROCK and its Subsidiaries and to maintain its Authorizations, and to preserve the rights, franchises, goodwill and relationships of ROCK’s employees, customers, lenders, suppliers, regulators and others having business relationships with ROCK and its Subsidiaries; and
(b) without limiting the foregoing, ROCK shall not, and shall cause its Subsidiaries not to:
(i) amend or propose to amend its Articles or other constating documents;
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(ii) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any ROCK Shares;
(iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities of ROCK;
(iv) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any ROCK Shares or shares of any of its Subsidiaries or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire the foregoing (whether on exchange, exercise, conversion or otherwise) of ROCK or any of its Subsidiaries, or other equity or voting interests or other securities of ROCK or any of its Subsidiaries, other than pursuant to the exercise or settlement (as applicable) of ROCK Options, ROCK Warrants or other convertible securities that are outstanding as of the date of this Agreement in accordance with their terms;
(v) cause any stock options, restricted share units, performance share units, deferred share units, stock appreciation rights, convertible securities or other employee or director awards that are outstanding as of the date of this Agreement to be converted, exchanged, settled, replaced, accelerated, or otherwise modified in any manner, except in accordance with the terms of such awards and applicable equity incentive plans (including the ROCK Option Plan);
(vi)
split, combine or reclassify any outstanding ROCK Shares;
(vii) amend the terms of the ROCK Shares or any other securities of ROCK or any of its Subsidiaries;
(viii) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of ROCK or any of its Subsidiaries;
(ix) reorganize, amalgamate or merge ROCK or any of its Subsidiaries with any other Person;
(x) sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer or agree to sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer any ROCK Shares, ROCK Properties, Assets of ROCK or any of its Subsidiaries or any interest in any its Subsidiaries, ROCK Properties, Assets of ROCK or any of its Subsidiaries, other than in the Ordinary Course;
(xi) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction or in a series of related transactions, any Person, or make any investment or agree to make any investment (by purchase of shares or securities, contributions of capital, property transfer, purchase of any property or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, in any Person;
(xii) incur any capital expenditures or enter into any agreement obligating ROCK or any of its Subsidiaries to provide for future capital expenditures other than capital expenditures that both (A) have been disclosed in writing to ERC and MAS prior to the date of this Agreement, and (B) do not exceed $50,000 in the aggregate;
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(xiii) make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by IFRS or by Applicable Laws;
(xiv) reduce the stated capital of the shares of ROCK or any of its Subsidiaries;
(xv) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of ROCK or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for (x) borrowings under credit facilities in effect as of the date of this Agreement in the Ordinary Course and not in excess of $50,000, or (y) as otherwise permitted to be incurred, or not prohibited, under this Agreement, or (B) make any loans, advances (other than any advances to employees in the Ordinary Course) or capital contributions to, or investments in, any other Person, other than to ROCK or any of its Subsidiaries;
(xvi) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations (including any litigation, proceeding or investigation by any Governmental Authority) other than the payment, discharge, settlement or satisfaction, (A) in the Ordinary Course, of liabilities of ROCK or its Subsidiaries to the extent reflected or reserved against in the ROCK Financial Statements or incurred since July 31, 2023 in the Ordinary Course, or (B) in respect of those claims set forth in Section 5.16 of the ROCK Disclosure Letter;
(xvii) enter into any agreement or arrangement that limits or otherwise restricts in any respect ROCK or any successor thereto, or that would, after the Effective Time, limit or restrict in any respect ROCK or any of its Subsidiaries from competing in any manner;
(xviii) enter into any agreement that, if entered into prior to the date hereof, would constitute a ROCK Material Contract, or modify, amend in any material respect, transfer or terminate any ROCK Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;
(xix) enter into or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other financial instruments or like transaction, other than in the Ordinary Course;
(xx) enter into any new line of business or discontinue any existing line of business without notifying ERC and MAS;
(xxi) amend, modify, terminate, cancel or let lapse any insurance (or reinsurance) policy of ROCK or any of its Subsidiaries in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;
(xxii) except to as required by the terms of the ROCK Benefit Plans or written employment Contracts in effect on the date of this Agreement or Applicable Laws;
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(A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of ROCK or any of its Subsidiaries; (B) grant, accelerate, or increase any payment, bonus, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer or employee of ROCK or any of its Subsidiaries; (C) increase or amend the coverage, contributions, funding requirements or benefits available under any of the ROCK Benefit Plans or create or adopt any new plan, policy or arrangement which would be considered to be a ROCK Benefit Plan once created; (D) increase compensation (in any form), bonus levels or other benefits payable to any director or officer of ROCK or any of its Subsidiaries or grant any general increase in the rate of wages, salaries, bonuses or other remuneration to any director, officer or employee of ROCK or its Subsidiaries; (E) make any material determination under any ROCK Benefit Plan that is not in the Ordinary Course or consistent with past practice; (F) establish, adopt, enter into, amend or terminate any Collective Agreement or any of the ROCK Benefit Plans (or any plan which would be considered to be a ROCK Benefit Plan if in effect as of the date hereof); or (G) take or propose any action to effect any of the foregoing;

(xxiii) make any bonus or profit sharing distribution or similar payment of any kind;
(xxiv) modify any employment or consulting agreement with any officer or senior employee of ROCK or any of its Subsidiaries, terminate any officer or senior employee of ROCK or any of its Subsidiaries, without cause, or hire any officer or senior employee of ROCK or any of its Affiliates except in the Ordinary Course and consistent with past practices for similar positions; or
(xxv) take any action or fail to take any action which action or failure to act would reasonably be expected to cause any Governmental Authorities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted;
(c) ROCK shall and shall cause its Subsidiaries to:
(i) maintain sufficient liquidity to satisfy their liabilities;
(ii) duly and timely file all material Tax Returns required to be filed by them, such Tax Returns to be true, complete and correct in all material respects;
(iii) timely withhold, collect, remit and pay all material Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(iv) not take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax, except as may be required by Applicable Laws (as determined in good faith consultation with ERC and MAS);
(v) not amend any Tax Return or change any of its methods of reporting income, or deductions for accounting or Tax purposes from those employed in the preparation of its Tax Returns for the taxation year ended July 31, 2023 (or such other most recent taxation year ending prior to the date hereof), except as may be required by Applicable Laws (as determined in good faith consultation with ERC and MAS);
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(vi) not make, change or revoke any material election or designation relating to Taxes;
(vii) not enter into any Tax sharing, Tax allocation, Tax related waiver, Tax indemnification, or advanced pricing agreement or any other agreement with any taxing authorities, or consent to any extension or waiver of the limitation period in respect of Taxes or to the surrender of any right or claim to a Tax abatement, reduction, deduction, exemption, credit or refund of Tax;
(viii) not settle or compromise (or offer to settle or compromise) any material Tax claim, audit, action, suit, arbitration, investigation proceeding or re-assessment or any other controversy relating to Taxes;
(ix) not make a request for a Tax ruling to any Governmental Authority; and
(x) keep ERC and MAS reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than Ordinary Course communications which could not reasonably be expected to be material to ROCK and its Subsidiaries, taken as a whole).
(d) ROCK shall not, and shall cause its Subsidiaries to not, authorize, agree to, propose, enter into or modify any Contract to do any of the matters prohibited by the other subsections of this Section 8.01 or resolve to do so.

Section 8.02 Covenants of ERC Regarding the Conduct of Business

ERC covenants and agrees that during the Interim Period, except as otherwise provided in this Agreement, the ROCK Plan of Arrangement or the MAS Plan of Arrangement, or consented to in writing by ROCK and MAS (such consent not to be unreasonably withheld, conditioned or delayed), or as set forth in Section 8.02 of the ERC Disclosure Letter or otherwise in the Ordinary Course:

(a) ERC shall, and shall cause its Subsidiaries, to (i) conduct its Business in the Ordinary Course; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, Assets and Business of ERC and its Subsidiaries and to maintain their Authorizations, and to preserve the rights, franchises, goodwill and relationships of ERC’s employees, customers, lenders, suppliers, regulators and others having business relationships with ERC and its Subsidiaries; and
(b) without limiting the foregoing, ERC shall not, and shall cause its Subsidiaries not to:
(i) amend or propose to amend its Articles or other constating documents;
(ii) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any ERC Shares;
(iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities of ERC;
(iv) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any ERC Shares or shares of any of its Subsidiaries or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire the foregoing (whether on exchange, exercise, conversion or otherwise) of ERC or any of its Subsidiaries, or other equity or
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voting interests or other securities of ERC or any of its Subsidiaries, other than pursuant to the exercise or settlement (as applicable) of options, warrants or other convertible securities that are outstanding as of the date of this Agreement in accordance with their terms;

(v) cause any stock options, restricted share units, performance share units, deferred share units, stock appreciation rights, convertible securities or other employee or director awards that are outstanding as of the date of this Agreement to be converted, exchanged, settled, replaced, accelerated, or otherwise modified in any manner, except in accordance with the terms of such awards and applicable equity incentive plans (including the ERC Option Plan);
(vi)
split, combine or reclassify any outstanding ERC Shares;
(vii) amend the terms of the ERC Shares or any other securities of ERC or any of its Subsidiaries;
(viii) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of ERC or any of its Subsidiaries;
(ix) reorganize, amalgamate or merge ERC or any of its Subsidiaries with any other Person;
(x) sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer or agree to sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer any ERC Shares, ERC Properties, Assets of ERC or any of its Subsidiaries or any interest in any its Subsidiaries, ERC Properties, Assets of ERC or any of its Subsidiaries, other than in the Ordinary Course;
(xi) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction or in a series of related transactions, any Person, or make any investment or agree to make any investment (by purchase of shares or securities, contributions of capital, property transfer, purchase of any property or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, in any Person;
(xii) incur any capital expenditures or enter into any agreement obligating ERC or any of its Subsidiaries to provide for future capital expenditures other than capital expenditures that both (A) have been disclosed in writing to ROCK and MAS prior to the date of this Agreement, and (B) do not exceed $50,000 in the aggregate;
(xiii) make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by IFRS or by Applicable Laws;
(xiv) reduce the stated capital of the shares of ERC or any of its Subsidiaries;
(xv) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of ERC or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for (x) borrowings under credit facilities in effect as of the date of this Agreement
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in the Ordinary Course and not in excess of $50,000, or (y) as otherwise permitted to be incurred, or not prohibited, under this Agreement, or (B) make any loans, advances (other than any advances to employees in the Ordinary Course) or capital contributions to, or investments in, any other Person, other than to ERC or any of its Subsidiaries;

(xvi) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations (including any litigation, proceeding or investigation by any Governmental Authority) other than the payment, discharge, settlement or satisfaction, (A) in the Ordinary Course, of liabilities of ERC or its Subsidiaries to the extent reflected or reserved against in the ERC Financial Statements or incurred since December 31, 2023 in the Ordinary Course, or (B) in respect of those claims set forth in Section 4.16 and Section 9.01(l) of the ERC Disclosure Letter;
(xvii) enter into any agreement or arrangement that limits or otherwise restricts in any respect ROCK or any successor thereto, or that would, after the Effective Time, limit or restrict in any respect ROCK or any of its Subsidiaries from competing in any manner;
(xviii) enter into any agreement that, if entered into prior to the date hereof, would constitute an ERC Material Contract, or modify, amend in any material respect, transfer or terminate any ERC Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;
(xix) enter into or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other financial instruments or like transaction, other than in the Ordinary Course;
(xx) enter into any new line of business or discontinue any existing line of business without notifying ROCK and MAS;
(xxi) amend, modify, terminate, cancel or let lapse any insurance (or reinsurance) policy of ERC or any of its Subsidiaries in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;
(xxii) except as required by the terms of the ERC Benefit Plans or written employment Contracts in effect on the date of this Agreement or Applicable Laws (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of ERC or any of its Subsidiaries; (B) grant, accelerate, or increase any payment, bonus, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer or employee of ERC or any of its Subsidiaries; (C) increase or amend the coverage, contributions, funding requirements or benefits available under any of the ERC Benefit Plans or create or adopt any new plan, policy or arrangement which would be considered to be a ERC Benefit Plan once created; (D) increase compensation (in any form), bonus levels or other benefits payable to any director, officer or employee of ERC or any of its Subsidiaries or grant any general increase in the rate of wages, salaries, bonuses or
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other remuneration to any director or of ERC or its Subsidiaries; (E) make any material determination under any ERC Benefit Plan that is not in the Ordinary Course or consistent with past practice; (F) establish, adopt, enter into, amend or terminate any Collective Agreement or any of the ERC Benefit Plans (or any plan which would be considered to be a ERC Benefit Plan if in effect as of the date hereof); or (G) take or propose any action to effect any of the foregoing;

(xxiii) make any bonus or profit sharing distribution or similar payment of any kind;
(xxiv) modify any employment or consulting agreement with any officer or senior employee of ERC or any of its Subsidiaries, terminate any officer or senior employee of ERC or any of its Subsidiaries, without cause, or hire any officer or senior employee of ERC or any of its Affiliates except in the Ordinary Course and consistent with past practices for similar positions; or
(xxv) take any action or fail to take any action which action or failure to act would reasonably be expected to cause any Governmental Authorities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted;
(c) ERC shall and shall cause its Subsidiaries to:
(i) maintain sufficient liquidity to satisfy their liabilities;
(ii) duly and timely file all material Tax Returns required to be filed by them, such Tax Returns to be true, complete and correct in all material respects;
(iii) timely withhold, collect, remit and pay all material Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(iv) not take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax, except as may be required by Applicable Laws (as determined in good faith consultation with ROCK and MAS);
(v) not amend any Tax Return or change any of its methods of reporting income, or deductions for accounting or Tax purposes from those employed in the preparation of its Tax Returns for the taxation year ended December 31, 2023 (or such other most recent taxation year ending prior to the date hereof), except as may be required by Applicable Laws (as determined in good faith consultation with ROCK and MAS);
(vi) not make, change or revoke any material election or designation relating to Taxes;
(vii) not enter into any Tax sharing, Tax allocation, Tax related waiver, Tax indemnification, or advanced pricing agreement or any other agreement with any taxing authorities, or consent to any extension or waiver of the limitation period in respect of Taxes or to the surrender of any right or claim to a Tax abatement, reduction, deduction, exemption, credit or refund of Tax;
(viii) not settle or compromise (or offer to settle or compromise) any material Tax claim, audit, action, suit, arbitration, investigation proceeding or re-assessment or any other controversy relating to Taxes;
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(ix) not make a request for a Tax ruling to any Governmental Authority; and
(x) keep ROCK and MAS reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than Ordinary Course communications which could not reasonably be expected to be material to ERC and its Subsidiaries, taken as a whole).
(d) ERC shall not, and shall cause its Subsidiaries to not, authorize, agree to, propose, enter into or modify any Contract to do any of the matters prohibited by the other subsections of this Section 8.02 or resolve to do so.

Section 8.03 Covenants of MAS Regarding the Conduct of Business

MAS covenants and agrees that during the Interim Period, except as otherwise expressly provided for in this Agreement (including, for greater certainty, the terms of the MAS Arrangement), or consented to in writing by ERC and ROCK (such consent not to be unreasonably withheld, conditioned or delayed), or as set forth in Section 8.03 of the MAS Disclosure Letter or otherwise in the Ordinary Course:

(a) MAS shall, and shall cause its Subsidiaries, to (i) conduct its Business in the Ordinary Course; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, Assets and Business of MAS and its Subsidiaries and to maintain its Authorizations, and to preserve the rights, franchises, goodwill and relationships of MAS’s employees, customers, lenders, suppliers, regulators and others having business relationships with MAS and its Subsidiaries; and
(b) without limiting the foregoing, MAS shall not, and shall cause its Subsidiaries not to:
(i) amend or propose to amend its Articles or other constating documents;
(ii) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any MAS Shares;
(iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities of MAS;
(iv) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any MAS Shares or shares of any of its Subsidiaries or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire the foregoing (whether on exchange, exercise, conversion or otherwise) of MAS or any of its Subsidiaries, or other equity or voting interests or other securities of MAS or any of its Subsidiaries, other than pursuant to the exercise or settlement (as applicable) of MAS Options, warrants or other convertible securities that are outstanding as of the date of this Agreement in accordance with their terms;
(v) cause any stock options, restricted share units, performance share units, deferred share units, stock appreciation rights, convertible securities or other employee or director awards that are outstanding as of the date of this Agreement to be converted, exchanged, settled, replaced, accelerated, or otherwise modified in any manner, except in accordance with the terms of such awards and applicable equity incentive plans (including the MAS Option Plan);
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(vi) split, combine or reclassify any outstanding MAS Shares;
(vii) amend the terms of the MAS Shares or any other securities of MAS or any of its Subsidiaries;
(viii) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of MAS or any of its Subsidiaries;
(ix) reorganize, amalgamate or merge MAS or any of its Subsidiaries with any other Person;
(x) sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer or agree to sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer any MAS Shares, MAS Properties, Assets of MAS or any of its Subsidiaries or any interest in any its Subsidiaries, MAS Properties, Assets of MAS or any of its Subsidiaries, other than in the Ordinary Course;
(xi) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction or in a series of related transactions, any Person, or make any investment or agree to make any investment (by purchase of shares or securities, contributions of capital, property transfer, purchase of any property or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, in any Person;
(xii) incur any capital expenditures or enter into any agreement obligating MAS or any of its Subsidiaries to provide for future capital expenditures other than capital expenditures that both (A) have been disclosed in writing to ERC and MAS prior to the date of this Agreement, and (B) do not exceed $50,000 in the aggregate;
(xiii) make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by IFRS or by Applicable Laws;
(xiv) reduce the stated capital of the shares of MAS or its Subsidiaries;
(xv) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of MAS or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for (x) borrowings under credit facilities in effect as of the date of this Agreement in the Ordinary Course and not in excess of $50,000, or (y) as otherwise permitted to be incurred, or not prohibited, under this Agreement, or (B) make any loans, advances (other than any advances to employees in the Ordinary Course) or capital contributions to, or investments in, any other Person, other than to MAS or any of its Subsidiaries;
(xvi) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations (including any litigation, proceeding or investigation by any Governmental Authority) other than the payment, discharge, settlement or satisfaction, in the Ordinary Course, of liabilities of MAS or its Subsidiaries to the extent reflected or reserved against in the MAS Financial Statements or incurred since September 30, 2023 in the Ordinary Course;
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(xvii) enter into any agreement or arrangement that limits or otherwise restricts in any respect MAS or any successor thereto, or that would, after the Effective Time, limit or restrict in any respect MAS or any of its Subsidiaries from competing in any manner;
(xviii) enter into any agreement that, if entered into prior to the date hereof, would constitute a MAS Material Contract, or modify, amend in any material respect, transfer or terminate any MAS Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;
(xix) enter into or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other financial instruments or like transaction, other than in the Ordinary Course, or to facilitate the exercise or settlement of outstanding MAS Options;
(xx) enter into any new line of business or discontinue any existing line of business without notifying ERC and ROCK;
(xxi) amend, modify, terminate, cancel or let lapse any insurance (or reinsurance) policy of MAS or any of its Subsidiaries in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;
(xxii) except as required by the terms of the MAS Benefit Plans or written employment Contracts in effect on the date of this Agreement or Applicable Laws (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of MAS or any of its Subsidiaries; (B) grant, accelerate, or increase any payment, bonus, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer or employee of MAS or any of its Subsidiaries; (C) increase or amend the coverage, contributions, funding requirements or benefits available under any of the MAS Benefit Plans or create or adopt any new plan, policy or arrangement which would be considered to be a MAS Benefit Plan once created; (D) increase compensation (in any form), bonus levels or other benefits payable to any director, officer or employee of MAS or any of its Subsidiaries or grant any general increase in the rate of wages, salaries, bonuses or other remuneration to any director, officer or employee of MAS or its Subsidiaries; (E) make any material determination under any MAS Benefit Plan that is not in the Ordinary Course or consistent with past practice; (F) establish, adopt, enter into, amend or terminate any Collective Agreement or any of the MAS Benefit Plans (or any plan which would be considered to be a MAS Benefit Plan if in effect as of the date hereof); or (G) take or propose any action to effect any of the foregoing;
(xxiii) make any bonus or profit sharing distribution or similar payment of any kind;
(xxiv) modify any employment or consulting agreement with any officer or senior employee of MAS or any of its Subsidiaries, terminate any officer or senior employee of MAS or any of its Subsidiaries, without cause, or hire any officer or
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senior employee of MAS or any of its Affiliates except in the Ordinary Course and consistent with past practices for similar positions; or

(xxv) take any action or fail to take any action which action or failure to act would reasonably be expected to cause any Governmental Authorities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted;
(c) MAS shall and shall cause its Subsidiaries to:
(i) maintain sufficient liquidity to satisfy their liabilities;
(ii) duly and timely file all material Tax Returns required to be filed by them, such Tax Returns to be true, complete and correct in all material respects;
(iii) timely withhold, collect, remit and pay all material Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(iv) not take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax, except as may be required by Applicable Laws (as determined in good faith consultation with ERC and ROCK);
(v) not amend any Tax Return or change any of its methods of reporting income, or deductions for accounting or Tax purposes from those employed in the preparation of its Tax Returns for the taxation year ended September 30, 2023 (or such other most recent taxation year ending prior to the date hereof), except as may be required by Applicable Laws (as determined in good faith consultation with ERC and ROCK);
(vi) not make, change or revoke any material election or designation relating to Taxes;
(vii) not enter into any Tax sharing, Tax allocation, Tax related waiver, Tax indemnification, or advanced pricing agreement or any other agreement with any taxing authorities, or consent to any extension or waiver of the limitation period in respect of Taxes or to the surrender of any right or claim to a Tax abatement, reduction, deduction, exemption, credit or refund of Tax;
(viii) not settle or compromise (or offer to settle or compromise) any material Tax claim, audit, action, suit, arbitration, investigation proceeding or re-assessment or any other controversy relating to Taxes;
(ix) not make a request for a Tax ruling to any Governmental Authority; and
(x) keep ERC and ROCK reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than Ordinary Course communications which could not reasonably be expected to be material to MAS and its Subsidiaries, taken as a whole).
(d) MAS shall not, and shall cause its Subsidiaries to not, authorize, agree to, propose, enter into or modify any Contract to do any of the matters prohibited by the other subsections of this Section 8.03 or resolve to do so.
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Section 8.04 Mutual Covenants of the Parties Relating to the Arrangements

Each of the Parties covenants and agrees that, other than in connection with obtaining the Required Approvals, subject to the terms and conditions of this Agreement, during that period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a) it shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use all commercially reasonable efforts to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article IX to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the ROCK Arrangement and the MAS Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all necessary waivers, consents and approvals required to be obtained by it from parties to ERC Material Contracts, ROCK Material Contracts or MAS Material Contracts, as the case may be; (ii) obtain all necessary and material Authorizations as are required to be obtained by it or any of its Subsidiaries under Applicable Laws; (iii) fulfill all conditions and satisfy all provisions of this Agreement and the ROCK Arrangement and the MAS Arrangement; and (iv) co-operate with the other Parties in connection with the performance by it and its Subsidiaries of their obligations hereunder;
(b) it shall not take any action, shall refrain from taking any action, and shall not permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, prevent, materially impede or materially delay the consummation of the ROCK Arrangement, the MAS Arrangement or the other transactions contemplated herein including, for the avoidance of doubt, the taking of any action or the entering into of any transaction, including any merger, acquisition, joint venture, disposition, lease or contract that would reasonably be expected to prevent, delay or impede the obtaining of, or increase the risk of not obtaining, any Required Approval or otherwise prevent, delay or impede the consummation of the transactions contemplated by this Agreement;
(c) it shall use commercially reasonable efforts to: (i) defend all lawsuits or other legal, regulatory or other Actions against itself or any of its Subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (ii) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including Governmental Orders, relating to itself or any of its Subsidiaries which may materially adversely affect the ability of the Parties to consummate the ROCK Arrangement, the MAS Arrangement or the other transactions contemplated by this Agreement; and (iii) appeal or overturn or otherwise have lifted or rendered non-applicable in respect of the ROCK Arrangement or the MAS Arrangement, any Applicable Laws that makes consummation of the ROCK Arrangement or the MAS Arrangement illegal or otherwise prohibits or enjoins any party from consummating the ROCK Arrangement or the MAS Arrangement;
(d) it shall carry out the terms of the Interim Orders and Final Orders applicable to it and use commercially reasonable efforts to comply promptly with all requirements which Applicable Laws may impose on it or its Subsidiaries or Affiliates with respect to the transactions contemplated hereby; and
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(e) it shall use commercially reasonable efforts to carry out all actions necessary to ensure the availability of the Section 3(a)(10) Exemption and exemptions under applicable securities laws of any state of the United States.

Section 8.05 Access to Information

(a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with Applicable Laws, each Party shall, and shall cause its Subsidiaries to: (a) afford the other Parties and their respective Representatives reasonable access to and the right to inspect all of the Assets, premises, Books and Records, Contracts and other documents and data related to the Business; (b) furnish the other Parties and their respective Representatives with such financial, operating and other data and information related to the Business as the other Parties or any of their respective Representatives may reasonably request; and (c) instruct its Representatives and those of its Subsidiaries to cooperate with the other Parties in their investigation of the Business. Any investigation under this Section 8.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business of a Party and its Subsidiaries.
(b) No investigation by any Party or other information received by such Party, including pursuant to this Section 8.05, shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the other Parties in this Agreement.
(c) The Parties acknowledge and agree that information furnished pursuant to this Section 8.05 shall be subject to the terms and conditions of the Confidentiality Agreement.

Section 8.06 Insurance and Indemnification

(a) Prior to the Effective Time, each Party shall be permitted to purchase customary “tail” policies of directors’ and officers’ liability insurance from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained such Party and its Subsidiaries which may be in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time and each Party will be permitted to and will be permitted to cause its Subsidiaries to, maintain such “tail” policies in effect without any reduction in scope or coverage for six years from the Effective Time; provided, that no Party or its Subsidiaries shall be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 250% of any Party’s current annual aggregate premium for policies currently maintained by such Party or its Subsidiaries.
(b) Each Party will, and will cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of such Party and its Subsidiaries under Applicable Laws and under the Articles or other constating documents of such Party and/or its Subsidiaries or under any agreement or contract of any indemnified person with such Party or with any of its Subsidiaries, and acknowledges that such rights shall survive the completion of the transactions contemplated by this Agreement, and, to the extent within the control of such Party, such Party shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such
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indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

(c) If any Party or any of their respective Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, such Party shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of such Party or its Subsidiaries) assumes all of the obligations set forth in this Section 8.06.
(d) The provisions of this Section 8.06 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, each Party hereby confirms that it is acting as trustee on behalf of its respective insured or indemnified Persons, and agrees to enforce the provisions of this Section 8.06 on their behalf. Furthermore, this Section 8.06 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

Section 8.07 ROCK No Solicitation of Other Bids

(a) Except as otherwise expressly provided in this Section 8.07, ROCK shall not, and shall cause its Subsidiaries and their respective Representatives not to:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing confidential information or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement pursuant to Section 8.07(e))) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a ROCK Acquisition Proposal;
(ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than ERC and MAS and their respective Affiliates, acting jointly) in respect of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a ROCK Acquisition Proposal, it being acknowledged and agreed that, provided ROCK is then in compliance with its obligations under this Section 8.07, ROCK may (A) provide a written response (with a copy to ERC and MAS) to any Person who submits a ROCK Acquisition Proposal for the sole purpose of clarifying the express terms and conditions of such ROCK Acquisition Proposal, (B) advise a Person who has submitted a written ROCK Acquisition Proposal of the restrictions of this Agreement, and (C) advise any Person making a ROCK Acquisition Proposal that ROCK has determined that such ROCK Acquisition Proposal does not constitute a ROCK Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person;
(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any ROCK Acquisition Proposal (other than a confidentiality agreement pursuant to Section 8.07(e)) (it being understood that publicly taking no position or a neutral position with respect to a publicly disclosed or publicly announced ROCK Acquisition Proposal for a period of no more than three Business Days following the public announcement of such ROCK Acquisition Proposal will not be
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considered to be in violation of this Section 8.07 provided the ROCK Board has rejected such ROCK Acquisition Proposal and publicly affirmed the ROCK Board Recommendation before the end of such three Business Day period; or in the event that the ROCK Meeting is scheduled to occur within such three Business Day period, prior to the second Business Day prior to the date of the ROCK Meeting), and further provided that ROCK shall provide ERC and MAS and their respective outside legal counsel with a reasonable opportunity to review the form and content of any such public announcement and shall make all reasonable amendments to such public announcement as requested by ERC and MAS and their respective counsel);

(iv) (i) fail to make, or withhold, withdraw, amend, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the ROCK Board Recommendation, or (ii) make, or permit any Representative of ROCK or any of its Subsidiaries to make, any public statement in connection with the ROCK Meeting by or on behalf of the ROCK Board that would reasonably be expected to have the same effect, or (iii) or fail to publicly reaffirm (without qualification) the ROCK Board Recommendation, or its recommendation of the Transaction within three Business Days (and in any case prior to the ROCK Meeting) after having been requested in writing by ERC or MAS to do so (acting reasonably), or (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any ROCK Acquisition Proposal (each, a “ ROCK Change in Recommendation ”); or
(v) make any public announcement, or take any other action, inconsistent with, or that would reasonably be likely to be regarded as detracting from, the approval, recommendation or declaration of advisability of the ROCK Board of the transactions contemplated hereby.
(b) ROCK shall, and shall cause its Subsidiaries and Representatives to, immediately cease any existing solicitation, discussions, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than ERC and MAS and their respective Affiliates, acting jointly) conducted by ROCK or any of its Affiliates or Representatives with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, a ROCK Acquisition Proposal, and, in connection therewith, ROCK will discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, and use its commercially reasonable efforts to exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding ROCK and its Subsidiaries previously provided in connection therewith to any Person other than ERC or MAS to the extent such information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled.
(c) ROCK represents and warrants as of the date of this Agreement that neither ROCK nor any of its Subsidiaries have waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which ROCK or any of its Subsidiaries are a Party, except to permit submissions of expressions of interest prior to the date of this Agreement, and ROCK represents and warrants that all such standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which ROCK or any of its Subsidiaries are a Party shall, if applicable and in accordance
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with their terms, remain enforceable. ROCK covenants and agrees that (i) it shall enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which ROCK or any of its Subsidiaries are a party, and (ii) neither ROCK nor any of its Subsidiaries nor any of their respective Representatives has released or will, without the prior written consent of ERC and MAS (which may be unreasonably withheld, conditioned or delayed), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting ROCK, or any of the Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which ROCK or any of its Subsidiaries are a party.

(d) ROCK shall as soon as practicable, and in any event, within 24 hours, notify ERC and MAS (orally at first and then in writing, in each case within 24 hours) if it receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a ROCK Acquisition Proposal or any request received by ROCK or any of its Subsidiaries or their Representatives for nonpublic information relating to, or for access to the properties, books or records of, ROCK or any of its Subsidiaries by any person that informs ROCK or any of its Subsidiaries or their Representatives that it is considering making a ROCK Acquisition Proposal, of such ROCK Acquisition Proposal, inquiry, proposal, request or offer, including the identity of the Person making such ROCK Acquisition Proposal, inquiry, proposal, request or offer and the material terms and conditions thereof and copies of all material or substantive documents received in respect of, from or on behalf of any such Person. ROCK shall keep ERC and MAS fully informed of the status of substantive developments and substantive discussions and negotiations with respect to such ROCK Acquisition Proposal, inquiry, proposal, request or offer, including any material changes, modifications or other amendments thereto.
(e) If at any time following the date of this Agreement and prior to the approval of the ROCK Arrangement Resolution by the ROCK Shareholders having been obtained, ROCK receives an unsolicited bona fide written ROCK Acquisition Proposal that did not result from a breach of this Section 8.07 (and which has not been withdrawn) and the ROCK Board determines, in good faith after consultation with its outside financial and legal advisors, that such ROCK Acquisition Proposal constitutes or would reasonably be expected to constitute a ROCK Superior Proposal (disregarding, for the purposes of such determination, any due diligence or access condition to which such ROCK Acquisition Proposal is subject), then, and only in such case, ROCK may provide the Person making such ROCK Acquisition Proposal with, or access to, for a period of no more than two weeks, information regarding ROCK or any of its Subsidiaries, but only to the extent that ERC and MAS had previously been, or are concurrently, provided with, or access to, the same information, if, and only if:
(i) ROCK has entered into a confidentiality and standstill agreement with such Person on customary terms (including a 12-month standstill); and
(ii) ROCK has been, and continues to be, in compliance with this Section 8.07.
(f) If ROCK receives a ROCK Acquisition Proposal that constitutes a ROCK Superior Proposal prior to the approval of the ROCK Arrangement Resolution by the ROCK Shareholders, the ROCK Board may authorize ROCK to enter into a definitive agreement with respect to such ROCK Superior Proposal if, and only if all of the following are satisfied:
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(i) the ROCK Board determines in good faith that the ROCK Acquisition Proposal constitutes a ROCK Superior Proposal;
(ii) the approval of the ROCK Arrangement Resolution by the ROCK Shareholders has not been obtained;
(iii) ROCK has been, and continues to be, in compliance with this Section 8.07;
(iv) ROCK has forthwith provided ERC and MAS with a notice in writing that there is a ROCK Superior Proposal together with all documentation related to and detailing the ROCK Superior Proposal, including a copy of any proposed agreement relating to such ROCK Acquisition Proposal and, if applicable, a written notice from the ROCK Board regarding the value or range of values in financial terms that the ROCK Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered in the ROCK Superior Proposal;
(v) five Business Days (the “ ROCK Response Period ”) shall have elapsed from the date ERC and MAS received the notice and documentation referred to in Section 8.07(f)(iv) from ROCK;
(vi) if ERC and MAS have jointly proposed to amend the terms of the Transaction in accordance with Section 8.07(g), the ROCK Board shall have determined, in good faith, after consultation with its outside financial and legal advisors, that the ROCK Acquisition Proposal is a ROCK Superior Proposal compared to the proposed amendment to the terms of the Transaction by ERC and MAS; and
(vii) ROCK concurrently terminates this Agreement pursuant to Section 10.02(a)(iv)(C).
(g) ROCK acknowledges and agrees that, during the ROCK Response Period or such longer period as ROCK may approve for such purpose, ERC and MAS shall jointly have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The ROCK Board will review any such proposal to determine in good faith and after consultation with its outside legal counsel and financial advisors, whether ERC’s and MAS’s joint proposal to amend the Agreement would result in the ROCK Acquisition Proposal ceasing to be a ROCK Superior Proposal. If the ROCK Board determines that the ROCK Acquisition Proposal is not a ROCK Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly advise ERC and MAS and negotiate in good faith with ERC and MAS an amended agreement reflecting such proposed amendments. Each successive modification of any ROCK Acquisition Proposal shall constitute a new ROCK Acquisition Proposal for the purposes of this Section 8.07 and ERC and MAS shall be afforded a new ROCK Response Period in respect of each such ROCK Acquisition Proposal from the date on which ERC and MAS received the notice and documentation referred to in Section 8.07(f)(iv) in respect of such new ROCK Superior Proposal from ROCK.
(h) In circumstances where ROCK provides ERC and MAS with notice of a ROCK Superior Proposal and all documentation contemplated by Section 8.07(f)(iv) on a date that is less than seven Business Days prior to the ROCK Meeting, ROCK may, or if and as requested by ERC or MAS, ROCK shall, either proceed with or postpone ROCK Meeting to a date that is not more than seven Business Days after the scheduled date of such ROCK Meeting, as directed by ERC or MAS, provided, however, that the ROCK Meeting shall
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not be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date.

(i) Without limiting the generality of the foregoing, ROCK shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Section 8.07 and any violation of the restrictions set forth in this Section 8.07 by ROCK, its Subsidiaries or Representatives is deemed to be a breach of this Section 8.07 by ROCK.
(j) Nothing in this Agreement shall prohibit ROCK or the ROCK Board from complying with National Instrument 62-104 — Take-over Bids and Issuer Bids and similar provisions under Applicable Laws relating to the provision of directors' circulars and making appropriate disclosure with respect thereto to ROCK Securityholders; provided, however, that this Section 8.07(j) shall not be deemed to permit the ROCK Board to make a ROCK Change in Recommendation except to the extent otherwise permitted by this Agreement.

Section 8.08 ERC No Solicitation of Other Bids

(a) Except as otherwise expressly provided in this Section 8.08, ERC shall not, and shall cause its Subsidiaries and their respective Representatives not to:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing confidential information or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement pursuant to Section 8.08(e)) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a ERC Acquisition Proposal;
(ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than ROCK and MAS and their respective Affiliates, acting jointly) in respect of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a ERC Acquisition Proposal, it being acknowledged and agreed that, provided ERC is then in compliance with its obligations under this Section 8.08, ERC may (A) provide a written response (with a copy to ROCK and MAS) to any Person who submits a ERC Acquisition Proposal for the sole purpose of clarifying the express terms and conditions of such ERC Acquisition Proposal, (B) advise a Person who has submitted a written ERC Acquisition Proposal of the restrictions of this Agreement, and (C) advise any Person making a ERC Acquisition Proposal that ERC Board has determined that such ERC Acquisition Proposal does not constitute a ERC Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person;
(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any ERC Acquisition Proposal (other than a confidentiality agreement pursuant to Section 8.08(e)) (it being understood that publicly taking no position or a neutral position with respect to a publicly disclosed or publicly announced ERC Acquisition Proposal for a period of no more than three Business Days following the public announcement of such ERC Acquisition Proposal will not be considered to be in violation of this Section 8.08 provided the ERC Board has rejected such ERC Acquisition Proposal and publicly affirmed the ERC Board Recommendation before the end of such three Business Day period; or in the event that the ERC Meeting is scheduled to occur within such three Business Day period, prior to the
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second Business Day prior to the date of the ERC Meeting), and further provided that ERC shall provide ROCK and MAS and their respective outside legal counsel with a reasonable opportunity to review the form and content of any such public announcement and shall make all reasonable amendments to such public announcement as requested by ROCK and MAS and their respective counsel);

(iv) (i) fail to make, or withhold, withdraw, amend, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the ERC Board Recommendation, or (ii) make, or permit any Representative of ERC or any of its Subsidiaries to make, any public statement in connection with the ERC Meeting by or on behalf of the ERC Board that would reasonably be expected to have the same effect, or (iii) or fail to publicly reaffirm (without qualification) the ERC Board Recommendation, or its recommendation of the Transaction within three Business Days (and in any case prior to the ERC Meeting) after having been requested in writing by ROCK or MAS to do so (acting reasonably), or (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any ERC Acquisition Proposal (each, a “ ERC Change in Recommendation ”); or
(v) make any public announcement, or take any other action, inconsistent with, or that would reasonably be likely to be regarded as detracting from, the approval, recommendation or declaration of advisability of the ERC Board of the transactions contemplated hereby.
(b) ERC shall, and shall cause its Subsidiaries and Representatives to, immediately cease any existing solicitation, discussions, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than ROCK and MAS and their respective Affiliates, acting jointly) conducted by ERC or any of its Affiliates or Representatives with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, a ERC Acquisition Proposal, and, in connection therewith, ERC will discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, and use its commercially reasonable efforts to exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding ERC and its Subsidiaries previously provided in connection therewith to any Person other than ROCK or MAS to the extent such information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled.
(c) ERC represents and warrants as of the date of this Agreement that neither ERC nor any of its Subsidiaries have waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which ERC or any of its Subsidiaries are a Party, except to permit submissions of expressions of interest prior to the date of this Agreement, and ERC represents and warrants that all such standstill, confidentiality, nondisclosure, business purpose, use or similar agreement or restriction to which ERC or any of its Subsidiaries are a Party shall, if applicable and in accordance with their terms, remain enforceable. ERC covenants and agrees that (i) it shall enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which ERC or any of its Subsidiaries are a party, and (ii) neither ERC nor any of its Subsidiaries nor any of their respective Representatives has released or will, without the prior written consent of ROCK and MAS (which may be unreasonably withheld,
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conditioned or delayed), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting ERC, or any of the Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which ERC or any of its Subsidiaries are a party.

(d) ERC shall as soon as practicable, and in any event, within 24 hours, notify ROCK and MAS (orally at first and then in writing, in each case within 24 hours) if it receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a ERC Acquisition Proposal or any request received by ERC or any of its Subsidiaries or their Representatives for non-public information relating to, or for access to the properties, books or records of, ERC or any of its Subsidiaries by any person that informs ERC or any of its Subsidiaries or their Representatives that it is considering making a ERC Acquisition Proposal, of such ERC Acquisition Proposal, inquiry, proposal, request or offer, including the identity of the Person making such ERC Acquisition Proposal, inquiry, proposal, request or offer and the material terms and conditions thereof and copies of all material or substantive documents received in respect of, from or on behalf of any such Person. ERC shall keep ROCK and MAS fully informed of the status of substantive developments and substantive discussions and negotiations with respect to such ERC Acquisition Proposal, inquiry, proposal, request or offer, including any material changes, modifications or other amendments thereto.
(e) If at any time following the date of this Agreement and prior to the approval of the ERC Resolutions by the ERC Shareholders having been obtained, ERC receives an unsolicited bona fide written ERC Acquisition Proposal that did not result from a breach of this Section 8.08 (and which has not been withdrawn) and the ERC Board determines, in good faith after consultation with its outside financial and legal advisors, that such ERC Acquisition Proposal constitutes or would reasonably be expected to constitute a ERC Superior Proposal (disregarding, for the purposes of such determination, any due diligence or access condition to which such ERC Acquisition Proposal is subject), then, and only in such case, ERC may provide the Person making such ERC Acquisition Proposal with, or access to, for a period of no more than two weeks, information regarding ERC or any of its Subsidiaries, but only to the extent that ROCK and MAS had previously been, or are concurrently, provided with, or access to, the same information, if, and only if:
(i) ERC has entered into a confidentiality and standstill agreement with such Person on customary terms (including a 12-month standstill); and
(ii) ERC has been, and continues to be, in compliance with this Section 8.08.
(f) If ERC receives an ERC Acquisition Proposal that constitutes an ERC Superior Proposal prior to the approval of the ERC Resolutions by the ERC Shareholders, the ERC Board may authorize ERC to enter into a definitive agreement with respect to such ERC Superior Proposal if, and only if all of the following are satisfied:
(i) the ERC Board determines in good faith that the ERC Acquisition Proposal constitutes a ERC Superior Proposal;
(ii) the approval of the ERC Resolutions by the ERC Shareholders has not been obtained;
(iii) ERC has been, and continues to be, in compliance with this Section 8.08;
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(iv) ERC has forthwith provided ROCK and MAS with a notice in writing that there is a ERC Superior Proposal together with all documentation related to and detailing the ERC Superior Proposal, including a copy of any proposed agreement relating to such ERC Acquisition Proposal and, if applicable, a written notice from the ERC Board regarding the value or range of values in financial terms that the ERC Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered in the ERC Superior Proposal;
(v) five Business Days (the “ ERC Response Period ”) shall have elapsed from the date ROCK and MAS received the notice and documentation referred to in Section 8.08(f)(iv) from ERC;
(vi) if ROCK and MAS have jointly proposed to amend the terms of the Transaction in accordance with Section 8.08(g), the ERC Board shall have determined, in good faith, after consultation with its outside financial and legal advisors, that the ERC Acquisition Proposal is a ERC Superior Proposal compared to the proposed amendment to the terms of the Transaction by ROCK and MAS; and
(vii) ERC concurrently terminates this Agreement pursuant to Section 10.02(a)(iii)(C).
(g) ERC acknowledges and agrees that, during the ERC Response Period or such longer period as ERC may approve for such purpose, ROCK and MAS shall jointly have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The ERC Board will review any such proposal to determine in good faith and after consultation with its outside legal counsel and financial advisors, whether ROCK’s and MAS’s joint proposal to amend the Agreement would result in the ERC Acquisition Proposal ceasing to be a ERC Superior Proposal. If the ERC Board determines that the ERC Acquisition Proposal is not a ERC Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly advise ROCK and MAS and negotiate in good faith with ROCK and MAS an amended agreement reflecting such proposed amendments. Each successive modification of any ERC Acquisition Proposal shall constitute a new ERC Acquisition Proposal for the purposes of this Section 8.08 and ROCK and MAS shall be afforded a new ERC Response Period in respect of each such ERC Acquisition Proposal from the date on which ROCK and MAS received the notice and documentation referred to in Section 8.08(f)(iv) in respect of such new ERC Superior Proposal from ERC.
(h) In circumstances where ERC provides ROCK and MAS with notice of a ERC Superior Proposal and all documentation contemplated by Section 8.08(f)(iv) on a date that is less than seven Business Days prior to the ERC Meeting, ERC may, or if and as requested by ROCK or MAS, ERC shall, either proceed with or postpone the ERC Meeting to a date that is not more than seven Business Days after the scheduled date of such ERC Meeting, as directed by ROCK or MAS, provided, however, that the ERC Meeting shall not be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date.
(i) Without limiting the generality of the foregoing, ERC shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Section 8.08 and any violation of the restrictions set forth in this Section 8.08 by ERC, its Subsidiaries or Representatives is deemed to be a breach of this Section 8.08 by ERC.
(j) Nothing in this Agreement shall prohibit ERC or the ERC Board from complying with National Instrument 62-104 — Take-over Bids and Issuer Bids and similar provisions
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under Applicable Laws relating to the provision of directors' circulars and making appropriate disclosure with respect thereto to ERC Securityholders; provided, however, that this Section 8.08(j) shall not be deemed to permit the ERC Board to make a ERC Change in Recommendation except to the extent otherwise permitted by this Agreement.

Section 8.09 MAS No Solicitation of Other Bids

(a) Except as otherwise expressly provided in this Section 8.09, MAS shall not, and cause its Subsidiaries and their respective Representatives not to:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing confidential information or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement pursuant to Section 8.09(e))) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a MAS Acquisition Proposal;
(ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than ERC and ROCK and their respective Affiliates, acting jointly) in respect of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to a MAS Acquisition Proposal, it being acknowledged and agreed that, provided MAS is then in compliance with its obligations under this Section 8.09, MAS may (A) provide a written response (with a copy to ERC and ROCK) to any Person who submits a MAS Acquisition Proposal for the sole purpose of clarifying the express terms and conditions of such MAS Acquisition Proposal, (B) advise a Person who has submitted a written MAS Acquisition Proposal of the restrictions of this Agreement, and (C) advise any Person making a MAS Acquisition Proposal that MAS has determined that such MAS Acquisition Proposal does not constitute a MAS Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person;
(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any MAS Acquisition Proposal (other than a confidentiality agreement pursuant to Section 8.09(e)) (it being understood that publicly taking no position or a neutral position with respect to a publicly disclosed or publicly announced MAS Acquisition Proposal for a period of no more than three Business Days following the public announcement of such MAS Acquisition Proposal will not be considered to be in violation of this Section 8.07 provided the MAS Board has rejected such MAS Acquisition Proposal and publicly affirmed the MAS Board Recommendation before the end of such three Business Day period; or in the event that the MAS Meeting is scheduled to occur within such three Business Day period, prior to the second Business Day prior to the date of the MAS Meeting), and further provided that MAS shall provide ERC and ROCK and their respective outside legal counsel with a reasonable opportunity to review the form and content of any such public announcement and shall make all reasonable amendments to such public announcement as requested by ERC and ROCK and their respective counsel);
(iv) (i) fail to make, or withhold, withdraw, amend, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the MAS Board
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Recommendation, or (ii) make, or permit any Representative of MAS or any of its Subsidiaries to make, any public statement in connection with the MAS Meeting by or on behalf of the MAS Board that would reasonably be expected to have the same effect, or (iii) or fail to publicly reaffirm (without qualification) the MAS Board Recommendation, or its recommendation of the Transaction within three Business Days (and in any case prior to the MAS Meeting) after having been requested in writing by ERC or ROCK to do so (acting reasonably), or (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any MAS Acquisition Proposal (each, a “ MAS Change in Recommendation ”); or

(v) make any public announcement, or take any other action, inconsistent with, or that would reasonably be likely to be regarded as detracting from, the approval, recommendation or declaration of advisability of the MAS Board of the transactions contemplated hereby.
(b) MAS shall, and shall cause its Subsidiaries and Representatives to, immediately cease any existing solicitation, discussions, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than ERC and ROCK and their respective Affiliates, acting jointly) conducted by MAS or any of its Affiliates or Representatives with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, a MAS Acquisition Proposal, and, in connection therewith, MAS will discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, and use its commercially reasonable efforts to exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding MAS and its Subsidiaries previously provided in connection therewith to any Person other than ERC or ROCK to the extent such information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled.
(c) MAS represents and warrants as of the date of this Agreement that neither MAS nor any of its Subsidiaries have waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which MAS or any of its Subsidiaries are a Party, except to permit submissions of expressions of interest prior to the date of this Agreement, and MAS represents and warrants that all such standstill, confidentiality, nondisclosure, business purpose, use or similar agreement or restriction to which MAS or any of its Subsidiaries are a Party shall, if applicable and in accordance with their terms, remain enforceable. MAS covenants and agrees that (i) it shall enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which MAS or any of its Subsidiaries are a party, and (ii) neither MAS nor any of its Subsidiaries nor any of their respective Representatives has released or will, without the prior written consent of ERC and ROCK (which may be unreasonably withheld, conditioned or delayed), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting MAS, or any of the Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which MAS or any of its Subsidiaries are a party.
(d) MAS shall as soon as practicable, and in any event, within 24 hours, notify ERC and ROCK (orally at first and then in writing, in each case within 24 hours) if it receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would
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reasonably be expected to constitute or lead to a MAS Acquisition Proposal or any request received by MAS or any of its Subsidiaries or their Representatives for non-public information relating to, or for access to the properties, books or records of, MAS or any of its Subsidiaries by any person that informs MAS or any of its Subsidiaries or their Representatives that it is considering making a MAS Acquisition Proposal, of such MAS Acquisition Proposal, inquiry, proposal, request or offer, including the identity of the Person making such MAS Acquisition Proposal, inquiry, proposal, request or offer and the material terms and conditions thereof and copies of all material or substantive documents received in respect of, from or on behalf of any such Person. MAS shall keep ERC and ROCK fully informed of the status of substantive developments and substantive discussions and negotiations with respect to such MAS Acquisition Proposal, inquiry, proposal, request or offer, including any material changes, modifications or other amendments thereto.

(e) If at any time following the date of this Agreement and prior to the approval of MAS Arrangement by the MAS Shareholders having been obtained, MAS receives an unsolicited bona fide written MAS Acquisition Proposal that did not result from a breach of this Section 8.09 (and which has not been withdrawn) and the MAS Board determines, in good faith after consultation with its outside financial and legal advisors, that such ROCK Acquisition Proposal constitutes or would reasonably be expected to constitute a ROCK Superior Proposal (disregarding, for the purposes of such determination, any due diligence or access condition to which such ROCK Acquisition Proposal is subject), then, and only in such case, MAS may provide the Person making such ROCK Acquisition Proposal with, or access to, for a period of no more than two weeks, information regarding MAS or any of its Subsidiaries, but only to the extent that ERC and ROCK had previously been, or are concurrently, provided with, or access to, the same information, if, and only if:
(i) MAS has entered into a confidentiality and standstill agreement with such Person on customary terms (including a 12-month standstill); and
(ii) MAS has been, and continues to be, in compliance with this Section 8.09.
(f) If MAS receives a MAS Acquisition Proposal that constitutes a MAS Superior Proposal prior to the approval of the MAS Arrangement Resolution by the MAS Shareholders, the MAS Board may authorize MAS to enter into a definitive agreement with respect to such MAS Superior Proposal if, and only if all of the following are satisfied:
(i) the MAS Board determines in good faith that the MAS Acquisition Proposal constitutes a MAS Superior Proposal;
(ii) the approval of the MAS Arrangement Resolutions by the MAS Shareholders has not been obtained;
(iii) MAS has been, and continues to be, in compliance with this Section 8.09;
(iv) MAS has forthwith provided ERC and ROCK with a notice in writing that there is a MAS Superior Proposal together with all documentation related to and detailing the MAS Superior Proposal, including a copy of any proposed agreement relating to such MAS Acquisition Proposal and, if applicable, a written notice from the MAS Board regarding the value or range of values in financial terms that the MAS Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered in the MAS Superior Proposal;
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(v) five Business Days (the “ MAS Response Period ”) shall have elapsed from the date ERC and ROCK received the notice and documentation referred to in Section 8.09(f)(iv) from MAS;
(vi) if ERC and ROCK have jointly proposed to amend the terms of the Transaction in accordance with Section 8.09(g), the MAS Board shall have determined, in good faith, after consultation with its outside financial and legal advisors, that the MAS Acquisition Proposal is a MAS Superior Proposal compared to the proposed amendment to the terms of the Transaction by ERC and ROCK; and
(vii) MAS concurrently terminates this Agreement pursuant to Section 10.02(a)(v)(C).
(g) MAS acknowledges and agrees that, during the MAS Response Period or such longer period as MAS may approve for such purpose, ERC and ROCK shall jointly have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The MAS Board will review any such proposal to determine in good faith and after consultation with its outside legal counsel and financial advisors, whether ERC’s and ROCK’s joint proposal to amend the Agreement would result in the MAS Acquisition Proposal ceasing to be a MAS Superior Proposal. If the MAS Board determines that the MAS Acquisition Proposal is not a MAS Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly advise ERC and ROCK and negotiate in good faith with ERC and ROCK an amended agreement reflecting such proposed amendments. Each successive modification of any MAS Acquisition Proposal shall constitute a new MAS Acquisition Proposal for the purposes of this Section 8.09 and ERC and ROCK shall be afforded a new MAS Response Period in respect of each such MAS Acquisition Proposal from the date on which ERC and ROCK received the notice and documentation referred to in Section 8.09(f)(iv) in respect of such new MAS Superior Proposal from MAS.
(h) In circumstances where MAS provides ERC and ROCK with notice of a MAS Superior Proposal and all documentation contemplated by Section 8.09(f)(iv) on a date that is less than seven Business Days prior to the MAS Meeting, MAS may, or if and as requested by ERC or ROCK, MAS shall, either proceed with or postpone MAS Meeting to a date that is not more than seven Business Days after the scheduled date of such MAS Meeting, as directed by ERC or ROCK, provided, however, that the MAS Meeting shall not be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date.
(i) Without limiting the generality of the foregoing, MAS shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Section 8.09 and any violation of the restrictions set forth in this Section 8.09 by MAS, its Subsidiaries or Representatives is deemed to be a breach of this Section 8.09 by MAS.
(j) Nothing in this Agreement shall prohibit MAS or the MAS Board from complying with National Instrument 62-104 — Take-over Bids and Issuer Bids and similar provisions under Applicable Laws relating to the provision of directors' circulars and making appropriate disclosure with respect thereto to MAS Securityholders; provided, however, that this Section 8.09(j) shall not be deemed to permit the ROCK Board to make a ROCK Change in Recommendation except to the extent otherwise permitted by this Agreement.
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Section 8.10 Notice of Certain Events

(a) From the date hereof until the Effective Time, ROCK shall promptly notify ERC and MAS in writing of any:
(i) fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to ROCK and its Subsidiaries, taken as a whole, or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.01, Section 9.02 and Section 9.04 to be satisfied;
(ii) notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(iii) material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or otherwise in connection with its Business; and
(iv) Actions commenced or, to ROCK’s Knowledge, threatened against, relating to or involving or otherwise affecting ROCK or its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed under Section 5.16 of Schedule V or that relates to the consummation of the transactions contemplated by this Agreement.
(b) ERC’s or MAS’s receipt of information under Section 8.10(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by ROCK in this Agreement and shall not be deemed to amend or supplement the ROCK Disclosure Letter.
(c) From the date hereof until the Effective Time, ERC shall promptly notify ROCK and MAS in writing of any:
(i) fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to ERC and its Subsidiaries, taken as a whole, or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.01, Section 9.03 and Section 9.04 to be satisfied;
(ii) notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(iii) material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or otherwise in connection with its Business; and
(iv) Actions commenced or, to ERC’s Knowledge, threatened against, relating to or involving or otherwise affecting ERC that, if pending on the date of this Agreement, would have been required to have been disclosed under Section 4.16
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of Schedule IV or that relates to the consummation of the transactions contemplated by this Agreement.

(d) ROCK’s or MAS’s receipt of information under Section 8.10(c) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by ERC in this Agreement and shall not be deemed to amend or supplement the ERC Disclosure Letter.
(e) From the date hereof until the Effective Time, MAS shall promptly notify ERC and ROCK in writing of any:
(i) fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to MAS and its Subsidiaries, taken as a whole, or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.01, Section 9.02, and Section 9.03 to be satisfied;
(ii) notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(iii) material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or otherwise in connection with its Business; and
(iv) Actions commenced or, to MAS’s Knowledge, threatened against, relating to or involving or otherwise affecting MAS or its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed under Section 6.16 of Schedule VI or that relates to the consummation of the transactions contemplated by this Agreement.
(f) ERC’s or ROCK’s receipt of information under Section 8.10(e) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by ROCK in this Agreement and shall not be deemed to amend or supplement the ROCK Disclosure Letter.

Section 8.11 Personal Information Privacy

Each Party shall, at all times, comply with all Applicable Laws governing the protection of Personal Information with respect to Personal Information disclosed or otherwise provided to each other or each others’ Subsidiaries under this Agreement. Each Party shall only collect, use or disclose such Personal Information for the purposes of investigating the other Parties and their respective Business as contemplated in this Agreement and completing the transactions contemplated in this Agreement. Each Party shall safeguard all Personal Information collected from the other Parties or their respective Subsidiaries in a manner consistent with the degree of sensitivity of the Personal Information and maintain, at all times, the security and integrity of the Personal Information. Each Party shall not make copies of the Personal Information or any excerpts thereof or in any way recreate the substance or contents of the Personal Information if the Transaction is not completed for any reason and shall return all Personal Information to the other applicable Party or, at the other applicable Party’s request and cost, destroy such Personal Information.

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Section 8.12 Confidentiality

(a) Each Party hereto agrees that it shall keep strictly confidential and shall not disclose, copy, reproduce or distribute, or cause or permit to be disclosed, copied, reproduced or distributed any information concerning the other Parties hereto (each a “ Disclosing Party ”), their business, operations, assets and liabilities, that was obtained from the Disclosing Party (or such Disclosing Party’s Representatives) (the “ Confidential Information ”) to anyone except (i) the receiving party and its Representatives (the “ Recipient ”) to whom disclosure is reasonably necessary for the purposes of or in connection with the transactions contemplated herein, and who have agreed to be bound by the terms of this Agreement, or (ii) as otherwise consented to in writing by Disclosing Party. Each Recipient shall use its best efforts to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used or obtained by any person or entity except in accordance with the terms of this Agreement.
(b) Prior to the Effective Date, each Recipient and its Representatives shall not use or cause to be used any Confidential Information for any purpose other than in connection with evaluating, negotiating or advising in connection with the transactions contemplated herein, and at no time shall a Recipient or its Representatives otherwise use or cause to be used any Confidential Information for the benefit of itself or any other third party or in any manner adverse to, or to the detriment of, the Disclosing Party or its shareholders.
(c) Each Recipient shall instruct its Representatives to whom it makes disclosure that the disclosure is made in confidence and shall be kept in confidence and used only in accordance with this Agreement. The Recipient is liable for any breach of the obligations under this Agreement committed by its Representatives.
(d) Notwithstanding the foregoing,
(i) the obligations of the Recipient under this Section 8.12 shall not apply to any information that (A) is publicly available or becomes publicly available through no action or fault of the Recipient, (B) was already in the Recipient’s possession or known to Recipient prior to being disclosed or provided to the Recipient by or on behalf of the Disclosing Party, provided that the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect thereto, (C) is obtained by the Recipient from a third party, provided, that, such third party has the lawful right to disclose the Confidential Information, or (D) is independently developed by the Recipient without reference to the Confidential Information; and
(ii) a Recipient may disclose Confidential Information if and to the extent legally required or compelled to do so by Applicable Law or in any governmental, administrative or judicial process (the “ Compelled Disclosure ”). The Recipient shall provide the Disclosing Party with prompt written notice of any request or requirement for Compelled Disclosure and shall co-operate with the Disclosing Party as the latter may reasonably and lawfully request with respect to the form, timing and nature of any Compelled Disclosure or seeking a protective order or other appropriate remedy. The Recipient may disclose only such Confidential Information as is specifically required or compelled to be disclosed and shall continue to use his or its best efforts to preserve the confidentiality of the Confidential Information.
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(e) Upon the termination or rescission of this Agreement, each Recipient will promptly, if requested to do so by the Disclosing Party, return to the Disclosing Party or destroy all Confidential Information (including notes, writings and other material developed therefrom by Recipient) and all copies thereof and retain none for its files. The requirements of confidentiality set forth herein shall survive the return or destruction of such Confidential Information.
(f) Each Recipient hereby agrees that its failure or threat of failure to perform any obligation or duty which it has agreed to perform under this Agreement may cause irreparable harm to the Disclosing Party, which harm cannot be adequately compensated for by monetary damages. It is further agreed by each Recipient that an order of specific performance, injunctive relief or other equitable relief (or any combination thereof) against the Recipient in the event of a breach or default, or the threat of a breach or default, under the terms of this Agreement would be equitable and would not work a hardship on the Recipient and accordingly, in such event the Disclosing Party, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right to commence an Action against the Recipient either to compel specific performance by, or to obtain injunctive relief or other equitable relief (or any combination thereof) against, the Recipient, with respect to any such event.
(g) Each Recipient acknowledges that the Recipient is aware, and shall advise its Representatives, that Securities Laws prohibit any Person who has received material nonpublic information from an issuer from purchasing or selling securities of such issuer or from communicating such information to any other Person.

Section 8.13 Covenants Relating to the Consideration Shares

ERC shall apply for and use commercially reasonable efforts to obtain conditional approval for the listing for trading on the TSXV, by the Effective Time of the Consideration Shares issuable pursuant to the Transaction, the ERC Shares issuable upon exercise of the New ERC Options, ROCK Warrants and MAS Warrants, together with any other ERC Shares to be issued in connection with the Transaction as provided for under the ERC Disclosure Letter, subject to the satisfaction of customary conditions. Each of ROCK and MAS shall use commercially reasonable efforts to cooperate with ERC in connection with the foregoing, including by providing information reasonably requested by ERC in connection therewith.

Section 8.14 Governance Matters

(a) On the Effective Date, and concurrent with Closing, ERC covenants and agrees to use its reasonable commercial efforts to:
(i) cause each of its directors to resign effective as of the Closing (unless otherwise agreed to by the Parties) and to deliver such resignations to ERC at the Closing, all in a form acceptable to the Parties, each acting reasonably, and reconstitute the ERC Board to be comprised of five (5) directors as follows (unless otherwise agreed to in writing by the Parties):
- (A) three (3) nominees of ROCK (being Jordan Trimble, Jonathan Wiesblatt and Joseph Gallucci);
- (B) one (1) nominee of ERC (being Ross McElroy); and
- (C) one (1) nominee of MAS (being Tim Termuende)
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provided that, any Party may change one or more of their nominees named above prior to the mailing of the Circular with the prior written consent of the other two Parties, acting reasonably,

(ii) cause each of its officers to resign effective as of the Closing (unless otherwise agreed to by the Parties) and appoint certain individuals to serve as officers, employees, advisors or consultants of ERC, as set forth in Section 8.14(a)(ii) of the ERC Disclosure Letter.
(b) ROCK covenants and agrees to use its reasonable commercial efforts to cause each of its directors to resign effective as of the Closing (unless otherwise agreed to by the Parties) and to deliver such resignations to ERC and MAS at the Closing, all in a form acceptable to the Parties, each acting reasonably.
(c) MAS covenants and agrees to use its reasonable commercial efforts to cause each of its directors to resign effective as of the Closing (unless otherwise agreed to by the Parties) and to deliver such resignations to ERC and ROCK at the Closing, all in a form acceptable to the Parties, each acting reasonably.

Section 8.15 Closing Conditions

During the Interim Period, each Party hereto shall use its commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article IX.

Section 8.16 Public Announcements and Filings

The Parties agree to issue a joint press release with respect to this Agreement as soon as practicable after its due execution, the text and timing of such announcement to be approved by the Parties in advance, acting reasonably and without delay, and subject to prior approval of the TSXV and applicable Securities Authorities, as applicable. The Parties agree to cooperate in the preparation of presentations, if any, to the ERC Shareholders, ROCK Shareholders or MAS Shareholders regarding the transactions contemplated by this Agreement. Subject to the following sentence, each Party shall: (a) not issue any press release or otherwise make public statements with respect to this Agreement or the Transaction without the consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed; and (b) not make any filing with any Governmental Authority or with the TSXV with respect to this Agreement or the Transaction without the consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party shall enable the other Parties to review and comment on all such press releases prior to the release thereof and shall enable the other Parties to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing); provided , that the foregoing shall be subject to Section 2.07 and each Party’s overriding obligation to make any disclosure or filing required under Applicable Laws, including stock exchange requirements, and if such disclosure or filing is required and the other Parties have not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use commercially reasonable efforts to give prior oral or written notice to the other Parties, and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent any Party from: (a) making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders; or (b) making any public disclosure (including by way of social media, interviews or otherwise), in each case so long as the content of such statements and announcements are consistent with and limited in all material respects to the content contained in the most recent press releases, public disclosures or public statements made by the Parties. Notwithstanding the foregoing, the provisions of this Section 8.16 related to the approval or contents of filings with Governmental Authorities will not apply to matters specifically governed by other provisions in this Agreement. The restrictions set

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forth in this Section 8.16 shall not apply to any release or public statement in connection with any dispute regarding this Agreement or the transactions contemplated hereby.

Section 8.17 Consolidation

On the Effective Date following the completion of the ROCK Arrangement and the MAS Arrangement, or as soon as reasonably practicable thereafter, ERC covenants and agrees to file articles of amendment under the BCBCA and to otherwise execute such other documents and instruments, effect such other filings, and take such other action as may be necessary to complete the Consolidation. For greater certainty, the Consolidation shall occur immediately following the issuance of the Consideration Shares by ERC pursuant to the ROCK Arrangement and the MAS Arrangement.

Section 8.18 Subsequent Offering

As soon as reasonably practical following the Effective Time and the completion of the Consolidation, ERC covenants and agrees to use its commercially reasonable efforts to complete the Subsequent Offering.

Section 8.19 Further Assurances

Following the Effective Time, each of the Parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 8.20 Tax Filings

Eligible ROCK Shareholders and eligible MAS Shareholders in respect of the disposition of their ROCK Shares and MAS Shares, respectively, in accordance with the ROCK Plan of Arrangement and the MAS Plan of Arrangement, as applicable, shall be entitled to make a joint election pursuant to Section 85 of the Tax Act (or any similar provision of any provincial tax legislation) in accordance with the procedures and within the time limits set out therein. The agreed amount under such joint elections shall be determined by each eligible ROCK Shareholder and each eligible MAS Shareholder in his or her sole discretion within the limits set out in the Tax Act.

ARTICLE IX CONDITIONS TO CLOSING

Section 9.01 Mutual Conditions Precedent

The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver upon written agreement of the Parties, at or before the Effective Time, of each of the following conditions:

(a) The Required Approvals shall have been obtained and shall have not been rescinded.
(b) The Transaction Resolutions shall have been approved and adopted at the ERC Meeting, ROCK Meeting and MAS Meeting, as applicable.
(c) The Final Order in respect of the ROCK Arrangement and the Final Order in respect of the MAS Arrangement shall have been obtained on terms acceptable to the Parties, each acting reasonably.
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(d) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following the completion thereof.
(e) No Action shall have been commenced against the Parties that would prevent the Closing and no injunction or restraining order shall have been issued by any Governmental Authority and be in effect, which restrains or prohibits any transaction contemplated hereby.
(f) ERC shall have received approval from the TSXV in respect of the listing of the (i) ERC Shares comprising the Consideration Shares, (ii) the ERC Shares issuable on the exercise of the New ERC Options granted pursuant to Sections 2.06(1) and 2.06(2), the ROCK Plan of Arrangement and the MAS Plan of Arrangement, (iii) the ERC Shares issuable on the exercise of the ROCK Warrants as provided for pursuant to Section 2.06(3); (iv) the ERC Shares issuable on the exercise of the MAS Warrants as provided for pursuant to Section 2.06(4); and (v) any other ERC Shares to be issued in connection with the Transaction.
(g) ERC shall have delivered to the other Parties all resignations of its directors, effective as of the Closing, that are required to create vacancies on the ERC Board that enable Section 8.14(a) to be implemented, all in a form acceptable to the Parties, each acting reasonably.
(h) ROCK shall have delivered to the other Parties resignations of each of its directors (unless otherwise agreed to by the Parties), effective as of the Closing, all in a form acceptable to the Parties, each acting reasonably.
(i) MAS shall have delivered to the other Parties resignations of each of its directors (unless otherwise agreed to by the Parties), effective as of the Closing, all in a form acceptable to the Parties, each acting reasonably.
(j) (i) the percentage of the issued and outstanding ROCK Shares for which ROCK Dissent Rights have been duly exercised and not withdrawn, shall not be more than 5%, and (ii) the percentage of the issued and outstanding MAS Shares for which MAS Dissent Rights have been exercised and not withdrawn, shall not be more than 5%; provided that this condition may be waived in writing by the Parties.
(k) The ERC Note Conversion will have been completed.
(l) Immediately prior to the Effective Time, ERC shall have a minimum ERC Net Working Capital of $1,000,000 and ERC shall have delivered evidence of same to the other Parties.
(m) The liabilities of ERC set forth in Section 9.01(l) of the ERC Disclosure Letter shall be retired or refinanced to the satisfaction of the other Parties, acting reasonably.

Section 9.02 Conditions Precedent to Obligations of ERC

The obligations of ERC to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or ERC’s waiver, at or before the Effective Time, of each of the following conditions:

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(a) Other than the representations and warranties of (i) ROCK set out in Section 5.01, Section 5.02, Section 5.03, Section 5.04 and Section 5.24 of Schedule V, and (ii) MAS set out in Section 6.01, Section 6.02, Section 6.03, Section 6.04 and Section 6.24 of Schedule VI, the representations and warranties of each of ROCK and MAS set out in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Effective Time with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of (i) ROCK set out in Section 5.01, Section 5.02, Section 5.03, Section 5.04 and Section 5.24 of Schedule V, and (ii) MAS set out in Section 6.01, Section 6.02, Section 6.03, Section 6.04 and Section 6.24 of Schedule VI, shall be true and correct in all respects on and as of the date hereof and on and as of the Effective Time with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
(b) Each of ROCK and MAS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it before or on the Effective Time; provided that , with respect to agreements, covenants and conditions that are qualified by materiality, each of ROCK and MAS shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) All approvals, consents and waivers that are listed in Section 5.04 of the ROCK Disclosure Letter and in Section 6.04 of the MAS Disclosure Letter shall have been received, and executed counterparts thereof shall have been delivered to ERC, at or before the Effective Time.
(d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to either ROCK or MAS, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect with respect to ROCK or MAS.
(e) ERC shall have received a certificate, dated the Effective Date and signed by a duly authorized officer of (i) ROCK, that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) pertaining to ROCK has been satisfied and (ii) MAS, that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) pertaining to MAS has been satisfied.

Section 9.03 Conditions to Obligations of ROCK

The obligations of ROCK to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or ROCK’s waiver, at or before the Effective Time, of each of the following conditions:

(a) Other than the representations and warranties of (i) ERC set out in Section 4.01, Section 4.02, Section 4.03, Section 4.04, and Section 4.25 of Schedule IV, and (ii) MAS set out in Section 6.01, Section 6.02, Section 6.03, Section 6.04, and Section 6.24 of Schedule VI, the representations and warranties of ERC and MAS set out in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and
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correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Effective Time with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of (i) ERC set out in Section 4.01, Section 4.02, Section 4.03, Section 4.04, and Section 4.25 of Schedule IV, and (ii) MAS set out in Section 6.01, Section 6.02, Section 6.03, Section 6.04, and Section 6.24 of Schedule VI, shall be true and correct in all respects on and as of the date hereof and on and as of the Effective Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b) Each of ERC and MAS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it before or on the Effective Time; provided that , with respect to agreements, covenants and conditions that are qualified by materiality, each of ERC and MAS shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) All approvals, consents and waivers that are listed in Section 4.04 of the ERC Disclosure Letter and in Section 6.04 of the MAS Disclosure Letter shall have been received, and executed counterparts thereof shall have been delivered to ROCK, at or before the Effective Time.
(d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to ERC or MAS, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect with respect to ERC or MAS.
(e) ROCK shall have received a certificate, dated the Effective Date and signed by a duly authorized officer of (i) ERC, that each of the conditions set forth in Section 9.03(a) and Section 9.03(b) pertaining to ERC has been satisfied and (i) MAS, that each of the conditions set forth in Section 9.03(a) and Section 9.03(b) pertaining to MAS has been satisfied.

Section 9.04 Conditions to Obligations of MAS

The obligations of MAS to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or ROCK’s waiver, at or before the Effective Time, of each of the following conditions:

(a) Other than the representations and warranties of (i) ERC set out in Section 4.01, Section 4.02, Section 4.03, Section 4.04, and Section 4.25 of Schedule IV, and (ii) ROCK set out in Section 5.01, Section 5.02, Section 5.03, Section 5.04, and Section 5.24 of Schedule V, the representations and warranties of ERC and ROCK set out in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Effective Time with the same effect as though made at and as of such date (except those representations and warranties that address
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matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of (i) Section 4.01, Section 4.02, Section 4.03, Section 4.04, and Section 4.25 of Schedule IV, and (ii) ROCK set out in Section 5.01, Section 5.02, Section 5.03, Section 5.04, and Section 5.24 of Schedule V, shall be true and correct in all respects on and as of the date hereof and on and as of the Effective Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b) Each of ERC and ROCK shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it before or on the Effective Time; provided that , with respect to agreements, covenants and conditions that are qualified by materiality, each of ERC and ROCK shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) All approvals, consents and waivers that are listed in Section 4.04 of the ERC Disclosure Letter and in Section 5.04 of the ROCK Disclosure Letter shall have been received, and executed counterparts thereof shall have been delivered to ROCK, at or before the Effective Time.
(d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to ERC or ROCK, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect with respect to ERC or ROCK.
(e) MAS shall have received a certificate, dated the Effective Date and signed by a duly authorized officer of (i) ERC, that each of the conditions set forth in Section 9.04(a) and Section 9.04(b) pertaining to ERC has been satisfied and (i) ROCK, that each of the conditions set forth in Section 9.04(a) and Section 9.04(b) pertaining to ROCK has been satisfied.

Section 9.05 Frustration of Conditions

No Party may rely on the failure of any condition set forth in Section 9.01, Section 9.02, Section 9.03, or Section 9.04, as applicable, to be satisfied if such failure was caused by such Party’s breach in any material respect of any provision of this Agreement.

ARTICLE X TERMINATION

Section 10.01 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Section 10.02 Termination

(a) This Agreement may be terminated at any time prior to the Effective Time (notwithstanding the approval of any or all of the Transaction Resolutions):
(i) by mutual written agreement of the Parties;
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(ii) by any Party if:
(A) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 10.02(a)(ii)(A) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been a primary cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date; or
(B) after the date hereof, there shall be enacted or made any Applicable Laws or Governmental Order that remains in effect and that makes consummation of the Transaction illegal or otherwise prohibits or enjoins any Party from consummating the Transaction and such Applicable Laws, Governmental Order or enjoinment shall have become final and nonappealable; provided that a Party may not terminate this Agreement pursuant to this Section 10.02(a)(ii)(B) if the enactment or making of such Applicable Laws or Governmental Order was primarily caused by, or is a result of, the failure of such Party to perform any of its obligations or a breach by such Party of any of its representations and warranties under this Agreement; or
(C) any one of the ERC Resolutions, ROCK Arrangement Resolution or MAS Arrangement Resolution is not approved by, as applicable, the ERC Shareholders at the ERC Meeting or the ROCK Shareholders at the ROCK Meeting or the MAS Shareholders at the MAS Meeting, except that the right to terminate this Agreement under this Section 10.02(a)(ii)(C) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its covenants under this Agreement has been a primary cause of, or resulted in, the failure to receive such approval of the ERC Resolutions, ROCK Arrangement Resolution or MAS Arrangement Resolution, as applicable.
(iii) by ERC, if:
(A) prior to the approval of all of the Transaction Resolutions, (A) a ROCK Change in Recommendation occurs, (B) the ROCK Board authorizes ROCK to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.07(e)) with respect to a ROCK Superior Proposal in accordance with Section 8.07, or (C) ROCK shall have breached Section 8.07 in any material respect; or
(B) prior to the approval of all of the Transaction Resolutions, (A) a MAS Change in Recommendation occurs, (B) MAS Board authorizes MAS to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.09(e)) with respect to a MAS Superior Proposal in accordance with Section 8.09, or (C) MAS shall have breached Section 8.09 in any material respect; or
(C) prior to the approval of the ERC Resolutions at the ERC Meeting, the ERC Board authorizes ERC to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.08(e)) with respect to a ERC Superior Proposal in accordance with Section 8.08; or
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(D) a Material Adverse Effect has occurred in respect of either ROCK or MAS, that is incapable of being cured on or prior to the Outside Date; or
(E) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of either ROCK or MAS set forth in this Agreement shall have occurred, which breach or failure to perform: (a) is incapable of being cured by ROCK or MAS, as applicable, on or prior to the Outside Date or otherwise is not cured by the earlier of (x) thirty (30) days following written notice by ERC to ROCK or MAS, as applicable, of such breach, and (y) the Outside Date; and (b) would cause the conditions set forth in Section 9.02(a) or Section 9.02(b) not to be satisfied; provided that ERC is not then in breach of this Agreement and has not failed to perform any covenant or other agreement in this Agreement so as to cause any condition in Section 9.03(a), Section 9.03(b), Section 9.04(a) or Section 9.04(b) not to be satisfied.
(iv) by ROCK, if:
(A) prior to the approval of all of the Transaction Resolutions, (A) a ERC Change in Recommendation occurs, (B) the ERC Board authorizes ERC to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.08(e)) with respect to a ERC Superior Proposal in accordance with Section 8.08, or (C) ERC shall have breached Section 8.08 in any material respect; or
(B) prior to the approval of all of the Transaction Resolutions, (A) a MAS Change in Recommendation occurs, (B) MAS Board authorizes MAS to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.09(e)) with respect to a MAS Superior Proposal in accordance with Section 8.09, or (C) MAS shall have breached Section 8.09 in any material respect; or
(C) prior to the approval of the ROCK Arrangement Resolution at the ROCK Meeting, the ROCK Board authorizes ROCK to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.07(e)) with respect to a ROCK Superior Proposal in accordance with Section 8.07; or
(D) a Material Adverse Effect has occurred in respect of either ERC or MAS, that is incapable of being cured on or prior to the Outside Date; or
(E) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of either ERC or MAS set forth in this Agreement shall have occurred, which breach or failure to perform: (a) is incapable of being cured by ERC or MAS, as applicable, prior to the Outside Date or otherwise is not cured by the earlier of (x) thirty (30) days following written notice by ROCK to ERC and MAS of such breach, and (y) the Outside Date; and (b) would cause the conditions set forth in Section 9.03(a) or Section 9.03(b) not to be satisfied; provided that ROCK is not then in breach of this Agreement and has not failed to perform any covenant or other agreement in this Agreement so as to cause any condition in Section 9.02(a), Section 9.02(b), Section 9.04(a) or Section 9.04(b) not to be satisfied.
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(v) by MAS, if:
- (A) prior to the approval of all of the Transaction Resolutions, (A) a ERC Change in Recommendation occurs, (B) the ERC Board authorizes ERC to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.08(e)) with respect to a ERC Superior Proposal in accordance with Section 8.08, or (C) ERC shall have breached Section 8.08 in any material respect; or
- (B) prior to the approval of all of the Transaction Resolutions, (A) a ROCK Change in Recommendation occurs, (B) the ROCK Board authorizes ROCK to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.07(e)) with respect to a ROCK Superior Proposal in accordance with Section 8.07, or (C) ROCK shall have breached Section 8.07 in any material respect; or
- (C) prior to the approval of the MAS Arrangement Resolution at the MAS Meeting, the MAS Board authorizes MAS to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with Section 8.09(e)) with respect to a MAS Superior Proposal in accordance with Section 8.09; or
- (D) a Material Adverse Effect has occurred in respect of either of ERC or ROCK, that is incapable of being cured on or prior to the Outside Date; or
- (E) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of either ERC or ROCK set forth in this Agreement shall have occurred, which breach or failure to perform: (a) is incapable of being cured by ERC or ROCK, as applicable, prior to the Outside Date or otherwise is not cured by the earlier of (x) thirty (30) days following written notice by MAS to ERC and ROCK of such breach, and (y) the Outside Date; and (b) would cause the conditions set forth in Section 9.04(a) or Section 9.04(b) not to be satisfied; provided that MAS is not then in breach of this Agreement and has not failed to perform any covenant or other agreement in this Agreement so as to cause any condition in Section 9.02(a), Section 9.02(b), Section 9.03(a) or Section 9.03(b) not to be satisfied.
(b) The Party desiring to terminate this Agreement pursuant to this Section 10.02 (other than pursuant to Section 10.02(a)(i)) shall give written notice of such termination to the other Parties, specifying in reasonable detail the basis for such Party’s exercise of its termination right.
(c) If this Agreement is terminated pursuant to Section 10.01 or Section 10.02 this Agreement shall become void and be of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or Representative of such Party) to any other Party hereto, except that: (i) in the event of termination under Section 10.01 as a result of the Closing, occurring, the provisions of this Section 10.02(c), Section 8.06, Section 8.12, Section 8.17, Section 8.18, Article VII, Article XI and all related definitions set forth in Section 1.01 shall survive; (ii) in the event of termination under Section 10.02, the provisions of this Section 10.02, Section 8.06, Section 8.12 and Article XI and all related definitions set forth in Section 1.01 shall survive; and, in either
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case, no Party shall be relieved or released from any liabilities or damages arising out of fraud, criminal acts, or willful breach of any provision of this Agreement.

Section 10.03 Amendment

This Agreement and each of the ROCK Plan of Arrangement and MAS Plan of Arrangement may, at any time and from time to time before or after the holding of the ERC Meeting, ROCK Meeting, or MAS Meeting, whichever occurs the earliest, but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Orders and the Final Orders and Applicable Laws, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and/or
(d) waive compliance with or modify any mutual conditions precedent herein contained.

ARTICLE XI MISCELLANEOUS

Section 11.01 Expenses

Except as otherwise expressly provided herein, all costs and expenses, including fees, disbursements and charges of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Effective Time shall have occurred. Notwithstanding the foregoing, the Parties acknowledge and agree that ERC shall pay ROCK and MAS a non-refundable fee in the aggregate of a minimum of $150,000, or such other amount as the Parties may agree, to cover the expenses incurred by ROCK and MAS in connection with the Transaction (including, but not limited to, the expenses associated with the ROCK Meeting, MAS Meeting, Circular and the Depositary).

Section 11.02 Notices

All notices, requests, consents, Claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.02):

If to ERC:

Eros Resources Corp. 789 West Pender Street, Suite 420 Vancouver, BC V6C 1H2

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Email: [Redacted Confidential Disclosure] Attention: Tom MacNeill

with a copy to:

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

Email: [email protected] Attention: Geoffrey Cher

If to ROCK:

Rockridge Resources Ltd. Suite 1610 – 777 Dunsmuir Street Vancouver, BC V7Y 1K4 Email: [Redacted Confidential Disclosure] Attention: Jonathan Wiesblatt

with a copy to:

AFG Law LLP 1122 Mainland Street, Vancouver, BC V6B 5L1 Email: [email protected] Attention: Nicholas Ayling

If to MAS:

MAS Gold Corp. 3239 Faithfull Avenue, Suite 107 Saskatoon, SK S7K 8H4

Email: [Redacted Confidential Disclosure] Attention: Robert Matthews

with a copy to:

McKercher LLP 374 Third Avenue South, Saskatoon, SK S7K 1M5 Email: [email protected] Attention: John Pringle

Section 11.03 Interpretation

For purposes of this Agreement: (a) the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context

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otherwise requires, references herein: (x) to Articles, Sections, and Disclosure Letters mean the Articles and Sections of, and Disclosure Letters attached to or referred to in, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Disclosure Letters referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with IFRS, unless otherwise provided. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted, but the day of its expiry is counted.

Section 11.04 Headings

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 11.05 Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 11.06 Entire Agreement

This Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement, the Schedules and Disclosure Letters (other than an exception expressly set forth as such in the Disclosure Letters), the statements in the body of this Agreement will control.

Section 11.07 Successors and Assigns

This Agreement shall be binding upon and shall enure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section 11.08 Third-Party Beneficiaries

The provisions of Section 8.06 are: (i) intended for the benefit of all present and former directors and officers of each Party and its respective Subsidiaries, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his or her heirs, executors administrators and other legal representatives (collectively, the “Insured Beneficiaries”) and each Party shall hold the rights and benefits of Section 8.06 in trust for and on behalf of their respective Insured Beneficiaries and each Party hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of their respective Insured Beneficiaries; and (ii) in addition to, and not in substitution for, any other rights that the Insured Beneficiaries may have by contract or otherwise.

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Except as provided in this Section 11.08, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

Section 11.09 Amendment and Modification; Waiver

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 11.10 Governing Law; Forum Selection; Choice of Language

(a) This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
(b) Any Action arising out of or based upon this Agreement or the transactions contemplated hereby or thereby may be brought in the courts of the Province of British Columbia, and each Party irrevocably submits and agrees to attorn to the non-exclusive jurisdiction of that court in any such Action. The Parties irrevocably and unconditionally waive any objection to the venue of any Action or proceeding in that court and irrevocably waive and agree not to plead or claim in that court that such Action has been brought in an inconvenient forum.

Section 11.11 Specific Performance

The Parties agree that irreparable damage would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the Parties.

Section 11.12 No Liability

No director or officer of a Party shall have any personal liability whatsoever to the other Parties under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of such Party.

Section 11.13 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed as of the date first written above.

EROS RESOURCES CORP.

Per: (signed) “Tom MacNeill” Name: Tom MacNeill Title: Chief Executive Officer

Per: (signed) “Jonathan Wiesblatt” Name: Jonathan Wiesblatt Title: Chief Executive Officer

MAS GOLD CORP.

Per: (signed) “Robert Matthews” Name: Robert Matthews Title: Director

SCHEDULE A ERC TRANSACTION RESOLUTION

BE IT RESOLVED THAT:

The issuance by Eros Resources Corp. ( “ ERC ”) of such number of common shares in the capital of ERC as shall be necessary pursuant to the terms of that certain business combination agreement between ERC, MAS Gold Corp. and Rockridge Resources Ltd. dated as of September 30, 2024, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms (the “ Business Combination Agreement ”) and the MAS Plan of Arrangement and ROCK Plan of Arrangement (as such capitalized terms are defined in the Business Combination Agreement), is hereby authorized and approved.
Any one director or officer of ERC be and is hereby authorized and directed for and on behalf of ERC to execute or cause to be executed and to deliver or cause to be delivered, under the corporate seal of ERC or otherwise, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, the Business Combination Agreement and the completion of the Transaction (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement and the matters authorized thereby, including:
(a) all actions required to be taken by or on behalf of ERC, and all necessary filings and obtaining the necessary approvals, consents and acceptances of the appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Business Combination Agreement or otherwise to be entered into by ERC,

such determination, in each case, to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

SCHEDULE B ROCK ARRANGEMENT RESOLUTION

The text of the ROCK Arrangement Resolution which the ROCK Shareholders will be asked to pass at the ROCK Meeting is as follows:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the arrangement (the “ ROCK Arrangement ”) under section 288 of the Business Corporations Act (British Columbia) involving Rockridge Resources Ltd. (“ ROCK ”) and Eros Resources Corp. (“ ERC ”) and securityholders of ROCK, all as more particularly described and set forth in the joint management information circular dated [●], 2024 (the “ Circular ”) of ROCK, ERC and MAS Gold Corp. (“ MAS ”) accompanying the notice of this meeting (as the ROCK Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;
the plan of arrangement (the “ ROCK Plan of Arrangement ”) of ROCK implementing the ROCK Arrangement, the full text of which is set out in Schedule D to the business combination agreement among ROCK, ERC and MAS dated September 30, 2024, as it may be amended modified or supplemented in accordance with its terms (the “ BCA ”), which is attached as Schedule “●” to the Circular, (as the ROCK Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;
the BCA (including the ROCK Plan of Arrangement attached thereto) and all of the transactions contemplated therein, the full text of which is attached as a Schedule “●” to the Circular, the actions of the directors of ROCK in approving the ROCK Arrangement, and the actions of the directors and officers of ROCK in executing and delivering the BCA and any amendments thereto and causing the performance by ROCK of its obligations thereunder, are hereby ratified, authorized and approved;
ROCK be and is hereby authorized to apply for the Final Order (as defined in the BCA) from the Supreme Court of British Columbia (the “ Court ”) to approve the ROCK Arrangement on the terms set forth in the BCA and the ROCK Plan of Arrangement (as they may be or have been amended, modified or supplemented);
notwithstanding that this resolution has been passed (and the ROCK Arrangement approved) by the shareholders of ROCK or that the ROCK Arrangement has been approved by the Court, the directors of ROCK are hereby authorized and empowered, without further notice to, or approval of, the shareholders and securityholders of ROCK to:
(a) amend the BCA or the ROCK Plan of Arrangement to the extent permitted by the BCA or the ROCK Plan of Arrangement; or
(b) subject to the terms of the BCA, not proceed with the ROCK Arrangement;
any director or officer of ROCK is hereby authorized and directed for and on behalf of ROCK to execute, whether under corporate seal of ROCK or otherwise, and to deliver such other documents as are necessary or desirable in accordance with the BCA for filing; and
any one or more directors or officers of ROCK is hereby authorized, for and on behalf and in the name of ROCK, to execute and deliver, whether under corporate seal of ROCK or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and
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instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the BCA and the completion of the ROCK Plan of Arrangement in accordance with the terms of the BCA, including:

(a) all actions required to be taken by or on behalf of ROCK, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the BCA or otherwise to be entered into by ROCK;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE C MAS ARRANGEMENT RESOLUTION

The text of the MAS Arrangement Resolution which the MAS Shareholders will be asked to pass at the MAS Meeting is as follows:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the arrangement (the “ MAS Arrangement ”) under section 288 of the Business Corporations Act (British Columbia) involving MAS Gold Corp. (“ MAS ”) and Eros Resources Corp. (“ ERC ”) and securityholders of MAS, all as more particularly described and set forth in the joint management information circular dated [●], 2024 (the “ Circular ”) of MAS, ERC and Rockridge Resources Ltd. (“ ROCK ”) accompanying the notice of this meeting (as the MAS Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;

the plan of arrangement of MAS (the “ MAS Plan of Arrangement ”) implementing the MAS Arrangement, the full text of which is set out in Schedule E to the business combination agreement among MAS, ERC and ROCK dated September 30, 2024, as it may be amended, modified or supplemented in accordance with its terms (the “ BCA ”), which is attached as Schedule “●” to the Circular, (as the MAS Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;

the BCA (including the MAS Plan of Arrangement attached thereto) and all of the transactions contemplated therein, the full text of which is attached as Schedule “●” to the Circular, the actions of the directors of MAS in approving the MAS Arrangement, and the actions of the directors and officers of MAS in executing and delivering the BCA and any amendments thereto and causing the performance by MAS of its obligations thereunder, are hereby ratified and approved;

MAS be and is hereby authorized to apply for the Final Order (as defined in the BCA) from the Supreme Court of British Columbia (the “ Court ”) to approve the MAS Arrangement on the terms set forth in the BCA and the MAS Plan of Arrangement (as they may be or have been amended, modified or supplemented);

notwithstanding that this resolution has been passed (and the MAS Arrangement approved) by the shareholders of MAS or that the MAS Arrangement has been approved by the Court, the directors of MAS are hereby authorized and empowered, without further notice to, or approval of, the shareholders and securityholders of MAS to:

(a) amend the BCA or the MAS Plan of Arrangement to the extent permitted by the BCA or the MAS Plan of Arrangement; or
(b) subject to the terms of the BCA, not proceed with the MAS Arrangement;

any director or officer of MAS is hereby authorized and directed for and on behalf of MAS to execute, whether under corporate seal of MAS or otherwise, and to deliver such other documents as are necessary or desirable in accordance with the BCA for filing; and

any one or more directors or officers of MAS is hereby authorized, for and on behalf and in the name of MAS, to execute and deliver, whether under corporate seal of MAS or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these

resolutions, the BCA and the completion of the MAS Plan of Arrangement in accordance with the terms of the BCA, including:

(a) all actions required to be taken by or on behalf of MAS, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the BCA or otherwise to be entered into by MAS;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE D ROCK PLAN OF ARRANGEMENT

[Attached.]

SCHEDULE D

ROCK PLAN OF ARRANGEMENT

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

“ affiliate ” shall have the meaning ascribed thereto in the Securities Act (British Columbia);

“ Applicable Laws ” has the meaning given to it in the Business Combination Agreement;

“ Arrangement ” means the arrangement under section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto in accordance with Section 10.03 of the Business Combination Agreement or Section 6.1 hereof or at the direction of the Court in the Final Order with the prior written consent of the Company, MAS, and ERC, each acting reasonably;

“ Arrangement Resolution ” means the special resolution of the Company Shareholders and the ordinary resolution of the Disinterested Company Shareholders approving the Arrangement to be considered at the Company Meeting, substantially in the form and content of Schedule B of the Business Combination Agreement;

“ BCBCA ” means the Business Corporations Act (British Columbia), including the regulations promulgated thereunder, as amended from time to time;

“ Business Combination Agreement ” means the business combination agreement dated September 30, 2024 among ERC, MAS, and the Company, together with the disclosure letters referenced therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“ Business Day ” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or Saskatoon, Saskatchewan;

“ Company ” means Rockridge Resources Ltd., a corporation existing under the laws of the Province of British Columbia;

“ Company Option Plan ” means the stock option plan of the Company, effective as of November 22, 2016;

“ Company Meeting ” means the special meeting of the Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination Agreement, to be called and held in accordance with the Business Combination Agreement and the Interim Order for the Company to consider the Arrangement Resolution;

“ Company Options ” means the outstanding options to purchase Company Shares granted under the Company Option Plan or otherwise;

“ Company Optionholder ” means a holder of Company Options;

“ Company Securityholders ” means the holders of outstanding Company Shares, Company Options and Company Warrants;

“ Company Shareholder ” means a holder of Company Shares;

“ Company Shares ” means the common shares of the Company, as currently constituted;

“ Company Warrants ” means the outstanding warrants exercisable to purchase Company Shares;

“ Consideration ” means, with respect to each Company Share, a number of fully paid and nonassessable ERC Shares equal to the Exchange Ratio;

“ Consideration Shares ” means the ERC Shares to be received by the Company Shareholders (other than Dissenting Shareholders and ERC to the extent it is a Company Shareholder) pursuant to this Plan of Arrangement;

“ Court ” means the Supreme Court of British Columbia;

“ Depositary ” means any trust company, bank or financial institution agreed to in writing by the Parties for the purpose of, among other things, exchanging certificates representing Company Shares for certificates (or direct registration statements) representing Consideration Shares in connection with the Arrangement;

“ Dissent Rights ” shall have the meaning ascribed thereto in Section 4.1 of this Plan of Arrangement;

“ Dissenting Shareholder ” means a registered holder of Company Shares who has duly and validly exercised their Dissent Rights in strict compliance with the dissent procedures set out under Division 2 of Part 8 of the BCBCA, as modified by Section 4.1, the Interim Order and the Final Order and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“ Disinterested Company Shareholders ” means the Company Shareholders excluding persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators;

“ DRS ” shall have the meaning ascribed thereto in Section 3.2 of this Plan of Arrangement;

“ Effective Date ” means the date upon which the Arrangement becomes effective as set out in the Business Combination Agreement;

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date;

“ Encumbrance ” has the meaning given to it in the Business Combination Agreement;

“ ERC ” means Eros Resources Corp., a corporation existing under the laws of the Province of British Columbia;

“ ERC Shares ” means the common shares of ERC;

“ ERC Shareholders ” has the meaning given to it in the Business Combination Agreement;

“ Exchange Ratio ” means 0.375;

“ Final Order ” means the final order of the Court pursuant to section 291 of the BCBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares and the New ERC Options to Company Securityholders, as applicable, in the United States pursuant to the Arrangement and the Business Combination Agreement, approving the Arrangement in form and substance acceptable to the Parties, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Parties, each acting reasonably) on appeal;

“ final proscription date ” shall have the meaning ascribed thereto Section 5.5 of this Plan of Arrangement;

“ Former Company Shareholders ” means the holders of Company Shares immediately prior to the Effective Time;

“ Governmental Authority ” has the meaning given to it in the Business Combination Agreement;

“ Interim Order ” means the interim order of the Court pursuant to Section 291 of the BCBCA, to be issued following the application therefor contemplated by Section 2.02(1) of the Business Combination Agreement and after being informed of the intention to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Consideration Shares and the New ERC Options to Company Securityholders, as applicable, in the United States pursuant to the Arrangement and the Business Combination Agreement, in form and substance acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties, each acting reasonably;

“ In-the-Money Amount ” means, in respect of a Company Option or New ERC Option, as applicable, at any time, the positive amount, if any, at that time, by which (i) the aggregate fair market value of the Company Shares or ERC Shares, as applicable, underlying such option at that time, exceeds (ii) the aggregate purchase price payable at that time pursuant to such option in order to acquire the Company Shares or ERC Shares, as applicable, underlying such option;

“ In-the-Money Option ” means a Company Option having an In-the-Money Amount;

“ MAS ” means MAS Gold Corp., a corporation existing under the laws of the Province of British Columbia;

“ New ERC Options ” means options to acquire ERC Shares issued to holders of Company Options pursuant to the Arrangement and the Business Combination Agreement;

“ Parties ” means, the Company, MAS, and ERC, and “ Party ” means any of them;

“ Plan of Arrangement ” means this plan of arrangement and any amendments or variations hereto made in accordance with Section 10.03 of the Business Combination Agreement or Section 6.1 of this Plan of Arrangement or at the direction of the Court;

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof;

“ Tax ” and “ Taxes ” have the meanings given to them in the Business Combination Agreement;

“ Tax Act ” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended from time to time;

“ Transmittal Letter ” means the letter of transmittal sent to holders of Company Shares for use in connection with the Arrangement;

“ TSXV ” means the TSX Venture Exchange;

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

“ U.S. Securities Act ” means the United States Securities Act of 1933 .

In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto. Unless the contrary intention appears, references in this Plan of Arrangement to an Article or Section, by number or letter or both refer to the Article or Section, respectively, bearing that designation in this Plan of Arrangement.

1.3 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any

governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Statutory References

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

1.6 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

1.7 Time

Time shall be of the essence in every matter or action contemplated hereunder.

1.8 Governing Laws

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.9 Binding Effect

This Plan of Arrangement constitutes an arrangement as referred to in section 288 of the BCBCA. This Plan of Arrangement will become effective at the Effective Time and shall be binding upon ERC, MAS, the Company, the Company Securityholders and the Depositary.

ARTICLE 2 BUSINESS COMBINATION AGREEMENT

2.1 Business Combination Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Business Combination Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein. If there is any conflict or inconsistency between the provisions of this Plan of Arrangement and the provisions of the Business Combination Agreement, the provisions of this Plan of Arrangement shall govern.

ARTICLE 3 ARRANGEMENT

3.1 Arrangement

At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further act or formality:

(a) each Company Share held by a Dissenting Shareholder shall be, and shall be deemed to be, transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to the Company and the Company shall thereupon be obliged to pay the amount therefor (using its own funds and not funds provided directly or indirectly by ERC) determined and payable in accordance with Article 3 hereof, and: (i) the name of such holder shall be removed from the central securities register as a holder of Company Shares and such Company Shares shall be cancelled and cease to be outstanding; and (ii) such Dissenting Shareholders will cease to have any rights as Company Shareholders other than the right to be paid the fair value for their Company Shares by the Company;
(b) each Company Share (other than a Company Share held by a Dissenting Shareholder or a Company Share held by ERC or any Subsidiary of ERC) shall be, and shall be deemed to be, transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to ERC and, in consideration therefor, ERC shall issue the Consideration;
(c) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be, and shall be deemed to be, exchanged for a New ERC Option to acquire from ERC, other than as provided herein, the number of ERC Shares equal to the product obtained when (A) the number of Company Shares subject to such Company Option immediately prior to the Effective Time, is multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a ERC Share on any particular exercise of New ERC Options, then the number of ERC Shares otherwise issued shall be rounded down to the nearest whole number of ERC Shares; and the exercise price per ERC Share subject to a New ERC Option shall be an amount equal to the quotient obtained by dividing: (A) the exercise price per Company Share subject to such Company Option immediately before the Effective Time, by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of New ERC Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Company Option for a New ERC Option. Therefore, notwithstanding the foregoing, in the event that the In-the-Money Amount in respect of a New ERC Option immediately following the exchange exceeds the In-the-Money Amount in respect of the Company Option for which it is exchanged immediately prior to the exchange, the number of ERC Shares which may be acquired on exercise of the New ERC Option will be adjusted accordingly with effect at and from the effective

time of the exchange to ensure that the In-the-Money Amount in respect of the New ERC Option immediately following the exchange does not exceed the In-theMoney Amount in respect of the Company Option immediately prior to the exchange. All other terms and conditions of each of the New ERC Options, including the term to expiry, will be the same as the Company Option for which it was exchanged, provided that (i) the expiry date for New ERC Options held by a person who ceases to be an eligible participant pursuant to the ERC Option Plan at (or immediately before or after) the Effective Time may, if approved by the ERC Board as constituted immediately following the completion of the Arrangement, not be accelerated to a date less than twelve (12) months from the Effective Time by reason of such person ceasing to be an eligible participant, and (ii) each New ERC Option shall otherwise be governed by and be subject to the terms of the ERC Option Plan. Any document previously evidencing Company Options will thereafter evidence and be deemed to evidence the New ERC Options issued in exchange therefor and no certificates evidencing the New ERC Options will be issued and the New ERC Options shall be governed by and be subject to such certificates, other than as amended hereby;

(d) the Company Option Plan shall be, and shall be deemed to be, terminated and of no further force and effect; and
(e) in accordance with the terms of the Company Warrants, each holder of a Company Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder’s Company Warrant, in accordance with its terms, and shall accept in lieu of each Company Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the Consideration.

3.2 Effective Time Procedures

(a) Following the receipt of the Final Order and prior to the Effective Date, ERC shall deliver or arrange to be delivered to the Depositary certificates or direct registration system (“ DRS ”) advice-statements representing the Consideration Shares to be issued to Former Company Shareholders in accordance with the provisions of Section 3.1, which certificates or DRS advice-statements shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of Article 5.
(b) Subject to the provisions of Article 5, and upon return of a properly completed Transmittal Letter by a registered Former Company Shareholder together with certificates or DRS advice-statements representing Company Shares and such other documents as the Depositary may require, Former Company Shareholders shall be entitled to receive delivery of certificates or DRS advice-statements representing the Consideration Shares to which they are entitled pursuant to Section 3.1.

3.3 Consideration Shares

(a) No fractional Consideration Shares shall be issued to Former Company Shareholders. The number of Consideration Shares to be issued to Former Company Shareholders on the Effective Date shall be rounded down to the nearest whole Consideration Share, on a holder-by-holder basis, in the event that a Former Company Shareholder is entitled to a fractional share representing less than a whole Consideration Share on the Effective Date. In calculating such fractional interests, all Consideration Shares registered in the name of or beneficially held by a Former Company Shareholder or their nominee shall be aggregated.
(b) All Consideration Shares issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for the purposes of the BCBCA.

3.4 U.S. Securities Law Exemption

Notwithstanding any provision herein to the contrary, the Parties agree that the Plan of Arrangement will be carried out with the intention that all Consideration Shares and New ERC Options issued on completion of the Plan of Arrangement to the applicable Company Securityholders in the United States will be issued by ERC in reliance on the exemption from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Business Combination Agreement. Company Optionholders entitled to receive New ERC Options will be advised that the New ERC Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by ERC in reliance on the Section 3(a)(10) Exemption, but that such exemption does not exempt the issuance of securities upon the exercise of such New ERC Options; therefore, the underlying ERC Shares issuable upon the exercise of the New ERC Options, if any, cannot be issued in the United States in reliance upon Section 3(a)(10) Exemption and the New ERC Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. The Company will advise holders of Company Warrants who are in the United States or are U.S. Persons that the Section 3(a)(10) Exemption does not exempt the issuance of ERC Shares upon the exercise of any Company Warrants that remain outstanding following the Effective Time, if any, and, therefore, the underlying ERC Shares issuable upon the exercise of such outstanding Company Warrants following the Effective Time, if any, may only be exercised pursuant to an effective registration statement or pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States.

ARTICLE 4 DISSENT RIGHTS

4.1 Dissent Rights

Registered Company Shareholders (other than ERC, MAS, and their respective affiliates, as applicable) may exercise dissent rights with respect to Company Shares held by such Dissenting Shareholders (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 4.1; provided that the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution must be received by the Company at its registered office not later than 5:00 p.m. (Vancouver time) on the day that is two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Company Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to the Company, free and clear of all Encumbrances, as provided in Section 3.1(a), and if such Dissenting Shareholder:

(a) is ultimately entitled to be paid fair value for its Company Shares, such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such Company Shares by the Company (using its own funds and not funds directly or indirectly provided by ERC), which fair value, notwithstanding anything to the contrary contained in Division 2 of Part 8 of the BCBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in respect of such Company Shares; or
(b) is ultimately not entitled, for any reason, to be paid fair value for such Company Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as a non‐dissenting holder of Company Shares and shall be entitled to receive only the Consideration contemplated by Section 3.1(b) that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

4.2 Recognition of Dissenting Holders

(a) In no circumstances shall ERC, MAS, the Company or any other person be required to recognize a person exercising Dissent Rights unless such person is the registered holder of the Company Shares in respect of which such Dissent Rights are purported to be exercised.
(b) For greater certainty, in no case shall ERC, MAS, the Company or any other person be required to recognize any Dissenting Shareholder as a holder of Company Shares

in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(a), and the name of such Dissenting Shareholder shall be removed from the register of Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(a) occurs. In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Company Option; (ii) any holder of a Company Warrant; (iii) any Company Shareholder who votes or has instructed a proxyholder to vote such Company Shareholder’s Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares); and (iv) any holder of any other securities of the Company exercisable for Company Shares.

ARTICLE 5 DELIVERY OF CONSIDERATION SHARES

5.1 Delivery of the Consideration Shares

Upon surrender to the Depositary for cancellation of a certificate or DRS advise-statement that immediately before the Effective Time represented one or more outstanding Company Shares that were exchanged for Consideration Shares in accordance with Section 3.1, together with a duly completed Transmittal Letter and such other documents and instruments as would have been required to effect the transfer of the Company Shares formerly represented by such certificate under the BCBCA and the constating documents of the Company and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time a certificate or DRS advice-statement representing the Consideration Shares that such holder is entitled to receive in accordance with Section 3.1.

After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented one or more Company Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate or DRS advice-statement representing the Consideration Shares that the holder thereof is entitled to receive in accordance with Section 3.1.

5.2 Lost Certificates

In the event any certificate that immediately prior to the Effective Time represented one or more outstanding Company Shares that were exchanged in accordance with Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate or DRS advice-statement representing Consideration Shares that such holder is entitled to receive in accordance with Section 3.1. When authorizing such delivery of a certificate or DRS advice-statement representing Consideration Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such certificate or DRS advice-statement representing such Consideration Shares is to be delivered shall, as a condition precedent to the delivery of such Consideration Shares, give a bond

satisfactory to ERC, MAS, the Company, and the Depositary in such amount as ERC, MAS, the Company, and the Depositary may direct, or otherwise indemnify ERC, the Company, and the Depositary in a manner satisfactory to ERC, MAS, the Company, and the Depositary, against any claim that may be made against ERC, MAS, the Company, or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the constating documents of the Company.

5.3 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to the ERC Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2. Subject to Applicable Laws and to Section 5.1, at the time of such compliance, there shall, in addition to the delivery of a certificate or DRS advicestatement representing Consideration Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Consideration Shares.

5.4 Withholding Rights

Each of ERC, the Company and the Depositary, as applicable, will be entitled to deduct and withhold from any amounts payable or otherwise deliverable to any Person pursuant to this Plan of Arrangement (including, for greater certainty, Company Securityholders and Company Dissenting Shareholders), such Taxes or other amounts as ERC, the Company or the Depositary are required or permitted, or reasonably believe they are required or permitted, to deduct or withhold in connection with such payment or delivery under the Tax Act, or any other provisions of any Applicable Law. To the extent that amounts so deducted and withheld are remitted to the appropriate Governmental Authority, such deducted, withheld and remitted amounts shall be treated for all purposes of this Plan of Arrangement as having been paid to such Person in respect of which such deduction, withholding and remittance was made. Each of ERC, the Company and the Depositary are hereby authorized to sell or dispose (on behalf of the applicable Person in respect of which such deduction, withholding and remittance is to be made) of such portion of Consideration Shares payable as consideration hereunder as is necessary to provide sufficient funds to enable it to implement such deduction, withholding and remittance, and ERC, the Company and the Depositary, as applicable, will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

5.5 Limitation and Proscription

To the extent that a Former Company Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 on or before the date that is six years after the Effective Date (the “ final proscription date ”), then the Consideration Shares that such Former Company Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof, the certificates or DRS advice-statements representing such Consideration Shares shall be delivered to ERC by the Depositary and the same shall be cancelled by ERC, and the interest of

the Former Company Shareholder in such Consideration Shares shall be terminated as of such final proscription date.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

ERC, MAS, and the Company reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by ERC, MAS, and the Company, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to holders or former holders of Company Shares if and as required by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Company Meeting provided that each of ERC and MAS shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Company Meeting shall be effective only if: (i) it is consented to in writing by each of ERC, MAS, and the Company; and (ii) if required by the Court, it is consented to by the Company Shareholders voting in the manner directed by the Court.

ARTICLE 7 FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of ERC, MAS, and the Company will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

7.2 Paramountcy

From and after the Effective Time:

(a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Company Shares, Company Warrants and Company Options;
(b) the rights and obligations of the holders of Company Shares, Company Warrants and Company Options and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and

(c) all actions, causes of action, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to Company Shares, Company Warrants and Company Options shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein.

SCHEDULE E MAS PLAN OF ARRANGEMENT

[Attached.]

SCHEDULE E

MAS PLAN OF ARRANGEMENT

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

“ affiliate ” shall have the meaning ascribed thereto in the Securities Act (British Columbia);

“ Applicable Laws ” has the meaning given to it in the Business Combination Agreement;

“ BCBCA ” means the Business Corporations Act (British Columbia), including the regulations promulgated thereunder, as amended from time to time;

“ Business Combination Agreement ” means the business combination agreement dated September 30, 2024 among ERC, ROCK, and the Company, together with the disclosure letters referenced therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“ Business Day ” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or Saskatoon, Saskatchewan;

“ Company ” means MAS Gold Corp., a corporation existing under the laws of the Province of British Columbia;

“ Company Option Plan ” means the stock option plan of the Company;

“ Company Options ” means the outstanding options to purchase Company Shares granted under the Company Option Plan or otherwise;

“ Company Optionholder ” means a holder of Company Options;

“ Company Securityholders ” means the holders of outstanding Company Shares, Company Options and Company Warrants;

“ Company Shareholder ” means a holder of Company Shares;

“ Company Shares ” means the common shares of the Company, as currently constituted;

“ Company Warrants ” means the outstanding warrants exercisable to purchase Company Shares;

“ Consideration ” means, with respect to each Company Share, a number of fully paid and nonassessable ERC Shares equal to the Exchange Ratio;

“ Court ” means the Supreme Court of British Columbia;

“ Dissent Rights ” shall have the meaning ascribed thereto in Section 4.1 of this Plan of Arrangement;

“ DRS ” shall have the meaning ascribed thereto in Section 3.2 of this Plan of Arrangement;

“ Effective Date ” means the date upon which the Arrangement becomes effective as set out in the Business Combination Agreement;

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date;

“ Encumbrance ” has the meaning given to it in the Business Combination Agreement;

“ ERC ” means Eros Resources Corp., a corporation existing under the laws of the Province of British Columbia;

“ ERC Shares ” means the common shares of ERC;

“ ERC Shareholders ” has the meaning given to it in the Business Combination Agreement;

“ Exchange Ratio ” means 0.25;

“ final proscription date ” shall have the meaning ascribed thereto Section 5.5 of this Plan of Arrangement;

“ Former Company Shareholders ” means the holders of Company Shares immediately prior to the Effective Time;

“ Governmental Authority ” has the meaning given to it in the Business Combination Agreement;

“ In-the-Money Option ” means a Company Option having an In-the-Money Amount;

“ New ERC Options ” means options to acquire ERC Shares issued to holders of Company Options pursuant to the Arrangement and the Business Combination Agreement;

“ Parties ” means, the Company, ROCK, and ERC, and “ Party ” means any of them;

“ ROCK ” means Rockridge Resources Ltd., a corporation existing under the laws of the Province of British Columbia;

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof;

“ Tax ” and “ Taxes ” have the meanings given to them in the Business Combination Agreement;

“ Tax Act ” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended from time to time;

“ Transmittal Letter ” means the letter of transmittal sent to holders of Company Shares for use in connection with the Arrangement;

“ TSXV ” means the TSX Venture Exchange;

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

“ U.S. Securities Act ” means the United States Securities Act of 1933 .

In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

1.3 Number, Gender and Persons

governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Statutory References

1.6 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

1.7 Time

Time shall be of the essence in every matter or action contemplated hereunder.

1.8 Governing Laws

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.9 Binding Effect

This Plan of Arrangement constitutes an arrangement as referred to in section 288 of the BCBCA. This Plan of Arrangement will become effective at the Effective Time and shall be binding upon ERC, ROCK, the Company, the Company Securityholders and the Depositary.

ARTICLE 2 BUSINESS COMBINATION AGREEMENT

2.1 Business Combination Agreement

ARTICLE 3 ARRANGEMENT

3.1 Arrangement

At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further act or formality:

(a) each Company Share held by a Dissenting Shareholder shall be, and shall be deemed to be, transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to the Company and the Company shall thereupon be obliged to pay the amount therefor (using its own funds and not funds provided directly or indirectly by ERC) determined and payable in accordance with Article 3 hereof, and: (i) the name of such holder shall be removed from the central securities register as a holder of Company Shares and such Company Shares shall be cancelled and cease to be outstanding; and (ii) such Dissenting Shareholders will cease to have any rights as Company Shareholders other than the right to be paid the fair value for their Company Shares by the Company;
(b) each Company Share (other than a Company Share held by a Dissenting Shareholder or a Company Share held by ERC or any Subsidiary of ERC) shall be, and shall be deemed to be, transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to ERC and, in consideration therefor, ERC shall issue the Consideration;
(c) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be, and shall be deemed to be, exchanged for a New ERC Option to acquire from ERC, other than as provided herein, the number of ERC Shares equal to the product obtained when (A) the number of Company Shares subject to such Company Option immediately prior to the Effective Time, is multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a ERC Share on any particular exercise of New ERC Options, then the number of ERC Shares otherwise issued shall be rounded down to the nearest whole number of ERC Shares; and the exercise price per ERC Share subject to a New ERC Option shall be an amount equal to the quotient obtained by dividing: (A) the exercise price per Company Share subject to such Company Option immediately before the Effective Time, by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of New ERC Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Company Option for a New ERC Option. Therefore, notwithstanding the foregoing, in the event that the In-the-Money Amount in respect of a New ERC Option immediately following the exchange exceeds the In-the-Money Amount in respect of the Company Option for which it is exchanged immediately prior to the exchange, the number of ERC Shares which may be acquired on exercise of the New ERC Option will be adjusted accordingly with effect at and from the effective

(d) the Company Option Plan shall be, and shall be deemed to be, terminated and of no further force and effect; and
(e) in accordance with the terms of the Company Warrants, each holder of a Company Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder’s Company Warrant, in accordance with its terms, and shall accept in lieu of each Company Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the Consideration.

3.2 Effective Time Procedures

(a) Following the receipt of the Final Order and prior to the Effective Date, ERC shall deliver or arrange to be delivered to the Depositary certificates or direct registration system (“ DRS ”) advice-statements representing the Consideration Shares to be issued to Former Company Shareholders in accordance with the provisions of Section 3.1, which certificates or DRS advice-statements shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of Article 5.
(b) Subject to the provisions of Article 5, and upon return of a properly completed Transmittal Letter by a registered Former Company Shareholder together with certificates or DRS advice-statements representing Company Shares and such other documents as the Depositary may require, Former Company Shareholders shall be entitled to receive delivery of certificates or DRS advice-statements representing the Consideration Shares to which they are entitled pursuant to Section 3.1.

3.3 Consideration Shares

(a) No fractional Consideration Shares shall be issued to Former Company Shareholders. The number of Consideration Shares to be issued to Former Company Shareholders on the Effective Date shall be rounded down to the nearest whole Consideration Share, on a holder-by-holder basis, in the event that a Former Company Shareholder is entitled to a fractional share representing less than a whole Consideration Share on the Effective Date. In calculating such fractional interests, all Consideration Shares registered in the name of or beneficially held by a Former Company Shareholder or their nominee shall be aggregated.
(b) All Consideration Shares issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for the purposes of the BCBCA.

3.4 U.S. Securities Law Exemption

ARTICLE 4 DISSENT RIGHTS

4.1 Dissent Rights

Registered Company Shareholders (other than ERC, ROCK, and their respective affiliates, as applicable) may exercise dissent rights with respect to Company Shares held by such Dissenting Shareholders (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 4.1; provided that the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution must be received by the Company at its registered office not later than 5:00 p.m. (Vancouver time) on the day that is two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Company Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to the Company, free and clear of all Encumbrances, as provided in Section 3.1(a), and if such Dissenting Shareholder:

(a) is ultimately entitled to be paid fair value for its Company Shares, such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such Company Shares by the Company (using its own funds and not funds directly or indirectly provided by ERC), which fair value, notwithstanding anything to the contrary contained in Division 2 of Part 8 of the BCBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in respect of such Company Shares; or
(b) is ultimately not entitled, for any reason, to be paid fair value for such Company Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as a non‐dissenting holder of Company Shares and shall be entitled to receive only the Consideration contemplated by Section 3.1(b) that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

4.2 Recognition of Dissenting Holders

(a) In no circumstances shall ERC, ROCK, the Company or any other person be required to recognize a person exercising Dissent Rights unless such person is the registered holder of the Company Shares in respect of which such Dissent Rights are purported to be exercised.
(b) For greater certainty, in no case shall ERC, ROCK, the Company or any other person be required to recognize any Dissenting Shareholder as a holder of Company

Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(a), and the name of such Dissenting Shareholder shall be removed from the register of Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(a) occurs. In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Company Option; (ii) any holder of a Company Warrant; (iii) any Company Shareholder who votes or has instructed a proxyholder to vote such Company Shareholder’s Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares); and (iv) any holder of any other securities of the Company exercisable for Company Shares.

ARTICLE 5 DELIVERY OF CONSIDERATION SHARES

5.1 Delivery of the Consideration Shares

5.2 Lost Certificates

satisfactory to ERC, ROCK, the Company, and the Depositary in such amount as ERC, ROCK, the Company, and the Depositary may direct, or otherwise indemnify ERC, the Company, and the Depositary in a manner satisfactory to ERC, ROCK, the Company, and the Depositary, against any claim that may be made against ERC, ROCK, the Company, or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the constating documents of the Company.

5.3 Distributions with Respect to Unsurrendered Certificates

5.4 Withholding Rights

5.5 Limitation and Proscription

the Former Company Shareholder in such Consideration Shares shall be terminated as of such final proscription date.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

ERC, ROCK, and the Company reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by ERC, ROCK, and the Company, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to holders or former holders of Company Shares if and as required by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Company Meeting provided that each of ERC and ROCK shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Company Meeting shall be effective only if: (i) it is consented to in writing by each of ERC, ROCK, and the Company; and (ii) if required by the Court, it is consented to by the Company Shareholders voting in the manner directed by the Court.

ARTICLE 7 FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of ERC, ROCK, and the Company will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

7.2 Paramountcy

From and after the Effective Time:

(a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Company Shares, Company Warrants and Company Options;
(b) the rights and obligations of the holders of Company Shares, Company Warrants and Company Options and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and

(c) all actions, causes of action, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to Company Shares, Company Warrants and Company Options shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein.

SCHEDULE F ERC PREFERRED SHARE TERMS

[Attached.]

SCHEDULE F ERC PREFERRED SHARE TERMS

The rights, privileges, restrictions, and conditions attaching to the Preferred Shares of Eros Resources Corp. (the “ Corporation ”) are as follows:

Defined Terms. The terms defined within the terms of these Preferred Shares shall have the meaning specified and the following terms shall have the meanings indicated:

“ Act ” means the Business Corporations Act (British Columbia), as amended.

“ Board ” means the board of directors of the Corporation.

“ Commercial Production ” means the commercial exploitation of any precious and base metals and minerals, non-metallic minerals, industrial minerals, ores (and concentrates derived therefrom), precipitates, beneficiated products, and refined or semi-refined products, produced from any mineral claims, properties or other mining interests of the Corporation, or any part, as a mine, for the purpose of earning revenues, but does not include operations related to a bulk sample or any milling for the purpose of testing or milling by a pilot plant.

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

“ Date of Issuance ” means, for any Preferred Share, the date on which the Corporation initially issues such Preferred Share (without regard to any subsequent transfer of such Preferred Share or reissuance of the certificate(s) representing such Preferred Share).

“ Exchange ” means the TSX Venture Exchange or any other designated stock exchange in Canada in which the Common Shares are listed and posted for trading.

“ Liquidation Value ” means $1.00 per Preferred Share (as adjusted for any share splits or consolidations, stock dividends, recapitalizations or similar transactions with respect to the Preferred Shares).

Rank. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all Preferred Shares shall rank senior to all Common Shares.

3. Dividends.

3.1 Accrual and Payment of Dividends. From and after the Date of Issuance of any Preferred Share, cumulative dividends on such Preferred Share shall accrue, whether or not declared by the Board and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of four percent (4%) per annum on the Liquidation Value thereof (as adjusted for any share splits or consolidations, stock dividends, recapitalizations or similar transactions with respect to the Preferred Shares). All accrued dividends on any Preferred Share shall be payable only when, as, and if declared by the Board

or upon a Liquidation, Retraction or Redemption; provided, that , to the extent not paid on December 31 of each calendar year (each such date, a “ Dividend Payment Date ”), all accrued dividends on any Preferred Share shall accumulate on the applicable Dividend Payment Date whether or not declared by the Board and shall remain accumulated dividends until paid pursuant hereto. Subject to 3.2, all accrued and accumulated dividends on any Preferred Shares shall be paid in cash only when, as and if declared by the Board out of funds legally available therefor. All unpaid accrued and accumulated dividends on the Preferred Shares shall be prior and in preference to any dividend on any Common Shares and shall be fully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on any Common Shares.

3.2 Payment in Kind Dividend. Notwithstanding any other provision of this Section 3, the Corporation may, at the sole discretion of the Board, with respect to any dividend declared in respect of any fiscal year elect to have any accrued and accumulated dividends on the Preferred Shares be paid, in lieu of cash dividends, by the issuance of Common Shares, with, for the avoidance of doubt, a per share value equal to the 20-day volume weight average price of the Common Shares on the Exchange calculated as at the record date of such dividend.

3.3 Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued and accumulated with respect to the Preferred Shares, such payment shall be distributed pro rata among the holders thereof based upon the aggregate accrued and accumulated but unpaid dividends on the Preferred Shares held by each such holder.

4. Liquidation.

4.1 Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (collectively, a “ Liquidation ”), the holders of Preferred Shares then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, before any payment shall be made to the holders of Common Shares by reason of their ownership thereof, an amount in cash equal to the aggregate Liquidation Value of all Preferred Shares held by such holder, plus all unpaid accrued and accumulated dividends on all such Preferred Shares, whether or not declared (the “ Liquidation Price ”)

4.2 Insufficient Assets. If, upon any Liquidation, the remaining assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the holders of the Preferred Shares the full preferential amount to which they are entitled under Section 4.1, (a) the holders of the Preferred Shares shall receive the remaining assets and funds of the Corporation, and (b) the Corporation shall not make or agree to make any payments to the holders of Common Shares.

4.3 Notice.

(a) Notice Requirement . In the event of any Liquidation, the Corporation shall, within ten (10) days of the date the Board approves such action, or no later than twenty (20) days of any meeting of shareholders called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each holder of Preferred Shares written notice of the proposed action (the “ Liquidation Notice ”). Such Liquidation Notice shall describe the material terms and conditions of such proposed action and be mailed by letter, postage prepaid, addressed to each holder of Preferred Shares at the holder’s address as it appears on the records of the Corporation or in the event of the address of any such holder not so appearing then to the last known address of such holder; provided, however, that accidental failure to give any such Liquidation Notice to one or more of such holders shall not affect the validity of such Liquidation. If any material change in the facts set forth in the initial Liquidation Notice shall occur, the Corporation shall promptly give written notice to each holder of Preferred Shares of such material change;
(b) Surrender of Certificates . On or before the date specified in the Liquidation Notice, the holder of Preferred Shares shall surrender the certificate or certificates representing such Preferred Shares to the Corporation, in the manner and place designated in the Liquidation Notice, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed share transfers relating thereto). Each surrendered certificate shall be cancelled, and the Corporation shall thereafter make payment of the applicable Liquidation Price by certified cheque, bank draft or wire transfer to the registered holder of such certificate.
Voting. Holders of Preferred Shares shall not be entitled to receive notice of, attend or vote at any meetings of the shareholders of the Corporation (except where the holders of the Preferred Shares are entitled to vote separately as a class provided in the Act).

6. Retraction.

6.1 Retraction. At any time and from time to time on or after the earlier of: (i) seven (7) years from the Date of Issuance; and (ii) the commencement of Commercial Production by the Corporation, the holder of the Preferred Shares shall have the right to elect to have, out of funds legally available therefor, all or any portion of the then outstanding Preferred Shares redeemed by the Corporation (a “ Retraction ”) for a price per Preferred Share equal to the Liquidation Value for such Preferred Share, plus all unpaid accrued and accumulated dividends on each such Preferred Share (whether or not declared) (the “ Retraction Price ”). Any such Retraction shall occur not more than thirty (30) days following receipt by the Corporation of a written election notice (the “ Retraction Election Notice ”) from the holder of Preferred Share stating the aggregate number of Preferred Shares to be redeemed. Upon sending the Retraction Election Notice, the holder of Preferred Shares shall be deemed to have elected to have all or, in the case of an election to redeem less than all of the Preferred Shares,

the portion of their Preferred Shares redeemed under this Section 6 and such election shall bind such holder of Preferred Shares.

6.2 Retraction Notice. As promptly as practicable, but in no event later than ten (10) days, following receipt of the Retraction Election Notice, the Corporation shall send written notice (the “ Retraction Notice ”) of its receipt of the Retraction Election Notice to the registered holder of Preferred Shares. The Retraction Notice shall state:

(a) the number of Preferred Shares held by the holder that the Corporation shall redeem on the Retraction Date (as defined below) specified in the Retraction Notice;
(b) the date of the closing of the redemption, which under Section 6.1 shall be no later than thirty (30) days following receipt by the Corporation of the Retraction Election Notice (the applicable date, the “ Retraction Date ”) and the Retraction Price; and
(c) the manner and place designated for surrender by the holder to the Corporation of its certificate or certificates representing the Preferred Shares to be redeemed.

6.3 Continuing Rights on Non-Payment. If, on the Retraction Date, all of the Preferred Shares elected to be redeemed under an Retraction Election Notice are not redeemed in full by the Corporation by paying the entire Retraction Price, until such Preferred Shares are fully redeemed and the aggregate Retraction Price is paid in full, all of the unredeemed Preferred Shares shall remain outstanding and continue to have the rights, privileges, restrictions and conditions expressed herein, including the accrual of dividends thereon as provided in Section 3.

6.4 Rights Subsequent to Retraction. If on the Retraction Date, the Retraction Price is paid (or tendered for payment) for any of the Preferred Shares to be redeemed on such Retraction Date, then on such date all rights of the holder in the Preferred Shares so redeemed and paid or tendered, including any rights to dividends on such Preferred Shares, shall cease, and such Preferred Shares shall no longer be deemed issued and outstanding.

Redemption.

7.1 Redemption. At any time and from time to time, the Corporation shall have the right to elect to redeem, out of funds legally available therefor, all or any portion of the then outstanding Preferred Shares held by the holder of the Preferred Shares (a “ Redemption ”) for a price per Preferred Share equal to the Liquidation Value for such Preferred Share, plus all unpaid accrued and accumulated dividends on such Preferred Share (whether or not declared) (the “ Redemption Price ”). Any such Redemption shall occur not more than thirty (30) days following notice in writing by the Corporation to the holders of Preferred Shares as of the record date of such Redemption (the “ Redemption Notice ”) stating the aggregate number of Preferred Shares to be redeemed, the date of closing of the redemption which shall be no more than thirty (30) days following the Redemption Notice (the “ Redemption Date ”) and the manner and place designated for surrender by the holder to the Corporation of its certificate or certificates representing the Preferred Shares to be redeemed. The Redemption Notice shall

be mailed by letter, postage prepaid, addressed to each holder of Preferred Shares at the holder’s address as it appears on the records of the Corporation or in the event of the address of any such holder not so appearing then to the last known address of such holder; provided, however, that accidental failure to give any such Redemption Notice to one or more of such holders shall not affect the validity of such Redemption. Upon receipt of the Redemption Notice, the holder of Preferred Shares shall be deemed to have elected to have all or, in the case of an election to redeem less than all of the Preferred Shares, the portion of their Preferred Shares redeemed under this Section 7 and such election shall bind such holder of Preferred Shares. Notwithstanding the foregoing, if, following the Date of Issuance, there is a change in the majority of the directors on the Board, whether as a result of the resignation or appointment of directors or as a result of an increase in the size of the Board, the Corporation shall not elect to redeem the Preferred Shares until on or after the date that is three (3) years from the Date of Issuance.

7.2 Continuing Rights on Non-Payment. If, on the Redemption Date, all of the Preferred Shares to be redeemed under a Redemption Notice are not redeemed in full by the Corporation by paying the entire Redemption Price, until such Preferred Shares are fully redeemed and the aggregate Redemption Price is paid in full, all of the unredeemed Preferred Shares shall remain outstanding and continue to have the rights, privileges, restrictions and conditions expressed herein, including the accrual of dividends thereon as provided in Section 3.

7.3 Surrender of Certificates. On or before the Redemption Date, the holder of the Preferred Shares shall surrender the certificate or certificates representing such Preferred Shares to the Corporation, in the manner and place designated in the Redemption Notice, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed share transfers relating thereto). Each surrendered certificate shall be cancelled, and the Corporation shall thereafter make payment of the applicable Redemption Price by certified cheque, bank draft or wire transfer to the registered holder of such certificate; provided that , if less than all the Preferred Shares represented by a surrendered certificate are redeemed, then a new share certificate representing the unredeemed Preferred Shares shall be issued in the name of the registered holder of the cancelled share certificate.

7.4 Rights Subsequent to Redemption. If, on the Redemption Date, the Redemption Price is paid (or tendered for payment) for any of the Preferred Shares to be redeemed on such Redemption Date, then on such date all rights of the holder in the Preferred Shares so redeemed and paid or tendered, including any rights to dividends on such Preferred Shares, shall cease, and such Preferred Shares shall no longer be deemed issued and outstanding.

Restrictions on Transfer. The Preferred Shares may not be transferred unless the consent of the directors of the Corporation is obtained. The consent of the directors for the purposes of this section is evidenced by a resolution of the directors of the Corporation by an instrument or instruments in writing signed by all of the directors of the Corporation at such time.

SCHEDULE G ERC NOTE CONVERSION AGREEMENT

[Attached.]

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (this “ Agreement ”) is made as of September 30, 2024:

BETWEEN:

EROS RESOURCES CORP.

(hereinafter referred to as the “ Corporation ” or the “ Borrower ”)

and –

RONALD NETOLITZKY

(hereinafter referred to as the “ Lender ”)

WHEREAS the Borrower is indebted to the Lender in the aggregate amount of CDN$2,352,000, pursuant to an unsecured non-interest bearing promissory note in the amount of CDN$2,352,000 issued to and in favor of the Lender (the “ Note ”);

AND WHEREAS the Borrower, Rockridge Resources Ltd. (“ ROCK ”) and MAS Gold Corp. (“ MAS ”) intend to complete an all-equity business combination transaction pursuant to a business combination agreement dated September 30, 2024 (the “ Business Combination Agreement ”), pursuant to which, among other things, the Borrower will acquire: (i) all of the issued and outstanding common shares of ROCK by way of a proposed plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) (the “ BCBCA ”), and (ii) all of the issued and outstanding common shares of MAS by way of a proposed plan of arrangement under Section 288 of the BCBCA, and as a result, ROCK and MAS will become wholly-owned subsidiaries of ERC (the “ Transaction ”);

AND WHEREAS notwithstanding the terms of the Note, in connection with the Transaction, the Lender has agreed to the satisfaction in full of the principal debt owing by the Borrower to the Lender in an aggregate amount equal to CDN$2,352,000 (collectively, the “ Settled Debt ”) through the conversion of the Settled Debt into preferred shares in the capital of the Corporation (the “ Conversion Shares ”) at a conversion price equal to CDN$1.00 per Conversion Share (the “ ERC Note Conversion ”), subject to the conditions set forth in this Agreement;

AND WHEREAS it is a condition precedent to the completion of the Transaction that the Lender and Borrower complete the ERC Note Conversion in accordance with the terms of this Agreement.

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

1. Conversion and Satisfaction of Debt.

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(a) Notwithstanding any of the terms of the Note, but subject to the terms and conditions of this Agreement, the parties hereby acknowledge and agree that the Settled Debt shall be satisfied in full immediately prior to the completion of the Transaction (the “ Effective Time ”) in exchange for the issuance by the Borrower of 2,352,000 Conversion Shares to the Lender at a price of $1.00 per Conversion Share. Within three (3) business days following the Effective Time, the Corporation shall issue and deliver the certificates representing the Conversion Shares issuable in full and final satisfaction of the Settled Debt in accordance with the provisions hereof, and the Note shall be deemed cancelled and terminated and of no further force and effect.

(b) The Lender acknowledges: (i) that the Conversion Shares proposed to be issued to the Lender will be subject to a statutory hold under applicable Canadian securities laws for a period of four months and a day from the date of issuance; and (ii) the TSX Venture Exchange (“ TSXV ”) may impose additional resale restrictions on the Conversion Shares.

(c) The Lender acknowledges and agrees that the completion of the ERC Note Conversion and the obligation of the Corporation to issue the Conversion Shares remains subject to the following conditions: (i) the requisite approval of shareholders of the Corporation to amend the articles of the Corporation to create the Conversion Shares (“ Shareholder Approval ”); and (ii) the approval of the TSXV pursuant to the policies of the TSXV (“ TSXV Approval ”).

(d) The Lender acknowledges that the ERC Note Conversion qualifies as a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), as the Lender is a “related party” (as defined in MI 61-101) of the Borrower, and that the Corporation intends to rely on the exemptions set forth in MI 61-101 to the formal valuation and minority shareholder approval requirements under MI 61-101 in connection with the ERC Note Conversion.

(e) Upon the receipt of the Conversion Shares by the Lender from the Corporation and in consideration of the foregoing, the Lender and each and every one of its respective present and former affiliates, heirs, executors, administrators, assigns, agents, successors, attorneys, insurers, and representatives, hereby release and forever discharge the Corporation and its respective present and former parents, subsidiaries, sister corporations, affiliates, assigns, agents, predecessors, successors, directors, officers, employees, attorneys, insurers, representatives, independent contractors, subcontractors, members, partners, shareholders, executors and heirs, of and from any and all claims, counterclaims, actions, causes of action, damages, liabilities, suits, losses, costs, expenses, attorneys’ fees and disputes, whether in law or equity, which exist as of the date hereof, relating to the Settled Debt and the Note and all matters and transactions ancillary thereto (collectively, the “ Claims ”).

Representations, Warranties and Covenants of the Lender. The Lender hereby represents and warrants to the Corporation that:
(a) the Lender is of full age of majority in the jurisdiction in which this Agreement is executed and has all requisite legal capacity and competence to enter into and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Lender enforceable against it in accordance with its terms, subject to any applicable bankruptcy, reorganization, winding-up, insolvency, moratorium or other laws of general application and the unavailability of any equitable remedies;

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(b) the Note is owned by it as the registered and beneficial owner thereof with good title thereto, free and clear of all encumbrances, adverse claims and interests of others and the Lender has the right, power and authority to enter into this Agreement and to complete the transactions contemplated herein, and no person has any option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement for the purchase from the Lender of the Note or any portion thereof, and no Claim(s) released herein has/have previously been conveyed, assigned, pledged or in any manner transferred in whole or in part to any third party, and the Lender has full authority to release any and all Claims released pursuant to this Agreement; and
(c) it is an “accredited investor” as defined in National Instrument 45-106 - Prospectus Exemptions and acknowledges that the Corporation is relying upon such in connection with the issuance of the Conversion Shares.

The representations and warranties of the Lender contained in this Agreement shall survive the completion of the transactions contemplated by this Agreement (the “ Closing ”) and, notwithstanding such Closing or any investigation made by or on behalf of the Corporation, shall continue in full force and effect for the benefit of the Corporation.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to the Lender that:
(a) the Corporation is a corporation duly organized, validly existing and in good standing under the laws of the Province of British Columbia and has all necessary corporate power, authority and capacity to execute and deliver this Agreement and to complete the transactions contemplated hereby;
(b) this Agreement has been duly executed and delivered by the Corporation and is a valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to any applicable bankruptcy, reorganization, winding-up, insolvency, moratorium or other laws of general application and the unavailability of any equitable remedies; and
(c) all necessary corporate action has been taken by the Corporation to duly authorize the issuance of the Conversion Shares, including the acceptance of the TSXV and approval by the Shareholders in accordance with MI 61-101, to the Lender and such shares, when issued in accordance with the terms of this Agreement, will be duly and validly issued as fully paid and non-assessable shares of the Corporation.

The representations, warranties and covenants of the Corporation contained in this Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Lender, shall continue in full force and effect for the benefit of the Lender.

4. Term and Termination

(a) This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

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(b) This Agreement may be terminated at any time prior to the Effective Time as follows: (i) by mutual agreement of the parties; (ii) by either party if Shareholder Approval and TSXV Approval are not obtained; or (iii) by either party if the Transaction is not completed.
General.
(a) Any headings in this Agreement are inserted for convenience of reference only and shall not affect the interpretation hereof.
(b) This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the courts of the Province of Ontario shall have jurisdiction to entertain any action arising in connection with this Agreement.
(c) This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors and/or assigns.
(d) This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth herein. This Agreement may only be amended, modified or supplemented by a written agreement signed by all of the parties to such agreement.
(e) Any provision of this Agreement which is, or becomes, illegal, invalid or unenforceable shall be severed from this Agreement and be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions hereof or thereof, provided, however, that the parties shall use commercially reasonable efforts to substitute such provision with a provision of similar effect.
(f) All notices, demands and payments under this Agreement must be in writing and may be delivered personally or by facsimile transmission to the party for whom it is intended at the addresses or facsimile numbers set forth in the Note or such other addresses or facsimile numbers as may from time to time be notified in writing by the parties. All notices will be deemed to have been given and received on the next business day following the date of transmission or delivery, as the case may be.
(g) Time shall be of the essence in respect of this Agreement.
(h) The parties hereto agree to execute such further and other assurances and documents and to do all such things and actions which shall be necessary or proper for the carrying out of the purpose and intent of this Agreement.
(i) This Agreement may be executed by any one or more of the parties to this Agreement in any number of counterparts, including by facsimile transmissions, each of which shall be deemed to be an original, including those sent by facsimile transmission, but all such counterparts shall together constitute one and the same instrument.

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

EROS RESOURCES CORP.

Per:_____ Name: Tom MacNeill Title: Chief Executive Officer

______ RONALD NETOLITZKY

SCHEDULE H PRO FORMA CAPITALIZATION

Shareholders	Number of ERC Shares(1)	Percentage of Outstanding ERC Shares
ERC Shareholders	97,893,741	42.37%
MAS Shareholders (excluding ERC)(2)	86,246,640	37.33%
ROCK Shareholders(2)	46,877,481	20.29%
Total ERC Shares	231,017,862	100%

Notes :

(1) Not accounting for rounding of individual holdings based on the Exchange Ratio and prior to completion of the Consolidation.

(2) Assuming there are no MAS Dissenting Shareholders.

(3) Assuming there are no ROCK Dissenting Shareholders.

Shareholders	Number of ERC Preferred Shares	Percentage of Outstanding ERC Preferred Shares
Ronald Netolitzky	2,352,000	100%
Total ERC Preferred Shares	2,352,000	100%

SCHEDULE IV

REPRESENTATIONS AND WARRANTIES OF ERC

Section 4.01 Corporate Status and Authorization of ERC

ERC and each of the ERC Subsidiaries is duly incorporated, amalgamated or formed, as applicable, and validly existing under the laws of its jurisdiction of incorporation or formation, as applicable, and has not been discontinued or dissolved under such laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or the bankruptcy, insolvency, liquidation or winding up of ERC or any of the ERC Subsidiaries.

ERC and each of the ERC Subsidiaries has submitted all material notices or returns of corporate information and other filings required by Applicable Laws to be submitted by it to any Governmental Authority. ERC and each of the ERC Subsidiaries has the corporate power and capacity to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted.

Section 4.01 of the ERC Disclosure Letter sets forth each jurisdiction in which ERC and each of the ERC Subsidiaries carry on business. ERC and each of the ERC Subsidiaries is duly licensed or registered to carry on business (or have been granted relief to be so licensed or registered by the appropriate Governmental Authority) and has submitted all notices or returns of corporate information and other filings required by Applicable Laws to be submitted by it to any Governmental Authority in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or registration necessary, except where such failure would not, individually or in the aggregate, have a Material Adverse Effect. All corporate actions taken by the ERC and each of the ERC Subsidiaries in connection with this Agreement have been or will be duly authorized on or before the Effective Date, subject to obtaining the required approval of the ERC Shareholders. True and complete copies of the constating documents of ERC and each of the ERC Subsidiaries have been disclosed to ROCK and MAS, and, other than as contemplated by this Agreement, no actions have been taken to amend or supersede such constating documents of ERC and each of the ERC Subsidiaries. This Agreement has been duly executed and delivered by ERC, and (assuming due authorization, execution and delivery by ROCK and MAS), this Agreement constitutes a legal, valid and binding obligation of ERC enforceable against ERC in accordance with its terms.

Section 4.02 Capitalization

(a) Section 4.02(a) of the ERC Disclosure Letter sets forth (i) the authorized capital of ERC, and (ii) the issued and outstanding securities in the capital of ERC, as of the date hereof. All such ERC Shares have been duly authorized, are validly issued, fully paid and nonassessable.
(b) All the ERC Shares were issued in compliance with Applicable Laws. None of the ERC Shares were issued in violation of any agreement, arrangement or commitment to which ERC is a party or are subject to or in violation of any pre-emptive or similar rights of any Person.
(c) Except as set forth in Section 4.02(c) of the ERC Disclosure Letter, as of the date hereof, (i) there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital of ERC or obligating ERC to issue or sell any shares of, or any other interest in, ERC, (ii) ERC does not have outstanding or authorized any share appreciation, phantom share, profit participation or similar rights, (iii) there are no voting trusts or agreements,
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pooling agreements, unanimous shareholder agreements or other shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the ERC Shares, and (iv) no Person has any Contract, right or privilege (whether by law, pre-emptive or contractual granted by ERC) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of ERC or ERC Subsidiaries.

(d) No securities of ERC are owned by any of its Subsidiaries.

Section 4.03 Subsidiaries

(a) Other than as set forth in Section 4.03(a) of the ERC Disclosure Letter, (i) ERC does not own, or have any material interest in any shares or securities of, or another material ownership interest in, any other Person and (ii) none of the ERC Subsidiaries are currently prohibited, directly or indirectly, from paying any dividends to ERC, from making any other distribution on such Subsidiary’s capital stock, or from repaying to ERC any loans or advances to such Subsidiary.
(b) The following information with respect to each of the ERC Subsidiaries is accurately set out, as at the date hereof, in Section 4.03(b) of the ERC Disclosure Letter: (i) its name; (ii) ERC’s percentage equity ownership of it; and (iii) its jurisdiction of incorporation, organization or formation.
(c) ERC is, directly or indirectly, the registered and beneficial owner of all of its issued and outstanding securities of the ERC Subsidiaries free and clear of all material Encumbrances (other than Encumbrances set forth in the ERC Financial Statements or ERC Permitted Encumbrances), and all of the issued and outstanding securities of the ERC Subsidiaries have been duly and validly authorized and issued, are fully paid, and if such entity is a corporation, are non-assessable. No securities of the ERC Subsidiaries have been issued in violation of any Applicable Laws or pre-emptive or similar rights. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any securities or other ownership interests in any of the ERC Subsidiaries.
(d) ERC has no Subsidiaries other than the MAS Subsidiaries.

Section 4.04 No Conflicts; Consents

The execution, delivery and performance by ERC of this Agreement and the consummation of the transactions contemplated hereby, do not and will not, subject to the receipt of the required approval of the ERC Shareholders and Court: (a) conflict with or result in a violation or breach of, or default under, any provision of the Articles, by-laws, unanimous shareholder agreements or other constating documents of ERC; (b) materially conflict with or result in a material violation or breach of any provision of any Applicable Laws or Governmental Order applicable to ERC or the ERC Subsidiaries (subject to the receipt of the Required Approvals); or (c) except as set forth in Section 4.04 of the ERC Disclosure Letter, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any ERC Material Contract to which ERC or any ERC Subsidiary is a party or by which ERC or any ERC Subsidiary is bound or to which any of its material Assets are subject or any material Permit affecting the Assets or Business of ERC and the ERC Subsidiaries, taken as a whole. Except as set forth in Section 4.04 of the ERC Disclosure Letter and other than the Required Approvals, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to ERC in connection with the execution and delivery of this Agreement and

the consummation of the transactions contemplated hereby, except for such consents, approvals, Authorizations, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a Material Adverse Effect.

Section 4.05 Financial Statements

(a) Complete copies of the ERC Financial Statements are set forth in Section 4.05 of the ERC Disclosure Letter. The ERC Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the period involved, subject, in the case of the interim financial statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse).
(b) The ERC Financial Statements: (i) have been prepared in accordance with IFRS as issued by the International Accounting Standards Board and interpretations issued by the IFRS Interpretations Committee; and (ii) fairly present in all material respects the ERC Properties, Assets, liabilities and financial position of ERC and its Subsidiaries as of the respective dates they were prepared and the results of the operations of ERC and its Subsidiaries for the periods covered thereby.
(c) ERC and its Subsidiaries maintain a standard system of accounting established and administered in accordance with IFRS.
(d) There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of ERC or any of its Subsidiaries with unconsolidated entities or other Persons which are not reflected in the ERC Financial Statements.
(e) ERC and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization and (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets.

Section 4.06 Undisclosed Liabilities

ERC and its Subsidiaries have no liabilities (accrued, absolute, contingent or otherwise), except: (a) those that are adequately reflected or reserved against in the ERC Balance Sheet as of the ERC Balance Sheet Date; and (b) those that have been incurred in the Ordinary Course since the ERC Balance Sheet Date.

Section 4.07 Absence of Certain Changes, Events and Conditions

Since the ERC Balance Sheet Date, and other than in the Ordinary Course, as disclosed in Section 4.07 of the ERC Disclosure Letter, or as expressly contemplated by this Agreement:

(a) ERC and the ERC Subsidiaries have not taken or failed to take any action which, if taken after the date of this Agreement, would constitute a breach of the Agreement or would reasonably be expected to have a Material Adverse Effect; and
(b) there has not been, with respect to ERC and the ERC Subsidiaries, as applicable, any:
(i) event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(ii) amendment of the Articles, by-laws, or other constating documents of ERC;
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(iii) material change in any method of accounting or accounting practice of ERC, except as required by IFRS or as disclosed in the notes to the ERC Financial Statements;
(iv) split, consolidation or reclassification of any ERC Shares;
(v) declaration or payment of any dividends or distributions on or in respect of any ERC Shares or redemption, retraction, purchase or acquisition of any ERC Shares;
(vi) material change in ERC’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(vii) entry into any Contract that would constitute an ERC Material Contract;
(viii) acceleration, termination, material modification to or cancellation of any ERC Material Contract;
(ix) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the Ordinary Course or that are not, individually or in the aggregate, in excess of $50,000;
(x) transfer, assignment, sale or other disposition of any of the Assets shown or reflected in the ERC Balance Sheet or cancellation of any debts or entitlements;
(xi) transfer, assignment, sale, option, joint venture or grant of any royalty with respect to any ERC Property;
(xii) any capital investment in, or any loan to, any other Person (other than as between ERC and its Subsidiaries);
(xiii) any material capital expenditures;
(xiv) loan to (or forgiveness of any loan to), or entry into any other transaction with, any related party (within the meaning of the Tax Act), including any shareholder;
(xv) purchase, lease or other acquisition of the right to own, use or lease any Assets of ERC for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course;
(xvi) imposition of any Encumbrance (other than a ERC Permitted Encumbrance) upon any of the ERC Shares, ERC Properties or Assets of ERC, tangible or intangible;
(xvii) entry into a new line of business or abandonment or discontinuance of existing lines of business except as disclosed in the ERC Public Documents;
(xviii) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by ERC or any ERC Subsidiary or their creditors seeking to adjudicate any of ERC or the ERC
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Subsidiaries as bankrupt or insolvent, making a proposal with respect to ERC or the ERC Subsidiaries under any Applicable Laws relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for ERC or the ERC Subsidiaries or for any substantial part of their respective Assets;

(xix) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof;
(xx) action by ERC or a ERC Subsidiary to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction, in each case, that would have the effect of materially increasing a Tax liability; or
(xxi) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 4.08 Material Contracts

Except as set forth in Section 4.08 of the ERC Disclosure Letter, each ERC Material Contract is valid and binding on ERC or an ERC Subsidiary, as applicable, in accordance with its terms and is in full force and effect. Except as set forth in Section 4.08 of the ERC Disclosure Letter, none of ERC or the ERC Subsidiaries or, to ERC’s Knowledge, any other party thereto is in material breach of or default under (or is alleged to be in material breach of or default under), or has provided or received any notice of any intention to terminate, any ERC Material Contract. Except as set forth in Section 4.08 of the ERC Disclosure Letter, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any ERC Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder, except as would not reasonably be expected to have a Material Adverse Effect. To ERC’s Knowledge, complete and correct copies of each ERC Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to ROCK and MAS.

Section 4.09 Leases

(a) Section 4.09 of the ERC Disclosure Letter sets forth a list of all of the Leases.
(b) With respect to the Leased Real Property:
(i) ERC has delivered or made available to ROCK and MAS true, complete and correct copies of any, and all, Leases and has not withheld any information of a material nature relating to the Leases;
(ii) Except as set forth in Section 4.09 of the ERC Disclosure Letter, ERC and the ERC Subsidiaries are not a sublessor or grantor under any of the Leases, occupancy agreement or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of the Leased Real Property pursuant to the Leases;
(iii) Except as set forth in Section 4.09 of the ERC Disclosure Letter, as of the date hereof, each of the Leases: (A) are in good standing, (B) are in full force and effect without amendment, and (C) creates a good and valid leasehold interest and no
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default has occurred by the tenant under any of the Leases which has not been cured, and no event has occurred that with notice or lapse of time or both, would constitute a material breach of default thereof or permit termination, modification or acceleration thereunder;

(iv) No party to the Leases is in material breach of any terms or conditions thereunder;
(v) Save and except for the approvals, consents and waivers that are listed in Section 4.09 of the ERC Disclosure Letter, no consent or action is required in order for the Leases to remain in full force and effect following the Effective Date;
(vi) The Leased Real Property is adequate and suitable for the purposes for which it is presently being used and is sufficient in all material respects for the use and operation of the Business in the Ordinary Course; and
(vii) There are no Actions pending nor, to ERC’s Knowledge, threatened, against ERC or any ERC Subsidiary under the Leases.

Section 4.10 Condition and Sufficiency of Assets

ERC and the ERC Subsidiaries own all of the material personal properties and assets that they purport to own, with good and valid title thereto, free and clear of any material Encumbrance, other than ERC Permitted Encumbrances. ERC and the ERC Subsidiaries hold at the Effective Date all the assets, rights and personal property (whether owned, leased, licensed or contracted for), necessary to enable ERC and the ERC Subsidiaries to: (i) conduct and operate their business substantially in the same manner as it was conducted and operated immediately prior to the Effective Date; and (ii) perform and satisfy all of the obligations of ERC and the ERC Subsidiaries under the ERC Material Contracts.

Section 4.11 Interest in ERC Properties

Section 4.11 of the ERC Disclosure Letter provides a listing of all ERC Properties, which constitute all of the assets necessary to perform the operation of its business as presently conducted, and:

(a) other than as disclosed in Section 4.11 of the ERC Disclosure Letter, each of ERC and its Subsidiaries is the sole legal and registered owner, and has valid and sufficient right, title and interest, free and clear of any title defect or Encumbrance in all material respects to the ERC Properties, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and
(b) other than as disclosed in Section 4.11 of the ERC Disclosure Letter, each of ERC and its subsidiaries is entitled to the material benefits of all of its:
(i) material properties and assets of any nature whatsoever;
(ii) all mineral rights, including all the ERC Properties; and
(iii) Assets reflected in the ERC Balance Sheet,

except as indicated in the notes thereto, and such properties and assets are not subject to any Encumbrance or defect in title of any kind except as is specifically identified in the ERC Financial Statements and in the notes thereto.

(c) All material mineral tenures and mining claims in which ERC or any of its subsidiaries has an interest or right, including the ERC Properties have been validly located, recorded and
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issued in accordance with Applicable Laws in all material respects, and are valid and subsisting in all material respects.

(d) Other than as disclosed in 4.11 of the ERC Disclosure Letter, each of ERC and its Subsidiaries has all necessary material surface rights, access rights and other rights and interests relating to:
(i) its mineral tenures and mining claims; and
(ii) any fixed assets or personal property of ERC or its Subsidiaries situate thereon or relating thereto,

granting ERC or its Subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the ERC Public Documents, with only such exceptions as do not materially interfere with the use made by ERC or its Subsidiaries of the rights or interests so held.

(e) Each of the material mineral tenures and mining claims, and each of the material documents, agreements, instruments and obligations relating thereto, is currently in good standing in the name of ERC or its Subsidiaries and free and clear of all material Encumbrances.
(f) ERC and its subsidiaries have the exclusive right to deal with the ERC Properties and any fixed assets or personal property of ERC or its subsidiaries situate thereon or relating thereto in all material respects.
(g) Other than as disclosed in Section 4.11 of the ERC Disclosure Letter, no person or entity of any nature whatsoever other than ERC or its subsidiaries has any material interest in the ERC Properties or any right to acquire or otherwise obtain any such interest.
(h) Other than as disclosed in Section 4.11 of the ERC Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would materially affect ERC’s or its Subsidiaries’ interests in the ERC Properties, and no such rights are threatened.
(i) Neither ERC nor any of its subsidiaries has received any material notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the ERC Properties.
(j) The ERC Properties are in good standing under and comply with all Applicable Laws and all: (i) work required to be performed has been performed; (ii) Taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred; and (iii) filings in respect thereof have been made, with only such exceptions as do not materially interfere with the use made by ERC or its subsidiaries of the rights or interests so held.
(k) Other than as disclosed in Section 4.11 of the ERC Disclosure Letter, there are no material adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of ERC, that are threatened, affecting or which could affect ERC’s or any of its subsidiaries’:
(i) right, title or interest in the ERC Properties;
(ii) the ability of ERC or its subsidiaries to explore or develop the ERC Properties; or
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(iii) which might involve the possibility of any judgement or liability affecting the ERC Properties.

Section 4.12 Expropriation

(a) No ERC Property or any other property or asset of ERC or any of its subsidiaries has been taken or expropriated by any Governmental Authority and no notice or proceeding in respect thereof been given or commenced nor, to the knowledge of ERC, is there any intent or proposal to give any such notice or to commence any such proceeding.
(b) To the knowledge of ERC, there is no material claim, complaint or other proceeding initiated by or on behalf of any party, including any native group or any local community, or to which any native group, local community or similar group is legally a necessary party pending or, to the knowledge of ERC, threatened by any party, including any native group, local community or similar group, with respect to ERC’s Permits, the ERC Properties or any operations thereon.

Section 4.13 Aboriginal Matters

(a) No ERC Property or any other property or asset of ERC or any of its subsidiaries has been taken or expropriated by any Governmental Authority and no notice or proceeding in respect thereof been given or commenced nor, to the knowledge of ERC, is there any intent or proposal to give any such notice or to commence any such proceeding.
(b) To the knowledge of ERC, neither ERC nor any of its subsidiaries has received any written or oral, notice of any Aboriginal Claim made by any Aboriginal Peoples which relates to, affects, or could reasonably be expected to affect or impair ERC’s or any of its Subsidiaries’ right, title or interest in the ERC Properties.
(c) To the knowledge of ERC, no Aboriginal Claim is threatened by any Aboriginal Peoples which relates to, affects, or could reasonably be expected to affect or impair, ERC’s or any of its Subsidiaries’ right, title or interest in the ERC Properties.
(d) There are no current, pending or, to the knowledge of ERC, threatened Aboriginal Claims that could reasonably be expected to prevent or materially impair, the exploration, development, construction and operation of ERC’s or any of its subsidiaries’ right, title or interest in the ERC Properties.
(e) No blockade, occupation, illegal action or on-site protest by any Aboriginal Peoples has occurred in connection with the activities on the ERC Properties.
(f) There is no memorandum of agreement, exploration, impact and benefit or any other agreement between ERC or any of its subsidiaries and any Aboriginal Peoples respecting the ERC Properties.
(g) No Aboriginal Information has been received by ERC or any of its subsidiaries which could reasonably be expected to have a Material Adverse Effect.

Section 4.14 ERC Technical Report

(a) The ERC Property that is the subject of the ERC Technical Report constitutes the only material project of ERC for the purposes of NI 43-101.
(b) The ERC Technical Report complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral
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resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared.

(c) ERC made available to the authors of the ERC Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided.
(d) ERC does not have knowledge of any material change in the facts and assumptions underlying the estimates in the ERC Technical Report, as updated through the ERC Public Documents, that would reasonably be expected to result in a material change in any production, cost, price, reserves, resources or other relevant information provided in the ERC Technical Report as updated through the ERC Public Documents.
(e) All of the material assumptions underlying the mineral resource and mineral reserve estimates in the ERC Public Documents are reasonable and appropriate.
(f) The estimates of mineral resources and mineral reserves as described in the ERC Public Documents comply in all material respects with NI 43-101.
(g) The information set forth in the ERC Public Documents relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by ERC and its consultants in accordance with methods generally applied in the mining industry and conforms to the requirements of NI 43-101 and, in all material respects, to applicable Securities Laws.
(h) ERC is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby.
(i) There has been no material change of which ERC is or should be aware that would materially disaffirm or materially change any aspect of the ERC Technical Report or that would require the filing of a new technical report under NI 43-101.

Section 4.15 Insurance

The policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workplace safety and insurance, workers’ compensation, vehicle, directors’ and officers’ liability, fiduciary liability and other casualty and property insurance maintained by ERC or its Subsidiaries and relating to the ERC Properties, Assets, Business, operations, employees, officers and directors of ERC and its Subsidiaries (collectively, the “ ERC Insurance Policies ”) are in full force and effect in all material respects and shall remain in full force and effect in all material respects following the consummation of the transactions contemplated by this Agreement. Neither ERC nor any of its Subsidiaries has received any written notice of cancellation of, discontinuation of, premium increase with respect to, or any alteration of coverage under, any ERC Insurance Policies. All premiums due on the ERC Insurance Policies have either been paid or, if due and payable before the Effective Date, will be paid before the Effective Date in accordance with the payment terms of each ERC Insurance Policy. The ERC Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of ERC. All such ERC Insurance Policies: (a) are valid and binding in accordance with their terms; and (b) have not been subject to any lapse in coverage. There are no claims related to the Business of ERC pending under any ERC Insurance Policies as to which coverage has been questioned, denied or disputed, or in respect of which there is an outstanding reservation of rights. None of ERC or any of its Subsidiaries is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any ERC Insurance Policy. The ERC Insurance Policies, to ERC’s Knowledge, are of the type and in the amounts customarily carried by Persons conducting a business that is similar to the Business of ERC and the ERC

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Subsidiaries and are sufficient for compliance with all Applicable Laws and Contracts to which ERC and the ERC Subsidiaries are a party or by which they are bound.

Section 4.16 Legal Proceedings

(a) Except as set forth in Section 4.16(a) of the ERC Disclosure Letter, (i) there are no Actions pending or, to ERC’s Knowledge, threatened: (A) against or by ERC or the ERC Subsidiaries affecting any of their Assets (or by or against ERC or any Affiliate thereof and relating to the ERC Subsidiaries or any of their respective Affiliates); or (B) against or by ERC or any of the ERC Subsidiaries that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, in any such case as would reasonably be expected to have a Material Adverse Effect and (ii) no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action which would reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in Section 4.16(b) of the ERC Disclosure Letter, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting ERC or any of the ERC Subsidiaries or any of their Assets.

Section 4.17 Restrictions on Business Activities

Except as set forth in Section 4.17 of the ERC Disclosure Letter or in the ERC Public Documents, there is no ERC Material Contract or Governmental Order binding upon ERC or any of the ERC Subsidiaries that has or would reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of ERC or any of the ERC Subsidiaries or the conduct of the Business of ERC or any of the ERC Subsidiaries as currently conducted (including following the Transaction contemplated by this Agreement) where the same would reasonably be expected to result in a Material Adverse Effect.

Section 4.18 Compliance with Laws; Authorizations

(a) ERC and the ERC Subsidiaries have complied, and are now complying, in all material respects, with all Applicable Laws relating to them and their Business and Assets and the ERC Properties.
(b) All Authorizations required for ERC and the ERC Subsidiaries to conduct their Business as presently conducted or for the ownership and use of their Assets and the ERC Properties in compliance with Applicable Laws have been obtained and are valid and in full force and effect. All fees and charges with respect to such Authorizations as of the date hereof have been paid in full. Section 4.18(b) of the ERC Disclosure Letter lists all current Authorizations issued to ERC and the ERC Subsidiaries, including the names of the Authorizations and their respective dates of issuance and expiration. Except as disclosed in Section 4.18(b) of the ERC Disclosure Letter, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Authorization listed in Section 4.18(b) of the ERC Disclosure Letter.
(c) Except as disclosed in Section 4.18(c) of the ERC Disclosure Letter, other than the Required Approvals, no registrations, filings applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby:
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(i) to avoid the loss of any Authorization or any ERC Property or Asset, other property or right of ERC or the ERC Subsidiaries pursuant to the terms thereof, or the violation or breach of any Applicable Laws; or
(ii) to enable ERC or the ERC Subsidiaries to hold and enjoy the same immediately after the Effective Date in the conduct of their Business as conducted prior to the Effective Date.
(d) All material written correspondence or written notice received from any Governmental Authority in relation to Authorizations used in the conduct of the business of ERC and the ERC Subsidiaries have been made available to ROCK and MAS.

Section 4.19 Environmental Matters

(a) ERC and its Subsidiaries have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws.
(b) The ERC Properties and assets of ERC and its Subsidiaries have materially complied and currently materially comply with all applicable Environmental Laws.
(c) ERC and its Subsidiaries have obtained from the relevant Governmental Authorities any Environmental Permits required to conduct their previous and current businesses and such Environmental Permits remain valid and in good standing on the date hereof and will be valid and in good standing on the Effective Date.
(d) Other than as disclosed in Section 4.19 of the ERC Disclosure Letter, neither ERC nor any of its Subsidiaries is subject to any material contingent or other liability relating to:
(i) the restoration or rehabilitation of land, water or any other part of the Environment;
(ii) mine closure, reclamation, remediation or other post-operational requirements; or
(iii) non-compliance with Environmental Laws;
(e) Other than as disclosed in Section 4.19 of the ERC Disclosure Letter, ERC is not aware of any facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.

Section 4.20 Employment Matters

(a) ERC has made available to the other Parties the form(s) of the Contracts executed by each of the current employees and Independent Contractors of ERC and its Subsidiaries and the Contracts of all such employees and Independent Contractors are substantially in the form(s) of the Contracts made available to the Parties, and do not materially deviate therefrom.
(b) ERC and the ERC Subsidiaries have complied in all material respects with all Applicable Laws pertaining to the employment or termination of employment of their employees or termination of the engagement of the Independent Contractors, including those pertaining to employment standards practices, labour relations, classification of workers, workers’ compensation, pay equity, occupational health and safety, human rights and accommodation obligations, employment immigration, employee privacy, language of labour relations (French language requirements) and similar legislation, including payment in full of all amounts owing thereunder other than such non-compliance which would not
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reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.20(b) of the ERC Disclosure Letter, there are no material claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers’ compensation legislation, occupational health and safety legislation, pay equity legislation or similar legislation nor, to ERC’s Knowledge, has any event occurred which may give rise to any of the foregoing.

(c) ERC and the ERC Subsidiaries have reasonably investigated all harassment, sexual harassment, discrimination, retaliation or policy violation allegations of which they are aware. With respect to each such allegation with potential merit, ERC or the ERC Subsidiaries, as applicable, have taken reasonable corrective action to prevent further improper action and do not reasonably expect any material liabilities with respect to any such allegations.
(d) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon ERC or any of its Subsidiaries to do or refrain from doing any act or place a material financial obligation on ERC or any of its Subsidiaries.
(e) Except as set forth in Section 4.20(e) of the ERC Disclosure Letter, there are no Contracts, written or oral, between ERC or any of its Subsidiaries on one side, and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by ERC or of any of its Subsidiaries to provide services in connection with the transactions contemplated in this Agreement) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement (including any bonus, fee, retention payment, change of control payment, distribution, remuneration, and acceleration of compensation).
(f) No union representation exists, no certified association holds bargaining rights respecting the employees of ERC or of any of its Subsidiaries, and, to ERC’s Knowledge, no association of employees has applied to be certified as the bargaining agent of any of the employees of ERC or of any of its Subsidiaries. Neither ERC nor any of its Subsidiaries is a party to any collective bargaining agreement, letter of understanding or letter of intent with any certified association or association of employees, and no collective bargaining agreement, letter of understanding or letter of intent relating to labour or employment matters is currently being negotiated by ERC or any of its Subsidiaries. No other action has been taken or, to the knowledge of ERC, is contemplated to organize or unionize any employees of ERC or of any its Subsidiaries. There are no existing or, to the knowledge of ERC, threatened, labour strikes or labour disputes, work stoppages or slowdowns, controversies, material disputes or other labour troubles affecting ERC or any of its Subsidiaries.
(g) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits have either been paid or are accurately reflected in the Books and Records of ERC and its Subsidiaries. All liabilities in respect of the employees and Independent Contractors of ERC and its Subsidiaries have or shall have been paid before or accrued to Closing, including termination pay, severance pay, or other termination damages or expenses, premium contributions, remittances and assessments for employment insurance, employer health tax, Canada Pension Plan, income tax, workers’ compensation and any other employment-related legislation.
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(h) The ERC Benefit Plans are as set out in Section 4.20(h) of the ERC Disclosure Letter.
(i) With respect to each ERC Benefit Plan, true and complete copies of each of the following documents, if applicable, have been made available to the Parties: (i) the document(s) establishing and supporting the current terms of the ERC Benefit Plan and amendments thereto; (ii) all employee booklets; and (iii) all other Contracts to the ERC Benefit Plan.
(j) Each ERC Benefit Plan has been maintained, funded, administered, invested and operated in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such ERC Benefit Plans, in each case in all material respects.
(k) There are no actions, suits or claims pending, or, to ERC’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against ERC or any Subsidiary, and there are no audits, inquiries or proceedings pending or, to the knowledge of ERC, threatened by any Governmental Authority with respect to ERC or any Subsidiary, which in either case reasonably would be expected to result in material liability to ERC.
(l) All contributions, distributions, reimbursements and premium payments required to be made with respect to any ERC Benefit Plan on or before the Effective Date have been made or properly accrued.
(m) No ERC Benefit Plan provides, and ERC and its Subsidiaries do not have any obligation to provide, post-retirement or other post-termination medical benefits to any current or former director, officer, service provider or employee of ERC or any of its Subsidiaries, or their respective survivors, dependents or beneficiaries, except as may be required by Applicable Laws.

Section 4.21 Consideration Shares

The Consideration Shares will, when issued in accordance with the terms of this Agreement, be duly authorized and validly issued as fully paid and non-assessable shares in the capital of ERC free and clear of all Encumbrances except for those contained in ERC’s constating documents, and pursuant to Applicable Laws.

Section 4.22 Taxes

Except as set forth in Section 4.22 of the ERC Disclosure Letter:

(a) ERC and its Subsidiaries have duly and timely filed all their Tax Returns with all appropriate Governmental Authorities. Each such Tax Return was true, correct and complete in all respects. All Taxes due and payable by each of ERC and its Subsidiaries (whether or not shown due on any Tax Returns and whether or not assessed or reassessed by the appropriate Governmental Authority) have been paid. There are no Encumbrances as a result of any unpaid Taxes upon any of the assets of any of ERC and its Subsidiaries (other than ERC Permitted Encumbrances), and to ERC’s Knowledge, no such Encumbrance is currently threatened or contemplated to be filed by any Governmental Authority.
(b) Adequate provision has been made in accordance with IFRS in the Books and Records of each of ERC and its Subsidiaries for all Taxes payable in respect of ERC and its Subsidiaries’ Business and Assets. Neither ERC nor any of its Subsidiaries has incurred any material liability for Taxes, except in the Ordinary Course, since the end of the most recent taxation year of such Person for which a Tax Return has been filed.
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(c) ERC and its Subsidiaries have not received any notice from any Governmental Authority that it is taking steps to assess any additional Taxes against ERC or its Subsidiaries for any period for which Tax Returns have been filed and there are no actual or pending audit investigations or other Actions of, or against, ERC or its Subsidiaries by any Governmental Authority relating to Taxes. No Governmental Authority has given notice of any intention to assert any deficiency or claim for additional Taxes against ERC or its Subsidiaries. There are no matters under audit or appeal with any Governmental Authority relating to Taxes of any of ERC or its Subsidiaries.
(d) ERC and its Subsidiaries have duly and timely withheld or collected the proper amount of Taxes that are required by Applicable Laws to be withheld or collected (including Taxes and other amounts required to be withheld by it in respect of any Person, including any employee, officer or director and any Person not resident in Canada for purposes of the Tax Act) and have duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required to be remitted by ERC and its Subsidiaries.
(e) None of ERC or its Subsidiaries have waived any statute of limitation in respect of Taxes or agreed to any extension of time within which: (i) to file any Tax Return covering any Taxes for which ERC or its Subsidiaries are or may be liable; (ii) ERC or its Subsidiaries are required to pay or remit amounts on account of Taxes; or (iii) any Governmental Authority may assess or collect Taxes for which ERC or its Subsidiaries may be liable. None of ERC or its Subsidiaries are a party to, or bound by, any Tax indemnity, Taxsharing or Tax-allocation agreement, and no Tax rulings have been requested or issued by any Tax authority with respect to any of ERC or its Subsidiaries.
(f) Neither ERC nor any of ERC’s Subsidiaries are a non-resident of Canada within the meaning of the Tax Act.
(g) ERC is a taxable Canadian corporation for the purposes of the Tax Act.

Section 4.23 Related Party Transactions

Except as set forth in Section 4.23 of the ERC Disclosure Letter:

(a) ERC has not made any payment or loan to, or borrowed any monies from or are otherwise indebted to, any officer, director, employee, trustee or shareholder of ERC, any ERC Subsidiary, or any Person with whom ERC is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate or spouse of any of the foregoing.
(b) To ERC’s Knowledge, no officer, director, employee, trustee or shareholder of ERC, any ERC Subsidiary, or any Person with whom ERC is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate or spouse of any of the foregoing: (i) possesses, directly or indirectly, any financial interest in, or is a director, officer or employee of, any Person that is a competitor or supplier, dealer, lessor or lessee of ERC; or (ii) has any interest in any assets used or held for use by ERC.

Section 4.24 Books and Records

The Books and Records of ERC and the ERC Subsidiaries are complete and correct in all material respects and have been maintained in accordance with sound business practices. The minute books of ERC and the ERC Subsidiaries contain accurate records of all meetings, and resolutions in writing of, the shareholders, the board of directors and any committees of the board of directors of each of ERC and the ERC Subsidiaries, and no meeting, or resolution in writing, of any such shareholders, board of directors or

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committee has been held for which minutes or resolutions in writing have not been prepared and are not contained in such minute books.

Section 4.25 Brokers

Except as set forth in Section 4.25 of the ERC Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of ERC.

Section 4.26 Anti-Money Laundering

Neither ERC, the ERC Subsidiaries nor any of their directors, officers or employees or agents, consultants or representatives:

(a) has violated, and ERC’s execution and delivery of and performance of its obligations under this Agreement will not violate, any Applicable Laws related to money laundering or government guidance regarding anti-money laundering and international anti-moneylaundering principles or procedures of an intergovernmental group or organization and any executive order, directive or regulation under the authority of any of the foregoing, or any orders or licences issued thereunder, in each case to which any of the ERC Subsidiaries or ERC is subject;
(b) has, in the course of its actions for, or on behalf of, any of ERC (A) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) paid or received any bribe or otherwise unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, (C) violated or taken any act that would violate any provision of the CFPOA, the FCPA or other similar Applicable Laws of other jurisdictions, (D) violated or taken any act that would violate any provision of the Bribery Act (UK) or other similar Applicable Laws of other jurisdictions, (E) violated or taken any act that would violate the SEMA or other similar Applicable Laws of other jurisdictions, or (F) violated or taken any act that would violate the FACFOA or other similar Applicable Laws of other jurisdictions, in each case to which any of ERC or the ERC Subsidiaries are subject;
(c) has, directly or indirectly, taken any action in violation of any export restrictions, antiboycott regulations, embargo regulations or other similar applicable Canadian, United States or other foreign Applicable Laws;
(d) is a “specially designated national” or “blocked person” under United States sanctions administered by the OFAC, a Person identified under SEMA, FACFOA or any United Nations resolution or regulation or otherwise a target of economic sanctions under other similar applicable Canadian, United States or foreign Applicable Laws; or
(e) to ERC’s Knowledge has engaged in any business with any Person with whom, or in any country in which it is prohibited for a Person to engage under SEMA, FACFOA, any United Nations resolution or regulation or any other Applicable Laws or it is prohibited for a U.S. Person to engage under Applicable Laws or under applicable United States sanctions administered by OFAC.

Section 4.27 Investment Canada Act

ERC is not a “non-Canadian” within the meaning of the Investment Canada Act.

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Section 4.28 No Cease Trade Orders

ERC is a “reporting issuer” or its equivalent under the securities legislation in the Provinces of British Columbia, Alberta and Quebec and not on the list of reporting issuers in default under applicable Securities Laws. No order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of ERC has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or, to ERC’s Knowledge, are pending, contemplated or threatened by any Governmental Authority.

Section 4.29 Internal Controls Over Financial Reporting

(a) ERC has disclosed to ROCK and MAS all audit findings and recommendations related to weaknesses and deficiencies in internal controls over financial reporting noted in the past by ERC’s auditors and has addressed, or is the process of addressing any noted deficiencies to ERC’s auditor’s satisfaction.
(b) To ERC’s Knowledge, prior to the date of this Agreement there is no fraud, whether or not material, that involves management or other employees who have a significant role in ERC’s internal control over financial reporting. Since December 31, 2022, and prior to the date of this Agreement, ERC has received no (i) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (ii) expressions of concern from employees of ERC regarding questionable accounting or auditing matters.
(c) ERC has the requisite people, processes, systems and controls to meet all continuous disclosure requirements required by the BCSC as detailed in National Instrument 51-102 – Continuous Disclosure Obligations .

Section 4.30 No Powers of Attorney

There are no outstanding powers of attorney or other authorizations granted by ERC or any of its Subsidiaries to any Third Party to bind ERC or any of its Subsidiaries to any Contract, liability or obligation.

Section 4.31 Indemnification Agreements

Except for the agreements set out in Section 4.31 of the ERC Disclosure Letter, correct and complete copies of which have been provided to ERC, neither ERC nor any of its Subsidiaries is party to any indemnity agreements and any similar agreements that obligate ERC or a Subsidiary of ERC to indemnify any other party that would reasonably be expected to have a Material Adverse Effect.

Section 4.32 Employment, Severance and Change of Control Agreements

Except for the agreements set out in Section 4.32 of the ERC Disclosure Letter, correct and complete copies of which have been provided to ROCK and MAS, neither ERC nor any of its Subsidiaries is a party to any employment, consulting, change of control and severance agreements providing for severance payments in material excess of the amount that would result by Applicable Laws from the employment of an employee without an agreement as to notice or severance.

Section 4.33 Acceleration of Benefits

Except as set out in Section 4.33 of the ERC Disclosure Letter, no person will, as a result of any of the transactions contemplated herein or in this Agreement, become entitled to (i) any retirement, severance, bonus or other similar payment from ERC, (ii) the acceleration of the vesting, funding or the time to exercise of any outstanding stock option or employee or director awards of ERC, or any compensation or benefit due to any Person under any ERC Benefit Plan, (iii) the forgiveness or postponement of payment of any

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indebtedness owing by such person to ERC, or (iv) receive any additional or increased payments or compensation under or in respect of any employee or director benefits or incentive or other compensation plans or arrangements from ERC.

Section 4.34 Board Approval

The ERC Board has authorized the entering into of this Agreement and the performance by ERC of its obligations under this Agreement, and no action has been taken to amend or supersede such determinations, resolutions or authorizations.

Section 4.35 Public Disclosure

ERC has filed the ERC Public Documents that ERC is required to file under applicable Securities Laws (for the applicable period). Such ERC Public Documents, at the time filed, (A) did not contain any Misrepresentation, and (B) complied in all material respects with the requirements of applicable Securities Laws. Any amendments to such ERC Public Documents required to be made have been filed with the applicable Governmental Authority. To ERC’s Knowledge, none of the ERC Public Documents is the subject of ongoing review or outstanding investigation by any Securities Authority and there are no outstanding or unresolved comments received from a Securities Authority with respect to any of the ERC Public Documents. To the extent that any ERC Public Documents contain material redactions pursuant to a request for confidential treatment or otherwise, ERC has made available to ROCK and MAS the full text of all such ERC Public Documents.

Section 4.36 Full Disclosure

No representation or warranty by ERC in this Agreement and no statement contained in the ERC Disclosure Letter to this Agreement or any certificate or other document furnished or to be furnished to ROCK or MAS under this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in the light of the circumstances in which they are made, not misleading.

Section 4.37 U.S. Securities Laws Matters

(a) ERC is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
(b) Neither ERC nor any of its Subsidiaries has, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is ERC subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the U.S. Exchange Act.
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SCHEDULE V

REPRESENTATIONS AND WARRANTIES OF ROCK

Section 5.01 Corporate Status and Authorization of ROCK

ROCK and each of the ROCK Subsidiaries is duly incorporated, amalgamated or formed, as applicable, and validly existing under the laws of its jurisdiction of incorporation or formation, as applicable, and has not been discontinued or dissolved under such laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or the bankruptcy, insolvency, liquidation or winding up of ROCK or any of the ROCK Subsidiaries.

ROCK and each of the ROCK Subsidiaries has submitted all material notices or returns of corporate information and other filings required by Applicable Laws to be submitted by it to any Governmental Authority. ROCK and each of the ROCK Subsidiaries has the corporate power and capacity to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted.

Section 5.01 of the ROCK Disclosure Letter sets forth each jurisdiction in which ROCK and each of the ROCK Subsidiaries carry on business. ROCK and each of the ROCK Subsidiaries is duly licensed or registered to carry on business (or have been granted relief to be so licensed or registered by the appropriate Governmental Authority) and has submitted all notices or returns of corporate information and other filings required by Applicable Laws to be submitted by it to any Governmental Authority in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or registration necessary, except where such failure would not, individually or in the aggregate, have a Material Adverse Effect. All corporate actions taken by ROCK and each of the ROCK Subsidiaries in connection with this Agreement have been or will be duly authorized on or before the Effective Date, subject to obtaining the required approval of the ROCK Shareholders. True and complete copies of the constating documents of ROCK and each of the ROCK Subsidiaries have been disclosed to ERC and MAS, and, other than as contemplated by this Agreement, no actions have been taken to amend or supersede such constating documents of ROCK and each of the ROCK Subsidiaries. This Agreement has been duly executed and delivered by ROCK, and (assuming due authorization, execution and delivery by ERC and MAS), this Agreement constitutes a legal, valid and binding obligation of ROCK enforceable against ROCK in accordance with its terms.

Section 5.02 Capitalization

(a) Section 5.02(a) of the ROCK Disclosure Letter sets forth (i) the authorized capital of ROCK, and (ii) the issued and outstanding securities in the capital of ROCK, as of the date hereof. All such ROCK Shares have been duly authorized, are validly issued, fully paid and non-assessable.
(b) All the ROCK Shares were issued in compliance with Applicable Laws. None of the ROCK Shares were issued in violation of any agreement, arrangement or commitment to which ROCK is a party or are subject to or in violation of any pre-emptive or similar rights of any Person.
(c) Except as set forth in Section 5.02(c) of the ROCK Disclosure Letter, as of the date hereof, (i) there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital of ROCK or obligating ROCK to issue or sell any shares of, or any other interest in, ROCK, (ii) ROCK does not have outstanding or authorized any share appreciation, phantom share, profit participation or similar rights except as set out in the
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ROCK Option Plan, (iii) there are no voting trusts or agreements, pooling agreements, unanimous shareholder agreements or other shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the ROCK Shares, and (iv) no Person has any Contract, right or privilege (whether by Applicable Laws, pre-emptive or contractual granted by ROCK) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of ROCK or ROCK Subsidiaries.

(d) No securities of ROCK are owned by any of its Subsidiaries.

Section 5.03 Subsidiaries

(a) Other than as set forth in Section 5.03(a) of the ROCK Disclosure Letter: (i) ROCK does not own, or have any material interest in any shares or securities of, or another material ownership interest in, any other Person; and (ii) none of the ROCK Subsidiaries are currently prohibited, directly or indirectly, from paying any dividends to ROCK, from making any other distribution on such Subsidiary’s capital stock, or from repaying to ROCK any loans or advances to such Subsidiary.
(b) The following information with respect to each of the ROCK Subsidiaries is accurately set out, as at the date hereof, in Section 5.03(b) of the ROCK Disclosure Letter: (i) its name; (ii) ROCK’s percentage equity ownership of it; and (iii) its jurisdiction of incorporation, organization or formation.
(c) ROCK is, directly or indirectly, the registered and beneficial owner of all of its issued and outstanding securities of the ROCK Subsidiaries free and clear of all material Encumbrances (other than Encumbrances set forth in the ROCK Financial Statements or ROCK Permitted Encumbrances), and all of the issued and outstanding securities of the ROCK Subsidiaries have been duly and validly authorized and issued, are fully paid, and if such entity is a corporation, are non-assessable. No securities of the ROCK Subsidiaries have been issued in violation of any Applicable Laws or pre-emptive or similar rights. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any securities or other ownership interests in any of the ROCK Subsidiaries.
(d) ROCK has no Subsidiaries other than the ROCK Subsidiaries.

Section 5.04 No Conflicts; Consents

The execution, delivery and performance by ROCK of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not, subject to the receipt of the required approval of the ROCK Shareholders and the Court: (a) conflict with or result in a violation or breach of, or default under, any provision of the Articles, by-laws, unanimous shareholder agreements or other constating documents of ROCK; (b) materially conflict with or result in a material violation or breach of any provision of any Applicable Laws or Governmental Order applicable to ROCK or ROCK Subsidiaries (subject to the receipt of the Required Approvals); or (c) except as set forth in Section 5.04 of the ROCK Disclosure Letter, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any ROCK Material Contract to which ROCK or any ROCK Subsidiary is a party or by which ROCK or any ROCK Subsidiary is bound or to which any of its material Assets are subject or any material Permit affecting the Assets or Business of ROCK and the ROCK Subsidiaries, taken as a whole. Except as set forth in Section 5.04 of the ROCK Disclosure Letter and other than the Required Approvals, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority

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is required by or with respect to ROCK in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such consents, approvals, Authorizations, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a Material Adverse Effect.

Section 5.05 Financial Statements

(a) Complete copies of the ROCK Financial Statements are set forth in Section 5.05 of the ROCK Disclosure Letter. The ROCK Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the period involved, subject, in the case of interim financial statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse).
(b) The ROCK Financial Statements: (i) have been prepared in accordance with IFRS as issued by the International Accounting Standards Board and interpretations issued by the IFRS Interpretations Committee; and (ii) fairly present in all material respects the ROCK Properties, Assets, liabilities and financial position of ROCK and its Subsidiaries as of the respective dates they were prepared and the results of the operations of ROCK and its Subsidiaries for the periods covered thereby.
(c) ROCK and its Subsidiaries maintain a standard system of accounting established and administered in accordance with IFRS.
(d) There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of ROCK or any of its Subsidiaries with unconsolidated entities or other Persons which are not reflected in the ROCK Financial Statements.
(e) ROCK and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization and (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets.

Section 5.06 Undisclosed Liabilities

ROCK and its Subsidiaries have no liabilities (accrued, absolute, contingent or otherwise), except: (a) those that are adequately reflected or reserved against in the ROCK Balance Sheet as of the ROCK Balance Sheet Date; and (b) those that have been incurred in the Ordinary Course since the ROCK Balance Sheet Date.

Section 5.07 Absence of Certain Changes, Events and Conditions

Since the ROCK Balance Sheet Date, and other than in the Ordinary Course, as disclosed in Section 5.07 of the ROCK Disclosure Letter or as expressly contemplated by this Agreement:

(a) ROCK and the ROCK Subsidiaries have not taken or failed to take any action which, if taken after the date of this Agreement, would constitute a breach of the Agreement or would reasonably be expected to have a Material Adverse Effect; and
(b) there has not been, with respect to ROCK and the ROCK Subsidiaries, as applicable, any:
(i) event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(ii) amendment of the Articles, by-laws or other constating documents of ROCK;
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(iii) material change in any method of accounting or accounting practice of ROCK, except as required by IFRS or as disclosed in the notes to the ROCK Financial Statements;
(iv) split, consolidation or reclassification of any ROCK Shares;
(v) declaration or payment of any dividends or distributions on or in respect of any ROCK Shares or redemption, retraction, purchase or acquisition of any ROCK Shares;
(vi) material change in ROCK’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(vii) entry into any Contract that would constitute a ROCK Material Contract;
(viii) acceleration, termination, material modification to or cancellation of any ROCK Material Contract;
(ix) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the Ordinary Course or that are not, individually or in the aggregate, in excess of $50,000;
(x) transfer, assignment, sale or other disposition of any of the Assets shown or reflected in the ROCK Balance Sheet or cancellation of any debts or entitlements;
(xi) transfer, assignment, sale, option, joint venture or grant of any royalty with respect to any with respect to any ROCK Property;
(xii) any capital investment in, or any loan to, any other Person (other than as between ROCK and its Subsidiaries);
(xiii) any material capital expenditures;
(xiv) loan to (or forgiveness of any loan to), or entry into any other transaction with, any related party (within the meaning of the Tax Act), including any shareholder;
(xv) purchase, lease or other acquisition of the right to own, use or lease any Assets of ROCK for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course;
(xvi) imposition of any Encumbrance (other than a ROCK Permitted Encumbrance) upon any of the ROCK Shares, ROCK Properties or Assets of ROCK, tangible or intangible;
(xvii) entry into a new line of business or abandonment or discontinuance of existing lines of business;
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(xviii) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by ROCK or any ROCK Subsidiary or their creditors seeking to adjudicate any of ROCK or the ROCK Subsidiaries as bankrupt or insolvent, making a proposal with respect to any of ROCK or the ROCK Subsidiaries under any Applicable Laws relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for ROCK or the ROCK Subsidiaries or for any substantial part of their respective Assets;
(xix) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof;
(xx) action by ROCK or a ROCK Subsidiary to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction, in each case, that would have the effect of materially increasing a Tax liability; or
(xxi) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 5.08 Material Contracts

Except as set forth in Section 5.08 of the ROCK Disclosure Letter, each ROCK Material Contract is valid and binding on ROCK or a ROCK Subsidiary, as applicable, in accordance with its terms and is in full force and effect. Except as set forth in Section 5.08 of the ROCK Disclosure Letter, none of ROCK or the ROCK Subsidiaries or, to ROCK’s Knowledge, any other party thereto is in material breach of or default under (or is alleged to be in material breach of or default under), or has provided or received any notice of any intention to terminate, any ROCK Material Contract. Except as set forth in Section 5.08 of the ROCK Disclosure Letter, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any ROCK Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder, except as would not reasonably be expected to have a Material Adverse Effect. To ROCK’s Knowledge, complete and correct copies of each ROCK Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to ERC.

Section 5.09 Leases

(a) Section 5.09 of the ROCK Disclosure Letter sets forth a list of all of the Leases.
(b) With respect to the Leased Real Property:
(i) ROCK has delivered or made available to ERC and MAS true, complete and correct copies of any, and all, Leases and has not withheld any information of a material nature relating to the Leases;
(ii) Except as set forth in Section 5.09 of the ROCK Disclosure Letter, ROCK and the ROCK Subsidiaries are not a sublessor or grantor under any of the Leases, occupancy agreement or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of the Leased Real Property pursuant to the Leases;
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(iii) Except as disclosed in Section 5.09 of the ROCK Disclosure Letter, as of the date hereof, each of the Leases: (A) are in good standing, (B) are in full force and effect without amendment, and (C) creates a good and valid leasehold interest and no default has occurred by the tenant under any of the Leases which has not been cured, and no event has occurred that with notice or lapse of time or both, would constitute a material breach of default thereof or permit termination, modification or acceleration thereunder;
(iv) No party to the Leases is in material breach of any terms or conditions thereunder; (v) Save and except for the approvals, consents and waivers that are listed in Section 5.04 of the ROCK Disclosure Letter, no consent or action is required in order for the Leases to remain in full force and effect following the Effective Date;
(vi) The Leased Real Property is adequate and suitable for the purposes for which it is presently being used and is sufficient in all material respects for the use and operation of the Business in the Ordinary Course; and
(vii) There are no Actions pending nor, to ROCK’s Knowledge, threatened, against any ROCK or any ROCK Subsidiary under the Leases.

Section 5.10 Condition and Sufficiency of Assets

ROCK and the ROCK Subsidiaries own all of the material personal properties and assets that they purport to own, with good and valid title thereto, free and clear of any material Encumbrance, other than ROCK Permitted Encumbrances. ROCK and the ROCK Subsidiaries hold at the Effective Date all the assets, rights and personal property (whether owned, leased, licensed or contracted for), necessary to enable ROCK and the ROCK Subsidiaries to: (i) conduct and operate their business substantially in the same manner as it was conducted and operated immediately prior to the Effective Date; and (ii) perform and satisfy all of the obligations of ROCK and the ROCK Subsidiaries under the ROCK Material Contracts.

Section 5.11 Interest in ROCK Properties

Section 5.11 of the ROCK Disclosure Letter provides a listing of all ROCK Properties, which constitute all of the assets necessary to perform the operation of its business as presently conducted, and:

(a) other than as disclosed in Section 5.11 of the ROCK Disclosure Letter, each of ROCK and its Subsidiaries is the sole legal and registered owner, and has valid and sufficient right, title and interest, free and clear of any title defect or Encumbrance in all material respects to the ROCK Properties, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and
(b) other than as disclosed in Section 5.11 of the ROCK Disclosure Letter, each of ROCK and its Subsidiaries is entitled to the material benefits of all of its:
(i) material properties and assets of any nature whatsoever;
(ii) all mineral rights, including all the ROCK Properties; and
(iii) Assets reflected in the ROCK Balance Sheet,

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(c) All material mineral tenures and mining claims in which ROCK or any of its subsidiaries has an interest or right, including the ROCK Properties have been validly located, recorded and issued in accordance with Applicable Laws in all material respects, and are valid and subsisting in all material respects.
(d) Other than as disclosed in 5.11 of the ROCK Disclosure Letter, each of ROCK and its Subsidiaries has all necessary material surface rights, access rights and other rights and interests relating to:
(i) its mineral tenures and mining claims; and
(ii) any fixed assets or personal property of ROCK or its Subsidiaries situate thereon or relating thereto,

granting ROCK or its Subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the ROCK Public Documents, with only such exceptions as do not materially interfere with the use made by ROCK or its Subsidiaries of the rights or interests so held.

(e) Each of the material mineral tenures and mining claims, and each of the material documents, agreements, instruments and obligations relating thereto, is currently in good standing in the name of ROCK or its Subsidiaries and free and clear of all material Encumbrances.
(f) ROCK and its subsidiaries have the exclusive right to deal with the ROCK Properties and any fixed assets or personal property of ROCK or its subsidiaries situate thereon or relating thereto in all material respects.
(g) Other than as disclosed in Section 5.11 of the ROCK Disclosure Letter, no person or entity of any nature whatsoever other than ROCK or its subsidiaries has any material interest in the ROCK Properties or any right to acquire or otherwise obtain any such interest.
(h) Other than as disclosed in Section 5.11 of the ROCK Disclosure Letter, there are no backin rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would materially affect ROCK’s or its Subsidiaries’ interests in the ROCK Properties, and no such rights are threatened.
(i) Neither ROCK nor any of its subsidiaries has received any material notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the ROCK Properties.
(j) The ROCK Properties are in good standing under and comply with all Applicable Laws and all: (i) work required to be performed has been performed; (ii) Taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred; and (iii) filings in respect thereof have been made, with only such exceptions as do not materially interfere with the use made by ROCK or its subsidiaries of the rights or interests so held.
(k) Other than as disclosed in Section 5.11 of the ROCK Disclosure Letter, there are no material adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of ROCK, that are threatened, affecting or which could affect ROCK’s or any of its subsidiaries’:
(i) right, title or interest in the ROCK Properties;
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(ii) the ability of ROCK or its subsidiaries to explore or develop the ROCK Properties; or
(l) which might involve the possibility of any judgement or liability affecting the ROCK Properties.

Section 5.12

Expropriation

(a) No ROCK Property or any other property or asset of ROCK or any of its subsidiaries has been taken or expropriated by any Governmental Authority and no notice or proceeding in respect thereof been given or commenced nor, to the knowledge of ROCK, is there any intent or proposal to give any such notice or to commence any such proceeding.
(b) To the knowledge of ROCK, there is no material claim, complaint or other proceeding initiated by or on behalf of any party, including any native group or any local community, or to which any native group, local community or similar group is legally a necessary party pending or, to the knowledge of ROCK, threatened by any party, including any native group, local community or similar group, with respect to ROCK’s Permits, the ROCK Properties or any operations thereon.

Section 5.13 Aboriginal Matters

(a) No ROCK Property or any other property or asset of ROCK or any of its subsidiaries has been taken or expropriated by any Governmental Authority and no notice or proceeding in respect thereof been given or commenced nor, to the knowledge of ROCK, is there any intent or proposal to give any such notice or to commence any such proceeding.
(b) To the knowledge of ROCK, neither ROCK nor any of its subsidiaries has received any written or oral, notice of any Aboriginal Claim made by any Aboriginal Peoples which relates to, affects, or could reasonably be expected to affect or impair ROCK’s or any of its Subsidiaries’ right, title or interest in the ROCK Properties.
(c) To the knowledge of ROCK, no Aboriginal Claim is threatened by any Aboriginal Peoples which relates to, affects, or could reasonably be expected to affect or impair, ROCK’s or any of its Subsidiaries’ right, title or interest in the ROCK Properties.
(d) There are no current, pending or, to the knowledge of ROCK, threatened Aboriginal Claims that could reasonably be expected to prevent or materially impair, the exploration, development, construction and operation of ROCK’s or any of its subsidiaries’ right, title or interest in the ROCK Properties.
(e) No blockade, occupation, illegal action or on-site protest by any Aboriginal Peoples has occurred in connection with the activities on the ROCK Properties.
(f) There is no memorandum of agreement, exploration, impact and benefit or any other agreement between ROCK or any of its subsidiaries and any Aboriginal Peoples respecting the ROCK Properties.
(g) No Aboriginal Information has been received by ROCK or any of its subsidiaries which could reasonably be expected to have a Material Adverse Effect.

Section 5.14 ROCK Technical Report

(a) The ROCK Property that is the subject of the ROCK Technical Report constitutes the only material project of ROCK for the purposes of NI 43-101.
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(b) The ROCK Technical Report complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared.
(c) ROCK made available to the authors of the ROCK Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided.
(d) ROCK does not have knowledge of any material change in the facts and assumptions underlying the estimates in the ROCK Technical Report, as updated through the ROCK Public Documents, that would reasonably be expected to result in a material change in any production, cost, price, reserves, resources or other relevant information provided in the ROCK Technical Report as updated through the ROCK Public Documents.
(e) All of the material assumptions underlying the mineral resource and mineral reserve estimates in the ROCK Public Documents are reasonable and appropriate.
(f) The estimates of mineral resources and mineral reserves as described in the ROCK Public Documents comply in all material respects with NI 43-101.
(g) The information set forth in the ROCK Public Documents relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by ROCK and its consultants in accordance with methods generally applied in the mining industry and conforms to the requirements of NI 43-101 and, in all material respects, to applicable Securities Laws.
(h) ROCK is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby.
(i) There has been no material change of which ROCK is or should be aware that would materially disaffirm or materially change any aspect of the ROCK Technical Report or that would require the filing of a new technical report under NI 43-101.

Section 5.15 Insurance

The policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workplace safety and insurance, workers’ compensation, vehicle, directors’ and officers’ liability, fiduciary liability and other casualty and property insurance maintained by ROCK or its Subsidiaries and relating to the ROCK Properties, Assets, Business, operations, employees, officers and directors of ROCK and its Subsidiaries (collectively, the “ ROCK Insurance Policies ”) are in full force and effect in all material respects and shall remain in full force and effect in all material respects following the consummation of the transactions contemplated by this Agreement. Neither ROCK nor any of its Subsidiaries has received any written notice of cancellation of, discontinuation of, premium increase with respect to, or any alteration of coverage under, any ROCK Insurance Policies. All premiums due on the ROCK Insurance Policies have either been paid or, if due and payable before the Effective Date, will be paid before the Effective Date in accordance with the payment terms of each ROCK Insurance Policy. The ROCK Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of ROCK. All such ROCK Insurance Policies: (a) are valid and binding in accordance with their terms; and (b) have not been subject to any lapse in coverage. There are no claims related to the Business of ROCK pending under any ROCK Insurance Policies as to which coverage has been questioned, denied or disputed, or in respect of which there is an outstanding reservation of rights. None of ROCK or any of its Subsidiaries is in default under, or has otherwise failed to comply with, in any material respect, any provision contained

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in any ROCK Insurance Policy. The ROCK Insurance Policies, to ROCK’s Knowledge, are of the type and in the amounts customarily carried by Persons conducting a business that is similar to the Business of ROCK and the ROCK Subsidiaries and are sufficient for compliance with all Applicable Laws and Contracts to which ROCK and the ROCK Subsidiaries are a party or by which they are bound.

Section 5.16 Legal Proceedings

(a) Except as set forth in Section 5.16(a) of the ROCK Disclosure Letter, (i) there are no Actions pending or, to ROCK’s Knowledge, threatened: (A) against or by ROCK or the ROCK Subsidiaries affecting any of their Assets (or by or against ROCK or any Affiliate thereof and relating to the ROCK Subsidiaries or any of their respective Affiliates); or (B) against or by ROCK or any of the ROCK Subsidiaries that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, in any such case as would reasonably be expected to have a Material Adverse Effect, and (ii) no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action which would reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in Section 5.16(b) of the ROCK Disclosure Letter, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting ROCK or any of the ROCK Subsidiaries or any of their Assets.

Section 5.17 Restrictions on Business Activities

Except as set forth in Section 5.17 of the ROCK Disclosure Letter, there is no ROCK Material Contract or Governmental Order binding upon ROCK or any of the ROCK Subsidiaries that has or would reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of ROCK or any of the ROCK Subsidiaries or the conduct of the Business of ROCK or any of the ROCK Subsidiaries as currently conducted (including following the Transaction contemplated by this Agreement) where the same would reasonably be expected to result in a Material Adverse Effect.

Section 5.18 Compliance with Laws; Authorizations

(a) ROCK and the ROCK Subsidiaries have complied, and are now complying, in all material respects, with all Applicable Laws relating to them and their Business and Assets and the ROCK Properties.
(b) All Authorizations required for ROCK and the ROCK Subsidiaries to conduct their Business as presently conducted or for the ownership and use of their Assets and the ROCK Properties in compliance with Applicable Laws have been obtained and are valid and in full force and effect. All fees and charges with respect to such Authorizations as of the date hereof have been paid in full. Section 5.18(b) of the ROCK Disclosure Letter lists all current Authorizations issued to ROCK and the ROCK Subsidiaries, including the names of the Authorizations and their respective dates of issuance and expiration. Except as disclosed in Section 5.18(b) of the ROCK Disclosure Letter, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Authorization listed in Section 5.18(b) of the ROCK Disclosure Letter.
(c) Except as disclosed in Section 5.18(c) of the ROCK Disclosure Letter, other than the Required Approvals, no registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby:
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(i) to avoid the loss of any Authorization or any ROCK Property or Asset, other property or right of ROCK or the ROCK Subsidiaries pursuant to the terms thereof, or the violation or breach of any Applicable Laws; or
(ii) to enable ROCK or the ROCK Subsidiaries to hold and enjoy the same immediately after the Effective Date in the conduct of their Business as conducted prior to the Effective Date.
(d) All material written correspondence or written notice received from any Governmental Authority in relation to Authorizations used in the conduct of the business of ROCK and the ROCK Subsidiaries have been made available to ERC and MAS.

Section 5.19 Environmental Matters

(a) ROCK and its Subsidiaries have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws.
(b) The ROCK Properties and assets of ROCK and its Subsidiaries have materially complied and currently materially comply with all applicable Environmental Laws.
(c) ROCK and its Subsidiaries have obtained from the relevant Governmental Authorities any Environmental Permits required to conduct their previous and current businesses and such Environmental Permits remain valid and in good standing on the date hereof and will be valid and in good standing on the Effective Date.
(d) Other than as disclosed in Section 5.19 of the ROCK Disclosure Letter, neither ROCK nor any of its Subsidiaries is subject to any material contingent or other liability relating to:
(i) the restoration or rehabilitation of land, water or any other part of the Environment;
(ii) mine closure, reclamation, remediation or other post-operational requirements; or
(iii) non-compliance with Environmental Laws;
(e) Other than as disclosed in Section 5.19 of the ROCK Disclosure Letter, ERC is not aware of any facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.

Section 5.20 Employment Matters

(a) ROCK has made available to the other Parties the form(s) of the Contracts executed by each of the current employees and Independent Contractors of ROCK and its Subsidiaries and the Contracts of all such employees and Independent Contractors are substantially in the form(s) of the Contracts made available to the Parties, and do not materially deviate therefrom.
(b) ROCK and the ROCK Subsidiaries have complied in all material respects with all Applicable Laws pertaining to the employment or termination of employment of their employees or termination of the engagement of the Independent Contractors, including those pertaining to employment standards practices, labour relations, classification of workers, workers’ compensation, pay equity, occupational health and safety, human rights and accommodation obligations, employment immigration, employee privacy, language of labour relations (French language requirements) and similar legislation, including payment
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in full of all amounts owing thereunder other than such non-compliance which would not reasonably be expected to have a Material Adverse Effect. There are no material claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers’ compensation legislation, occupational health and safety legislation, pay equity legislation or similar legislation nor, to ROCK’s Knowledge, has any event occurred which may give rise to any of the foregoing.

(c) ROCK and the ROCK Subsidiaries have reasonably investigated all harassment, sexual harassment, discrimination, retaliation or policy violation allegations of which they are aware. With respect to each such allegation with potential merit, ROCK or the ROCK Subsidiaries, as applicable, have taken reasonable corrective action to prevent further improper action and do not reasonably expect any material liabilities with respect to any such allegations.
(d) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon ROCK or any of its Subsidiaries to do or refrain from doing any act or place a material financial obligation on ROCK or any of its Subsidiaries.
(e) Except as set forth in Section 5.20 of the ROCK Disclosure Letter, there are no Contracts, written or oral, between ROCK or any of its Subsidiaries on one side, and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by ROCK or of any of its Subsidiaries to provide services in connection with the Transaction) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement (including any bonus, fee, retention payment, change of control payment, distribution, remuneration, and acceleration of compensation).
(f) No union representation exists, no certified association holds bargaining rights respecting the employees of ROCK or of any of its Subsidiaries, and, to the ROCK’s Knowledge, no association of employees has applied to be certified as the bargaining agent of any of the employees of ROCK or of any of its Subsidiaries. Neither ROCK nor any of its Subsidiaries is a party to any collective bargaining agreement, letter of understanding or letter of intent with any certified association or association of employees, and no collective bargaining agreement, letter of understanding or letter of intent relating to labour or employment matters is currently being negotiated by ROCK or any of its Subsidiaries. No other action has been taken or, to the knowledge of ROCK, is contemplated to organize or unionize any employees of ROCK or of any its Subsidiaries. There are no existing or, to the knowledge of ROCK, threatened, labour strikes or labour disputes, work stoppages or slowdowns, controversies, material disputes or other labour troubles affecting ROCK or any of its Subsidiaries.
(g) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits have either been paid or are accurately reflected in the Books and Records of ROCK and its Subsidiaries. All liabilities in respect of the employees and Independent Contractors of ROCK and its Subsidiaries have or shall have been paid before or accrued to Closing, including termination pay, severance pay, or other termination damages or expenses, premium contributions, remittances and assessments for employment insurance, employer health tax, Canada Pension Plan, income tax, workers’ compensation and any other employment-related legislation.
(h) The ROCK Benefit Plans are as set out in Section 5.20(h) of the ROCK Disclosure Letter.
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(i) With respect to each ROCK Benefit Plan, true and complete copies of each of the following documents, if applicable, have been made available to the Parties: (i) the document(s) establishing and supporting the current terms of the ROCK Benefit Plan and amendments thereto; (ii) all employee booklets; and (iii) all other Contracts to the ROCK Benefit Plan.
(j) Each ROCK Benefit Plan has been maintained, funded, administered, invested and operated in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such ROCK Benefit Plans, in each case in all material respects.
(k) There are no actions, suits or claims pending, or, to ROCK’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against ROCK or any Subsidiary, and there are no audits, inquiries or proceedings pending or, to the knowledge of ROCK, threatened by any Governmental Authority with respect to ROCK or any Subsidiary, which in either case reasonably would be expected to result in material liability to ROCK.
(l) All contributions, distributions, reimbursements and premium payments required to be made with respect to any ROCK Benefit Plan on or before the Effective Date have been made or properly accrued.
(m) No ROCK Benefit Plan provides, and ROCK and its Subsidiaries do not have any obligation to provide, post-retirement or other post-termination medical benefits to any current or former director, officer, service provider or employee of ROCK or any of its Subsidiaries, or their respective survivors, dependents or beneficiaries, except as may be required by Applicable Laws.

Section 5.21 Taxes

Except as set forth in Section 5.21 of the ROCK Disclosure Letter:

(a) ROCK and its Subsidiaries have duly and timely filed all their Tax Returns with all appropriate Governmental Authorities. Each such Tax Return was true, correct and complete in all respects. All Taxes due and payable by each of ROCK and its Subsidiaries (whether or not shown due on any Tax Returns and whether or not assessed or reassessed by the appropriate Governmental Authority) have been paid. There are no Encumbrances as a result of any unpaid Taxes upon any of the assets of any of ROCK and its Subsidiaries (other than ROCK Permitted Encumbrances), and to ROCK’s Knowledge, no such Encumbrance is currently threatened or contemplated to be filed by any Governmental Authority.
(b) Adequate provision has been made in accordance with IFRS in the Books and Records of each of ROCK and its Subsidiaries for all Taxes payable in respect of ROCK and its Subsidiaries’ Business and Assets. Neither ROCK nor any of its Subsidiaries has incurred any material liability for Taxes, except in the Ordinary Course, since the end of the most recent taxation year of such Person for which a Tax Return has been filed.
(c) ROCK and its Subsidiaries have not received any notice from any Governmental Authority that it is taking steps to assess any additional Taxes against ROCK or its Subsidiaries for any period for which Tax Returns have been filed and there are no actual or pending audit investigations or other Actions of, or against, ROCK or its Subsidiaries by any Governmental Authority relating to Taxes. No Governmental Authority has given notice of any intention to assert any deficiency or claim for additional Taxes against ROCK or its
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Subsidiaries. There are no matters under audit or appeal with any Governmental Authority relating to Taxes of any of ROCK or its Subsidiaries.

(d) ROCK and its Subsidiaries have duly and timely withheld or collected the proper amount of Taxes that are required by Applicable Laws to be withheld or collected (including Taxes and other amounts required to be withheld by it in respect of any Person, including any employee, officer or director and any Person not resident in Canada for purposes of the Tax Act) and have duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required to be remitted by ROCK and its Subsidiaries.
(e) None of ROCK or its Subsidiaries have waived any statute of limitation in respect of Taxes or agreed to any extension of time within which: (i) to file any Tax Return covering any Taxes for which ROCK or its Subsidiaries are or may be liable; (ii) ROCK or its Subsidiaries are required to pay or remit amounts on account of Taxes; or (iii) any Governmental Authority may assess or collect Taxes for which ROCK or its Subsidiaries may be liable. None of ROCK or its Subsidiaries are a party to, or bound by, any Tax indemnity, Tax-sharing or Tax-allocation agreement, and no Tax rulings have been requested or issued by any Tax authority with respect to any of ROCK or its Subsidiaries.
(f) Neither ROCK nor any of ROCK’s Subsidiaries are a non-resident of Canada within the meaning of the Tax Act.
(g) ROCK is a taxable Canadian corporation for the purposes of the Tax Act.
(h) The ROCK Shares are "excluded property" as defined in subsection 116(6) of the Tax Act.

Section 5.22 Related Party Transactions

Except as set forth in Section 5.22 of the ROCK Disclosure Letter:

(a) ROCK has not made any payment or loan to, or borrowed any monies from or are otherwise indebted to, any officer, director, employee, trustee or shareholder of ROCK, any ROCK Subsidiary, or any Person with whom ROCK is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate or spouse of any of the foregoing.
(b) To ROCK’s Knowledge, no officer, director, employee, trustee or shareholder of ROCK, any ROCK Subsidiary, or any Person with whom ROCK is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate or spouse of any of the foregoing.: (i) possesses, directly or indirectly, any financial interest in, or is a director, officer or employee of, any Person that is a competitor or supplier, dealer, lessor or lessee of ROCK; or (ii) has any interest in any assets used or held for use by ROCK.

Section 5.23 Books and Records

The Books and Records of ROCK and the ROCK Subsidiaries are complete and correct in all material respects and have been maintained in accordance with sound business practices. The minute books of ROCK and the ROCK Subsidiaries contain accurate records of all meetings, and resolutions in writing of, the shareholders, the board of directors and any committees of the board of directors of each of ROCK and the ROCK Subsidiaries, and no meeting, or resolution in writing, of any such shareholders, board of directors or committee has been held for which minutes or resolutions in writing have not been prepared and are not contained in such minute books.

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Section 5.24 Brokers

Except for as set forth in Section 5.24 of the ROCK Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of ROCK.

Section 5.25 Anti-Money Laundering

Neither ROCK, the ROCK Subsidiaries nor any of their directors, officers or employees or agents, consultants or representatives:

(a) has violated, and ROCK’s execution and delivery of and performance of its obligations under this Agreement will not violate, any Applicable Laws related to money laundering or government guidance regarding anti-money laundering and international anti-moneylaundering principles or procedures of an intergovernmental group or organization and any executive order, directive or regulation under the authority of any of the foregoing, or any orders or licences issued thereunder, in each case to which any of the ROCK Subsidiaries or ROCK is subject;
(b) has, in the course of its actions for, or on behalf of, any of ROCK (A) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) paid or received any bribe or otherwise unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, (C) violated or taken any act that would violate any provision of the CFPOA, the FCPA or other similar Applicable Laws of other jurisdictions, (D) violated or taken any act that would violate any provision of the Bribery Act (UK) or other similar Applicable Laws of other jurisdictions, (E) violated or taken any act that would violate the SEMA or other similar Applicable Laws of other jurisdictions, or (F) violated or taken any act that would violate the FACFOA or other similar Applicable Laws of other jurisdictions, in each case to which any of ROCK or the ROCK Subsidiaries are subject;
(c) has, directly or indirectly, taken any action in violation of any export restrictions, antiboycott regulations, embargo regulations or other similar applicable Canadian, United States or other foreign Applicable Laws;
(d) is a “specially designated national” or “blocked person” under United States sanctions administered by the OFAC, a Person identified under SEMA, FACFOA or any United Nations resolution or regulation or otherwise a target of economic sanctions under other similar applicable Canadian, United States or foreign Applicable Laws; or
(e) to ROCK’s Knowledge has engaged in any business with any Person with whom, or in any country in which it is prohibited for a Person to engage under SEMA, FACFOA, any United Nations resolution or regulation or any other Applicable Laws or it is prohibited for a U.S. Person to engage under Applicable Laws or under applicable United States sanctions administered by OFAC.

Section 5.26 No Cease Trade Orders

ROCK is a “reporting issuer” or its equivalent under the securities legislation in the Provinces of British Columbia and Alberta and not on the list of reporting issuers in default under applicable Securities Laws. No order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of ROCK has been issued by any Governmental Authority and is continuing in effect and no

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proceedings for that purpose have been instituted or, to ROCK’s Knowledge, are pending, contemplated or threatened by any Governmental Authority.

Section 5.27 Internal Controls Over Financial Reporting

(a) ROCK has disclosed to ERC and MAS all audit findings and recommendations related to weaknesses and deficiencies in internal controls over financial reporting noted in the past by ROCK’s auditors and has addressed, or is the process of addressing any noted deficiencies to ROCK’s auditor’s satisfaction.
(b) To ROCK’s Knowledge, prior to the date of this Agreement there is no fraud, whether or not material, that involves management or other employees who have a significant role in ROCK’s internal control over financial reporting. Since December 31, 2022, and prior to the date of this Agreement, ROCK has received no (i) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (ii) expressions of concern from employees of ROCK regarding questionable accounting or auditing matters.
(c) ROCK has the requisite people, processes, systems and controls to meet all continuous disclosure requirements required by the BCSC as detailed in National Instrument 51-102 – Continuous Disclosure Obligations .

Section 5.28 No Powers of Attorney

There are no outstanding powers of attorney or other authorizations granted by ROCK or any of its Subsidiaries to any Third Party to bind ROCK or any of its Subsidiaries to any Contract, liability or obligation.

Section 5.29 Indemnification Agreements

Except for the agreements set out in Section 5.29 of the ROCK Disclosure Letter, correct and complete copies of which have been provided to ERC and MAS, neither ROCK nor any of its Subsidiaries is party to any indemnity agreements and any similar agreements that obligate ROCK or a Subsidiary of ROCK to indemnify any other party that would reasonably be expected to have a Material Adverse Effect.

Section 5.30 Employment, Severance and Change of Control Agreements

Except for the agreements set out in Section 5.30 of the ROCK Disclosure Letter, correct and complete copies of which have been provided to ERC and MAS, neither ROCK nor any of its Subsidiaries is a party to any employment, consulting, change of control and severance agreements providing for severance payments in material excess of the amount that would result by Applicable Laws from the employment of an employee without an agreement as to notice or severance.

Section 5.31 Acceleration of Benefits

Except as set out in Section 5.31 of the ROCK Disclosure Letter, no person will, as a result of any of the transactions contemplated herein or in this Agreement, become entitled to (i) any retirement, severance, bonus or other similar payment from ROCK, (ii) the acceleration of the vesting, funding or the time to exercise of any outstanding stock option or employee or director awards of ROCK, or any compensation or benefit due to any Person under any ROCK Benefit Plan, (iii) the forgiveness or postponement of payment of any indebtedness owing by such person to ROCK, or (iv) receive any additional or increased payments or compensation under or in respect of any employee or director benefits or incentive or other compensation plans or arrangements from ROCK.

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Section 5.32 Board Approval

The ROCK Board has authorized the entering into of this Agreement and the performance by ROCK of its obligations under this Agreement, and no action has been taken to amend or supersede such determinations, resolutions or authorizations.

Section 5.33 Public Disclosure

ROCK has filed the ROCK Public Documents that ROCK is required to file under applicable Securities Laws (for the applicable period). Such ROCK Public Documents, at the time filed, (A) did not contain any Misrepresentation, and (B) complied in all material respects with the requirements of applicable Securities Laws. Any amendments to such ROCK Public Documents required to be made have been filed with the applicable Governmental Authority. To ROCK’s Knowledge, none of the ROCK Public Documents is the subject of ongoing review or outstanding investigation by any Securities Authority and there are no outstanding or unresolved comments received from a Securities Authority with respect to any of the ROCK Public Documents. To the extent that any ROCK Public Documents contain material redactions pursuant to a request for confidential treatment or otherwise, ROCK has made available to ERC and MAS the full text of all such ROCK Public Documents.

Section 5.34 Full Disclosure

No representation or warranty by ROCK in this Agreement and no statement contained in ROCK Disclosure Letter to this Agreement or any certificate or other document furnished or to be furnished to ERC or MAS under this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in the light of the circumstances in which they are made, not misleading.

Section 5.35 U.S. Securities Laws Matters

(a) ROCK is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
(b) Neither ROCK nor any of its Subsidiaries has, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is ROCK subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the U.S. Exchange Act.
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SCHEDULE VI

REPRESENTATIONS AND WARRANTIES OF MAS

Section 6.01 Corporate Status and Authorization of MAS

MAS and each of the MAS Subsidiaries is duly incorporated, amalgamated or formed, as applicable, and validly existing under the laws of its jurisdiction of incorporation or formation, as applicable, and has not been discontinued or dissolved under such laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or the bankruptcy, insolvency, liquidation or winding up of MAS or any of the MAS Subsidiaries.

MAS and each of the MAS Subsidiaries has submitted all material notices or returns of corporate information and other filings required by Applicable Laws to be submitted by it to any Governmental Authority. MAS and each of the MAS Subsidiaries has the corporate power and capacity to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted.

Section 6.01 of the MAS Disclosure Letter sets forth each jurisdiction in which MAS and each of the MAS Subsidiaries carry on business. MAS and each of the MAS Subsidiaries is duly licensed or registered to carry on business (or have been granted relief to be so licensed or registered by the appropriate Governmental Authority) and has submitted all notices or returns of corporate information and other filings required by Applicable Laws to be submitted by it to any Governmental Authority in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or registration necessary, except where such failure would not, individually or in the aggregate, have a Material Adverse Effect. All corporate actions taken by the MAS and each of the MAS Subsidiaries in connection with this Agreement have been or will be duly authorized on or before the Effective Date, subject to obtaining the required approval of the MAS Shareholders. True and complete copies of the constating documents of MAS and each of the MAS Subsidiaries have been disclosed to ERC and ROCK, and, other than as contemplated by this Agreement, no actions have been taken to amend or supersede such constating documents of MAS and each of the MAS Subsidiaries. This Agreement has been duly executed and delivered by MAS, and (assuming due authorization, execution and delivery by ROCK and ERC), this Agreement constitutes a legal, valid and binding obligation of MAS enforceable against MAS in accordance with its terms.

Section 6.02 Capitalization

(a) Section 6.02(a) of the MAS Disclosure Letter sets forth (i) the authorized capital of MAS, and (ii) the issued and outstanding securities in the capital of MAS, as of the date hereof. All such MAS Shares have been duly authorized, are validly issued, fully paid and nonassessable.
(b) All the MAS Shares were issued in compliance with Applicable Laws. None of the MAS Shares were issued in violation of any agreement, arrangement or commitment to which MAS is a party or are subject to or in violation of any pre-emptive or similar rights of any Person.
(c) Except as set forth in Section 6.02(c) of the MAS Disclosure Letter, as of the date hereof, (i) there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital of MAS or obligating MAS to issue or sell any shares of, or any other interest in, MAS, (ii) MAS does not have outstanding or authorized any share appreciation, phantom share, profit participation or similar rights except as set out in the MAS Option
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Plan, (iii) there are no voting trusts or agreements, pooling agreements, unanimous shareholder agreements or other shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the MAS Shares, and (iv) no Person has any Contract, right or privilege (whether by law, pre-emptive or contractual granted by MAS) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of MAS or MAS Subsidiaries.

(d) No securities of MAS are owned by any of its Subsidiaries.

Section 6.03 Subsidiaries

(a) Other than as set forth in Section 6.03(a) of the MAS Disclosure Letter, (i) MAS does not own, or have any material interest in any shares or securities of, or another material ownership interest in, any other Person and (ii) none of the MAS Subsidiaries are currently prohibited, directly or indirectly, from paying any dividends to MAS, from making any other distribution on such Subsidiary’s capital stock, or from repaying to MAS any loans or advances to such Subsidiary.
(b) The following information with respect to each of the MAS Subsidiaries is accurately set out, as at the date hereof, in Section 6.03(b) of the MAS Disclosure Letter: (i) its name; (ii) MAS’s percentage equity ownership of it; and (iii) its jurisdiction of incorporation, organization or formation.
(c) MAS is, directly or indirectly, the registered and beneficial owner of all of its issued and outstanding securities of the MAS Subsidiaries free and clear of all material Encumbrances (other than Encumbrances set forth in the MAS Financial Statements or MAS Permitted Encumbrances), and all of the issued and outstanding securities of the MAS Subsidiaries have been duly and validly authorized and issued, are fully paid, and if such entity is a corporation, are non-assessable. No securities of the MAS Subsidiaries have been issued in violation of any Applicable Laws or pre-emptive or similar rights. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any securities or other ownership interests in any of the MAS Subsidiaries.
(d) MAS has no Subsidiaries other than the MAS Subsidiaries.

Section 6.04 No Conflicts; Consents

The execution, delivery and performance by MAS of this Agreement and the consummation of the transactions contemplated hereby, do not and will not, subject to the receipt of the required approval of the MAS Shareholders and the Court: (a) conflict with or result in a violation or breach of, or default under, any provision of the Articles, by-laws, unanimous shareholder agreements or other constating documents of MAS; (b) materially conflict with or result in a material violation or breach of any provision of any Applicable Laws or Governmental Order applicable to MAS or the MAS Subsidiaries (subject to the receipt of the Required Approvals); or (c) except as set forth in Section 6.04 of the MAS Disclosure Letter, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any MAS Material Contract to which MAS or any MAS Subsidiary is a party or by which MAS or any MAS Subsidiary is bound or to which any of its material Assets are subject or any material Permit affecting the Assets or Business of MAS or the MAS Subsidiaries, taken as a whole. Except as set forth in Section 6.04 of the MAS Disclosure Letter and other than the Required Approvals, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to MAS in connection with the execution and delivery of this Agreement and

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Section 6.05 Financial Statements

(a) Complete copies of the MAS Financial Statements are set forth in Section 6.05 of the MAS Disclosure Letter. The MAS Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the period involved, subject, in the case of the interim financial statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse).
(b) The MAS Financial Statements: (i) have been prepared in accordance with IFRS as issued by the International Accounting Standards Board and interpretations issued by the IFRS Interpretations Committee; and (ii) fairly present in all material respects the Assets, liabilities and financial position of MAS and its Subsidiaries as of the respective dates they were prepared and the results of the operations of MAS and its Subsidiaries for the periods covered thereby.
(c) MAS and its Subsidiaries maintain a standard system of accounting established and administered in accordance with IFRS.
(d) There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of MAS or any of its Subsidiaries with unconsolidated entities or other Persons which are not reflected in the MAS Financial Statements.
(e) MAS and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization and (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets.

Section 6.06 Undisclosed Liabilities

MAS and its Subsidiaries have no liabilities (accrued, absolute, contingent or otherwise), except: (a) those that are adequately reflected or reserved against in the MAS Balance Sheet as of the MAS Balance Sheet Date; and (b) those that have been incurred in the Ordinary Course since the MAS Balance Sheet Date.

Section 6.07 Absence of Certain Changes, Events and Conditions

Since the MAS Balance Sheet Date, and other than in the Ordinary Course, as disclosed in Section 6.07 of the MAS Disclosure Letter or as expressly contemplated by this Agreement:

(a) MAS and the MAS Subsidiaries have not taken or failed to take any action which, if taken after the date of this Agreement, would constitute a breach of the Agreement or would reasonably be expected to have a Material Adverse Effect; and
(b) there has not been, with respect to MAS and the MAS Subsidiaries, as applicable, any:
(i) event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(ii) amendment of the Articles, by-laws, or other constating documents of MAS;
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(iii) material change in any method of accounting or accounting practice of MAS, except as required by IFRS or as disclosed in the notes to the MAS Financial Statements;
(iv) split, consolidation or reclassification of any MAS Shares;
(v) declaration or payment of any dividends or distributions on or in respect of any MAS Shares or redemption, retraction, purchase or acquisition of any MAS Shares;
(vi) material change in MAS’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(vii) entry into any Contract that would constitute a MAS Material Contract;
(viii) acceleration, termination, material modification to or cancellation of any MAS Material Contract;
(ix) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the Ordinary Course or that are not, individually or in the aggregate, in excess of $50,000;
(x) transfer, assignment, sale or other disposition of any of the Assets shown or reflected in the MAS Balance Sheet or cancellation of any debts or entitlements;
(xi) transfer, assignment, sale, option, joint venture or grant of any royalty with respect to any MAS Property;
(xii) any capital investment in, or any loan to, any other Person (other than as between MAS and its Subsidiaries);
(xiii) any material capital expenditures;
(xiv) loan to (or forgiveness of any loan to), or entry into any other transaction with, any related party (within the meaning of the Tax Act), including any shareholder;
(xv) purchase, lease or other acquisition of the right to own, use or lease any Assets of MAS for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course;
(xvi) imposition of any Encumbrance (other than a MAS Permitted Encumbrance) upon any of the MAS Shares, MAS Properties or Assets of MAS, tangible or intangible;
(xvii) entry into a new line of business or abandonment or discontinuance of existing lines of business except as disclosed in the MAS Public Documents;
(xviii) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by MAS or any MAS
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Subsidiary or their creditors seeking to adjudicate MAS or any of the MAS Subsidiaries as bankrupt or insolvent, making a proposal with respect to MAS or any of the MAS Subsidiaries under any Applicable Laws relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for MAS or the MAS Subsidiaries or for any substantial part of their respective Assets;

(xix) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof;
(xx) action by MAS or a MAS Subsidiary to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction, in each case, that would have the effect of materially increasing a Tax liability; or
(xxi) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 6.08 Material Contracts

Except as set forth in Section 6.08 of the MAS Disclosure Letter, each MAS Material Contract is valid and binding on MAS or a MAS Subsidiary, as applicable, in accordance with its terms and is in full force and effect. Except as set forth in Section 6.08 of the MAS Disclosure Letter, none of MAS or the MAS Subsidiaries or, to MAS’s Knowledge, any other party thereto is in material breach of or default under (or is alleged to be in material breach of or default under), or has provided or received any notice of any intention to terminate, any MAS Material Contract. Except as set forth in Section 6.08 of the MAS Disclosure Letter, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any MAS Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder, except as would not reasonably be expected to have a Material Adverse Effect. To MAS’s Knowledge, complete and correct copies of each MAS Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to ERC and ROCK.

Section 6.09 Leases

(a) Section 6.09 of the MAS Disclosure Letter sets forth a list of all of the Leases.
(b) With respect to the Leased Real Property:
(i) MAS has delivered or made available to ERC and ROCK true, complete and correct copies of any, and all, Leases and has not withheld any information of a material nature relating to the Leases;
(ii) Except as set forth in Section 6.09 of the MAS Disclosure Letter, MAS and the MAS Subsidiaries are not a sublessor or grantor under any of the Leases, occupancy agreement or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of the Leased Real Property pursuant to the Leases;
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(iii) Except as set forth in Section 6.09 of the MAS Disclosure Letter, as of the date hereof, each of the Leases: (A) are in good standing, (B) are in full force and effect without amendment, and (C) creates a good and valid leasehold interest and no default has occurred by the tenant under any of the Leases which has not been cured, and no event has occurred that with notice or lapse of time or both, would constitute a material breach of default thereof or permit termination, modification or acceleration thereunder;
(iv) No party to the Leases is in material breach of any terms or conditions thereunder; (v) Save and except for the approvals, consents and waivers that are listed in Section 6.04 of the MAS Disclosure Letter, no consent or action is required in order for the Leases to remain in full force and effect following the Effective Date;
(vi) The Leased Real Property is adequate and suitable for the purposes for which it is presently being used and is sufficient in all material respects for the use and operation of the Business in the Ordinary Course; and
(vii) There are no Actions pending nor, to MAS’s Knowledge, threatened, against MAS or any MAS Subsidiary under the Leases.

Section 6.10 Condition and Sufficiency of Assets

MAS and the MAS Subsidiaries own all of the material personal properties and assets that they purport to own, with good and valid title thereto, free and clear of any material Encumbrance, other than MAS Permitted Encumbrances. MAS and the MAS Subsidiaries hold at the Effective Date all the assets, rights and personal property (whether owned, leased, licensed or contracted for) necessary to enable MAS and the MAS Subsidiaries to: (i) conduct and operate their business substantially in the same manner as it was conducted and operated immediately prior to the Effective Date; and (ii) perform and satisfy all of the obligations of MAS and the MAS Subsidiaries under the MAS Material Contracts.

Section 6.11 Interest in MAS Properties

Section 6.11 of the MAS Disclosure Letter provides a listing of all MAS Properties, which constitute all of the assets necessary to perform the operation of its business as presently conducted, and:

(a) other than as disclosed in Section 6.11 of the MAS Disclosure Letter, each of MAS and its Subsidiaries is the sole legal and registered owner, and has valid and sufficient right, title and interest, free and clear of any title defect or Encumbrance in all material respects to the MAS Properties, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and
(b) other than as disclosed in Section 6.11 of the MAS Disclosure Letter, each of MAS and its subsidiaries is entitled to the material benefits of all of its:
(i) material properties and assets of any nature whatsoever;
(ii) all mineral rights, including all the MAS Properties; and
(iii) Assets reflected in the MAS Balance Sheet,

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(c) All material mineral tenures and mining claims in which MAS or any of its subsidiaries has an interest or right, including the MAS Properties have been validly located, recorded and issued in accordance with Applicable Laws in all material respects, and are valid and subsisting in all material respects.
(d) Other than as disclosed in 6.11 of the MAS Disclosure Letter, each of MAS and its Subsidiaries has all necessary material surface rights, access rights and other rights and interests relating to:
(i) its mineral tenures and mining claims; and
(ii) any fixed assets or personal property of MAS or its Subsidiaries situate thereon or relating thereto,

granting MAS or its Subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the MAS Public Documents, with only such exceptions as do not materially interfere with the use made by MAS or its Subsidiaries of the rights or interests so held.

(e) Each of the material mineral tenures and mining claims, and each of the material documents, agreements, instruments and obligations relating thereto, is currently in good standing in the name of MAS or its Subsidiaries and free and clear of all material Encumbrances.
(f) MAS and its subsidiaries have the exclusive right to deal with the MAS Properties and any fixed assets or personal property of MAS or its subsidiaries situate thereon or relating thereto in all material respects.
(g) Other than as disclosed in Section 6.11 of the MAS Disclosure Letter, no person or entity of any nature whatsoever other than MAS or its subsidiaries has any material interest in the MAS Properties or any right to acquire or otherwise obtain any such interest.
(h) Other than as disclosed in Section 6.11 of the MAS Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would materially affect MAS’s or its Subsidiaries’ interests in the MAS Properties, and no such rights are threatened.
(i) Neither MAS nor any of its subsidiaries has received any material notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the MAS Properties.
(j) The MAS Properties are in good standing under and comply with all Applicable Laws and all: (i) work required to be performed has been performed; (ii) Taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred; and (iii) filings in respect thereof have been made, with only such exceptions as do not materially interfere with the use made by MAS or its subsidiaries of the rights or interests so held.
(k) Other than as disclosed in Section 6.11 of the MAS Disclosure Letter, there are no material adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of MAS, that are threatened, affecting or which could affect MAS’s or any of its subsidiaries’:
(i) right, title or interest in the MAS Properties;
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(ii) the ability of MAS or its subsidiaries to explore or develop the MAS Properties; or
(iii) which might involve the possibility of any judgement or liability affecting the MAS Properties.

Section 6.12 Expropriation

(a) No MAS Property or any other property or asset of MAS or any of its subsidiaries has been taken or expropriated by any Governmental Authority and no notice or proceeding in respect thereof been given or commenced nor, to the knowledge of MAS, is there any intent or proposal to give any such notice or to commence any such proceeding.
(b) To the knowledge of MAS, there is no material claim, complaint or other proceeding initiated by or on behalf of any party, including any native group or any local community, or to which any native group, local community or similar group is legally a necessary party pending or, to the knowledge of MAS, threatened by any party, including any native group, local community or similar group, with respect to MAS’s Permits, the MAS Properties or any operations thereon.

Section 6.13 Aboriginal Matters

(a) No MAS Property or any other property or asset of MAS or any of its subsidiaries has been taken or expropriated by any Governmental Authority and no notice or proceeding in respect thereof been given or commenced nor, to the knowledge of MAS, is there any intent or proposal to give any such notice or to commence any such proceeding.
(b) To the knowledge of MAS, neither MAS nor any of its subsidiaries has received any written or oral, notice of any Aboriginal Claim made by any Aboriginal Peoples which relates to, affects, or could reasonably be expected to affect or impair MAS’s or any of its Subsidiaries’ right, title or interest in the MAS Properties.
(c) To the knowledge of MAS, no Aboriginal Claim is threatened by any Aboriginal Peoples which relates to, affects, or could reasonably be expected to affect or impair, MAS’s or any of its Subsidiaries’ right, title or interest in the MAS Properties.
(d) There are no current, pending or, to the knowledge of MAS, threatened Aboriginal Claims that could reasonably be expected to prevent or materially impair, the exploration, development, construction and operation of MAS’s or any of its subsidiaries’ right, title or interest in the MAS Properties.
(e) No blockade, occupation, illegal action or on-site protest by any Aboriginal Peoples has occurred in connection with the activities on the MAS Properties.
(f) There is no memorandum of agreement, exploration, impact and benefit or any other agreement between MAS or any of its subsidiaries and any Aboriginal Peoples respecting the MAS Properties.
(g) No Aboriginal Information has been received by MAS or any of its subsidiaries which could reasonably be expected to have a Material Adverse Effect.

Section 6.14 Technical Report

(a) The MAS Properties that are the subject of the MAS Technical Reports constitute the only material projects of MAS for the purposes of NI 43-101.
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(b) Each of the MAS Technical Reports complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared.
(c) MAS made available to the authors of each of the MAS Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided.
(d) MAS does not have knowledge of any material change in the facts and assumptions underlying the estimates in either of the MAS Technical Reports, as updated through the MAS Public Documents, that would reasonably be expected to result in a material change in any production, cost, price, reserves, resources or other relevant information provided in the MAS Technical Reports as updated through the MAS Public Documents.
(e) All of the material assumptions underlying the mineral resource and mineral reserve estimates in the MAS Public Documents are reasonable and appropriate.
(f) The estimates of mineral resources and mineral reserves as described in the MAS Public Documents comply in all material respects with NI 43-101.
(g) The information set forth in the MAS Public Documents relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by MAS and its consultants in accordance with methods generally applied in the mining industry and conforms to the requirements of NI 43-101 and, in all material respects, to applicable Securities Laws.
(h) MAS is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby.
(i) There has been no material change of which MAS is or should be aware that would materially disaffirm or materially change any aspect of either of the MAS Technical Reports or that would require the filing of a new technical report under NI 43-101.

Section 6.15 Insurance

The policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workplace safety and insurance, workers’ compensation, vehicle, directors’ and officers’ liability, fiduciary liability and other casualty and property insurance maintained by MAS or its Subsidiaries and relating to the MAS Properties, Assets, Business, operations, employees, officers and directors of MAS and its Subsidiaries (collectively, the “ MAS Insurance Policies ”) are in full force and effect in all material respects and shall remain in full force and effect in all material respects following the consummation of the transactions contemplated by this Agreement. Neither MAS nor any of its Subsidiaries has received any written notice of cancellation of, discontinuation of, premium increase with respect to, or any alteration of coverage under, any MAS Insurance Policies. All premiums due on the MAS Insurance Policies have either been paid or, if due and payable before the Effective Date, will be paid before the Effective Date in accordance with the payment terms of each MAS Insurance Policy. The MAS Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of MAS. All such MAS Insurance Policies: (a) are valid and binding in accordance with their terms; and (b) have not been subject to any lapse in coverage. There are no claims related to the Business of MAS pending under any MAS Insurance Policies as to which coverage has been questioned, denied or disputed, or in respect of which there is an outstanding reservation of rights. None of MAS or any of its Subsidiaries is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in

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any MAS Insurance Policy. The MAS Insurance Policies, to MAS’s Knowledge, are of the type and in the amounts customarily carried by Persons conducting a business that is similar to the Business of MAS and the MAS Subsidiaries and are sufficient for compliance with all Applicable Laws and Contracts to which MAS and the MAS Subsidiaries are a party or by which they are bound.

Section 6.16 Legal Proceedings

(a) Except as set forth in Section 6.16(a) of the MAS Disclosure Letter, (i) there are no Actions pending or, to MAS’s Knowledge, threatened: (A) against or by MAS or the MAS Subsidiaries affecting any of their Assets (or by or against MAS or any Affiliate thereof and relating to the MAS Subsidiaries or any of their respective Affiliates); or (B) against or by MAS or any of the MAS Subsidiaries that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, in any such case as would reasonably be expected to have a Material Adverse Effect and (ii) no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action which would reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in Section 6.16(b) of the MAS Disclosure Letter, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting MAS or any of the MAS Subsidiaries or any of their Assets.

Section 6.17 Restrictions on Business Activities

Except as set forth in Section 6.17 of the MAS Disclosure Letter, there is no MAS Material Contract or Governmental Order binding upon MAS or any of the MAS Subsidiaries that has or would reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of MAS or any of the MAS Subsidiaries or the conduct of the Business of MAS or any of the MAS Subsidiaries as currently conducted (including following the Transaction contemplated by this Agreement) where the same would reasonably be expected to result in a Material Adverse Effect.

Section 6.18 Compliance with Laws; Authorizations

(a) MAS and the MAS Subsidiaries have complied, and are now complying, in all material respects, with all Applicable Laws relating to them and their Business and Assets and the MAS Properties.
(b) Except as disclosed in Section 6.18(b) of the MAS Disclosure Letter, all Authorizations required for MAS and the MAS Subsidiaries to conduct their Business as presently conducted or for the ownership and use of their Assets and the MAS Properties in compliance with Applicable Laws have been obtained and are valid and in full force and effect, and all fees and charges with respect to such Authorizations as of the date hereof have been paid in full. Section 6.18(b) of the MAS Disclosure Letter lists all current Authorizations issued to MAS and the MAS Subsidiaries, including the names of the Authorizations and their respective dates of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Authorization listed in Section 6.18(b) of the MAS Disclosure Letter.
(c) Except as disclosed in Section 6.18(c) of the MAS Disclosure Letter, other than the Required Approvals, no registrations, filings applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby:
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(i) to avoid the loss of any Authorization or any MAS Property or Asset, other property or right of MAS or the MAS Subsidiaries pursuant to the terms thereof, or the violation or breach of any Applicable Laws; or
(ii) to enable MAS or the MAS Subsidiaries to hold and enjoy the same immediately after the Effective Date in the conduct of their Business as conducted prior to the Effective Date.
(d) All material written correspondence or written notice received from any Governmental Authority in relation to Authorizations used in the conduct of the business of MAS and the MAS Subsidiaries have been made available to ERC and ROCK.

Section 6.19 Environmental Matters

(a) MAS and its Subsidiaries have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws.
(b) The MAS Properties and assets of MAS and its Subsidiaries have materially complied and currently materially comply with all applicable Environmental Laws.
(c) MAS and its Subsidiaries have obtained from the relevant Governmental Authorities any Environmental Permits required to conduct their previous and current businesses and such Environmental Permits remain valid and in good standing on the date hereof and will be valid and in good standing on the Effective Date.
(d) Other than as disclosed in Section 6.19 of the MAS Disclosure Letter, neither MAS nor any of its Subsidiaries is subject to any material contingent or other liability relating to:
(i) the restoration or rehabilitation of land, water or any other part of the Environment;
(ii) mine closure, reclamation, remediation or other post-operational requirements; or
(iii) non-compliance with Environmental Laws;
(e) Other than as disclosed in Section 6.19 of the MAS Disclosure Letter, MAS is not aware of any facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.

Section 6.20 Employment Matters

(a) MAS has made available to the other Parties the form(s) of the Contracts executed by each of the current employees and Independent Contractors of MAS and its Subsidiaries and the Contracts of all such employees and Independent Contractors are substantially in the form(s) of the Contracts made available to the Parties, and do not materially deviate therefrom.
(b) MAS and the MAS Subsidiaries have complied in all material respects with all Applicable Laws pertaining to the employment or termination of employment of their employees or termination of the engagement of the Independent Contractors, including those pertaining to employment standards practices, labour relations, classification of workers, workers’ compensation, pay equity, occupational health and safety, human rights and accommodation obligations, employment immigration, employee privacy, language of labour relations (French language requirements) and similar legislation, including payment in full of all amounts owing thereunder other than such non-compliance which would not
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reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 6.20(b) of the MAS Disclosure Letter, there are no material claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers’ compensation legislation, occupational health and safety legislation, pay equity legislation or similar legislation nor, to MAS’s Knowledge, has any event occurred which may give rise to any of the foregoing.

(c) MAS and the MAS Subsidiaries have reasonably investigated all harassment, sexual harassment, discrimination, retaliation or policy violation allegations of which they are aware. With respect to each such allegation with potential merit, MAS or the MAS Subsidiaries, as applicable, have taken reasonable corrective action to prevent further improper action and do not reasonably expect any material liabilities with respect to any such allegations.
(d) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon MAS or any of its Subsidiaries to do or refrain from doing any act or place a material financial obligation on MAS or any of its Subsidiaries.
(e) Except as set forth in Section 6.20(e) of the MAS Disclosure Letter, there are no Contracts, written or oral, between MAS or any of its Subsidiaries on one side, and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by MAS or of any of its Subsidiaries to provide services in connection with the transactions contemplated in this Agreement) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement (including any bonus, fee, retention payment, change of control payment, distribution, remuneration, and acceleration of compensation).
(f) No union representation exists, no certified association holds bargaining rights respecting the employees of MAS or of any of its Subsidiaries, and, to MAS’s Knowledge, no association of employees has applied to be certified as the bargaining agent of any of the employees of MAS or of any of its Subsidiaries. Neither MAS nor any of its Subsidiaries is a party to any collective bargaining agreement, letter of understanding or letter of intent with any certified association or association of employees, and no collective bargaining agreement, letter of understanding or letter of intent relating to labour or employment matters is currently being negotiated by MAS or any of its Subsidiaries. No other action has been taken or, to the knowledge of MAS, is contemplated to organize or unionize any employees of MAS or of any its Subsidiaries. There are no existing or, to the knowledge of MAS, threatened, labour strikes or labour disputes, work stoppages or slowdowns, controversies, material disputes or other labour troubles affecting MAS or any of its Subsidiaries.
(g) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits have either been paid or are accurately reflected in the Books and Records of MAS and its Subsidiaries. All liabilities in respect of the employees and Independent Contractors of MAS and its Subsidiaries have or shall have been paid before or accrued to Closing, including termination pay, severance pay, or other termination damages or expenses, premium contributions, remittances and assessments for employment insurance, employer health tax, Canada Pension Plan, income tax, workers’ compensation and any other employment-related legislation.
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(h) The MAS Benefit Plans are as set out in Section 6.20(h) of the MAS Disclosure Letter.
(i) With respect to each MAS Benefit Plan, true and complete copies of each of the following documents, if applicable, have been made available to the Parties: (i) the document(s) establishing and supporting the current terms of the MAS Benefit Plan and amendments thereto; (ii) all employee booklets; and (iii) all other Contracts to the MAS Benefit Plan.
(j) Each MAS Benefit Plan has been maintained, funded, administered, invested and operated in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such MAS Benefit Plans, in each case in all material respects.
(k) There are no actions, suits or claims pending, or, to MAS’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against MAS or any Subsidiary, and there are no audits, inquiries or proceedings pending or, to the knowledge of MAS, threatened by any Governmental Authority with respect to MAS or any Subsidiary, which in either case reasonably would be expected to result in material liability to MAS.
(l) All contributions, distributions, reimbursements and premium payments required to be made with respect to any MAS Benefit Plan on or before the Effective Date have been made or properly accrued.
(m) No MAS Benefit Plan provides, and MAS and its Subsidiaries do not have any obligation to provide, post-retirement or other post-termination medical benefits to any current or former director, officer, service provider or employee of MAS or any of its Subsidiaries, or their respective survivors, dependents or beneficiaries, except as may be required by Applicable Laws.

Section 6.21 Taxes

Except as set forth in Section 6.21 of the MAS Disclosure Letter:

(a) MAS and its Subsidiaries have duly and timely filed all their Tax Returns with all appropriate Governmental Authorities. Each such Tax Return was true, correct and complete in all respects. All Taxes due and payable by each of MAS and its Subsidiaries (whether or not shown due on any Tax Returns and whether or not assessed or reassessed by the appropriate Governmental Authority) have been paid. There are no Encumbrances as a result of any unpaid Taxes upon any of the assets of any of MAS and its Subsidiaries (other than MAS Permitted Encumbrances), and to MAS’s Knowledge, no such Encumbrance is currently threatened or contemplated to be filed by any Governmental Authority.
(b) Adequate provision has been made in accordance with IFRS in the Books and Records of each of MAS and its Subsidiaries for all Taxes payable in respect of MAS and its Subsidiaries’ Business and Assets. Neither MAS nor any of its Subsidiaries has incurred any material liability for Taxes, except in the Ordinary Course, since the end of the most recent taxation year of such Person for which a Tax Return has been filed.
(c) MAS and its Subsidiaries have not received any notice from any Governmental Authority that it is taking steps to assess any additional Taxes against MAS or its Subsidiaries for any period for which Tax Returns have been filed and there are no actual or pending audit investigations or other Actions of, or against, MAS or its Subsidiaries by any Governmental Authority relating to Taxes. No Governmental Authority has given notice of any intention to assert any deficiency or claim for additional Taxes against MAS or its Subsidiaries.
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There are no matters under audit or appeal with any Governmental Authority relating to Taxes of any of MAS or its Subsidiaries.

(d) MAS and its Subsidiaries have duly and timely withheld or collected the proper amount of Taxes that are required by Applicable Laws to be withheld or collected (including Taxes and other amounts required to be withheld by it in respect of any Person, including any employee, officer or director and any Person not resident in Canada for purposes of the Tax Act) and have duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required to be remitted by MAS and its Subsidiaries.
(e) None of MAS or its Subsidiaries have waived any statute of limitation in respect of Taxes or agreed to any extension of time within which: (i) to file any Tax Return covering any Taxes for which MAS or its Subsidiaries are or may be liable; (ii) MAS or its Subsidiaries are required to pay or remit amounts on account of Taxes; or (iii) any Governmental Authority may assess or collect Taxes for which MAS or its Subsidiaries may be liable. None of MAS or its Subsidiaries are a party to, or bound by, any Tax indemnity, Taxsharing or Tax-allocation agreement, and no Tax rulings have been requested or issued by any Tax authority with respect to any of MAS or its Subsidiaries.
(f) Neither MAS nor any of MAS’s Subsidiaries are a non-resident of Canada within the meaning of the Tax Act.
(g) MAS is a taxable Canadian corporation for the purposes of the Tax Act.
(h) The MAS Shares are "excluded property" as defined in subsection 116(6) of the Tax Act.

Section 6.22 Related Party Transactions

Except as set forth in Section 6.22 of the MAS Disclosure Letter:

(a) MAS has not made any payment or loan to, or borrowed any monies from or are otherwise indebted to, any officer, director, employee, trustee or shareholder of MAS, any MAS Subsidiary, or any Person with whom MAS is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate or spouse of any of the foregoing.
(b) To MAS’s Knowledge, no officer, director, employee, trustee or shareholder of MAS, any MAS Subsidiary, or any Person with whom MAS is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate or spouse of any of the foregoing.: (i) possesses, directly or indirectly, any financial interest in, or is a director, officer or employee of, any Person that is a competitor or supplier, dealer, lessor or lessee of MAS; or (ii) has any interest in any assets used or held for use by MAS.

Section 6.23 Books and Records

The Books and Records of MAS and the MAS Subsidiaries are complete and correct in all material respects and have been maintained in accordance with sound business practices. The minute books of MAS and the MAS Subsidiaries contain accurate records of all meetings, and resolutions in writing of, the shareholders, the board of directors and any committees of the board of directors of each of MAS and the MAS Subsidiaries, and no meeting, or resolution in writing, of any such shareholders, board of directors or committee has been held for which minutes or resolutions in writing have not been prepared and are not contained in such minute books.

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Section 6.24 Brokers

Except as set forth in Section 6.24 of the MAS Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of MAS.

Section 6.25 Anti-Money Laundering

Neither MAS, the MAS Subsidiaries nor any of their directors, officers or employees or agents, consultants or representatives:

(a) has violated, and MAS’s execution and delivery of and performance of its obligations under this Agreement will not violate, any Applicable Laws related to money laundering or government guidance regarding anti-money laundering and international anti-moneylaundering principles or procedures of an intergovernmental group or organization and any executive order, directive or regulation under the authority of any of the foregoing, or any orders or licences issued thereunder, in each case to which any of the MAS Subsidiaries or MAS is subject;
(b) has, in the course of its actions for, or on behalf of, any of MAS (A) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) paid or received any bribe or otherwise unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, (C) violated or taken any act that would violate any provision of the CFPOA, the FCPA or other similar Applicable Laws of other jurisdictions, (D) violated or taken any act that would violate any provision of the Bribery Act (UK) or other similar Applicable Laws of other jurisdictions, (E) violated or taken any act that would violate the SEMA or other similar Applicable Laws of other jurisdictions, or (F) violated or taken any act that would violate the FACFOA or other similar Applicable Laws of other jurisdictions, in each case to which any of MAS or the MAS Subsidiaries are subject;
(c) has, directly or indirectly, taken any action in violation of any export restrictions, antiboycott regulations, embargo regulations or other similar applicable Canadian, United States or other foreign Applicable Laws;
(d) is a “specially designated national” or “blocked person” under United States sanctions administered by the OFAC, a Person identified under SEMA, FACFOA or any United Nations resolution or regulation or otherwise a target of economic sanctions under other similar applicable Canadian, United States or foreign Applicable Laws; or
(e) to MAS’s Knowledge has engaged in any business with any Person with whom, or in any country in which it is prohibited for a Person to engage under SEMA, FACFOA, any United Nations resolution or regulation or any other Applicable Laws or it is prohibited for a U.S. Person to engage under Applicable Laws or under applicable United States sanctions administered by OFAC.

Section 6.26 No Cease Trade Orders

MAS is a “reporting issuer” or its equivalent under the securities legislation in the Provinces of British Columbia and Alberta and not on the list of reporting issuers in default under applicable Securities Laws. No order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of MAS has been issued by any Governmental Authority and is continuing in effect and no

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proceedings for that purpose have been instituted or, to MAS’s Knowledge, are pending, contemplated or threatened by any Governmental Authority.

Section 6.27 Internal Controls Over Financial Reporting

(a) MAS has disclosed to ERC and ROCK all audit findings and recommendations related to weaknesses and deficiencies in internal controls over financial reporting noted in the past by MAS’s auditors and has addressed, or is the process of addressing any noted deficiencies to MAS’s auditor’s satisfaction.
(b) To MAS’s Knowledge, prior to the date of this Agreement there is no fraud, whether or not material, that involves management or other employees who have a significant role in MAS’s internal control over financial reporting. Since December 31, 2022, and prior to the date of this Agreement, MAS has received no (i) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (ii) expressions of concern from employees of MAS regarding questionable accounting or auditing matters.
(c) MAS has the requisite people, processes, systems and controls to meet all continuous disclosure requirements required by the BCSC as detailed in National Instrument 51-102 – Continuous Disclosure Obligations .

Section 6.28 No Powers of Attorney

There are no outstanding powers of attorney or other authorizations granted by MAS or any of its Subsidiaries to any Third Party to bind MAS or any of its Subsidiaries to any Contract, liability or obligation.

Section 6.29 Indemnification Agreements

Except for the agreements set out in Section 6.29 of the MAS Disclosure Letter, correct and complete copies of which have been provided to MAS, neither MAS nor any of its Subsidiaries is party to any indemnity agreements and any similar agreements that obligate MAS or a Subsidiary of MAS to indemnify any other party that would reasonably be expected to have a Material Adverse Effect.

Section 6.30 Employment, Severance and Change of Control Agreements

Except for the agreements set out in Section 6.30 of the MAS Disclosure Letter, correct and complete copies of which have been provided to ERC and ROCK, neither MAS nor any of its Subsidiaries is a party to any employment, consulting, change of control and severance agreements providing for severance payments in material excess of the amount that would result by Applicable Laws from the employment of an employee without an agreement as to notice or severance.

Section 6.31 Acceleration of Benefits

Except as set out in Section 6.31 of the MAS Disclosure Letter, no person will, as a result of any of the transactions contemplated herein or in this Agreement, become entitled to (i) any retirement, severance, bonus or other similar payment from MAS, (ii) the acceleration of the vesting, funding or the time to exercise of any outstanding stock option or employee or director awards of MAS, or any compensation or benefit due to any Person under any MAS Benefit Plan, (iii) the forgiveness or postponement of payment of any indebtedness owing by such person to MAS, or (iv) receive any additional or increased payments or compensation under or in respect of any employee or director benefits or incentive or other compensation plans or arrangements from MAS.

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Section 6.32 Board Approval

The MAS Board has authorized the entering into of this Agreement and the performance by MAS of its obligations under this Agreement, and no action has been taken to amend or supersede such determinations, resolutions or authorizations.

Section 6.33 Public Disclosure

MAS has filed the MAS Public Documents that MAS is required to file under applicable Securities Laws (for the applicable period). Such MAS Public Documents, at the time filed, (A) did not contain any Misrepresentation, and (B) complied in all material respects with the requirements of applicable Securities Laws. Any amendments to such MAS Public Documents required to be made have been filed with the applicable Governmental Authority. To MAS’s Knowledge, none of the MAS Public Documents is the subject of ongoing review or outstanding investigation by any Securities Authority and there are no outstanding or unresolved comments received from a Securities Authority with respect to any of the MAS Public Documents. To the extent that any MAS Public Documents contain material redactions pursuant to a request for confidential treatment or otherwise, MAS has made available to ROCK and MAS the full text of all such MAS Public Documents.

Section 6.34 Full Disclosure

No representation or warranty by MAS in this Agreement and no statement contained in the MAS Disclosure Letter to this Agreement or any certificate or other document furnished or to be furnished to ERC or MAS under this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in the light of the circumstances in which they are made, not misleading.

Section 6.35 U.S. Securities Laws Matters

(a) MAS is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
(b) Neither MAS nor any of its Subsidiaries has, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is MAS subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the U.S. Exchange Act.

AI assistant

Rockridge Resources Ltd. — M&A Activity 2024

47417_rns_2024-10-10_2bc0f68c-0e40-4e84-87e8-417a5f82badb.pdf

BUSINESS COMBINATION AGREEMENT

among

and

TABLE OF CONTENTS

Page

Schedules

BUSINESS COMBINATION AGREEMENT

BETWEEN:

RECITALS:

ARTICLE I DEFINITIONS

Section 1.01 Definitions

“ CFPOA ” means the Corruption of Foreign Public Officials Act (Canada).

“ MAS ” has the meaning set forth in the preamble.

“ ROCK ” has the meaning set forth in the preamble.

ARTICLE II BUSINESS COMBINATION

Section 2.01 Transaction

Section 2.02 Court Orders

Section 2.03 Final Orders

Section 2.04 Court Proceedings

Section 2.05 Payment of Consideration

Section 2.06 Options and Warrants

Section 2.07 Preparation of Filings

Section 2.08 Closing

Section 2.09 Withholding Taxes

Section 2.10 U.S. Securities Law Matters

ARTICLE III THE MEETINGS AND THE CIRCULAR

Section 3.01 The ERC Meeting

Section 3.02 The ROCK Meeting

Section 3.03 The MAS Meeting

Section 3.04 The Circular

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ERC

ARTICLE V REPRESENTATIONS AND WARRANTIES OF ROCK

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF MAS

ARTICLE VII SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

ARTICLE VIII COVENANTS

Section 8.01 Covenants of ROCK Regarding the Conduct of Business

Section 8.02 Covenants of ERC Regarding the Conduct of Business

Section 8.03 Covenants of MAS Regarding the Conduct of Business

Section 8.04 Mutual Covenants of the Parties Relating to the Arrangements

Section 8.05 Access to Information

Section 8.06 Insurance and Indemnification

Section 8.07 ROCK No Solicitation of Other Bids

Section 8.08 ERC No Solicitation of Other Bids

Section 8.09 MAS No Solicitation of Other Bids

Section 8.10 Notice of Certain Events

Section 8.11 Personal Information Privacy

Section 8.12 Confidentiality

Section 8.13 Covenants Relating to the Consideration Shares

Section 8.14 Governance Matters

Section 8.15 Closing Conditions

Section 8.16 Public Announcements and Filings

Section 8.17 Consolidation

Section 8.18 Subsequent Offering

Section 8.19 Further Assurances

Section 8.20 Tax Filings

ARTICLE IX CONDITIONS TO CLOSING

Section 9.01 Mutual Conditions Precedent

Section 9.02 Conditions Precedent to Obligations of ERC

Section 9.03 Conditions to Obligations of ROCK

Section 9.04 Conditions to Obligations of MAS

Section 9.05 Frustration of Conditions

ARTICLE X TERMINATION

Section 10.01 Term

Section 10.02 Termination

Section 10.03 Amendment

ARTICLE XI MISCELLANEOUS

Section 11.01 Expenses

Section 11.02 Notices

Section 11.03 Interpretation

Section 11.04 Headings

Section 11.05 Severability

Section 11.06 Entire Agreement

Section 11.07 Successors and Assigns

Section 11.08 Third-Party Beneficiaries

Section 11.09 Amendment and Modification; Waiver

Section 11.10 Governing Law; Forum Selection; Choice of Language

Section 11.11 Specific Performance

Rockridge Resources Ltd. M&A Activity 2024