Execution Version

ARRANGEMENT AGREEMENT

AGNICO EAGLE MINES LIMITED

-and-

RUPERT RESOURCES LTD.

April 17, 2026

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION ...2
1.1 Defined Terms ...2
1.2 Certain Rules of Interpretation ...23
1.3 Subsidiaries to Comply ...24
1.4 Outside Date ...24
1.5 Schedules ...25
1.6 Disclosure Letter ...25

ARTICLE 2 THE ARRANGEMENT ...25
2.1 Arrangement ...25
2.2 Interim Order ...25
2.3 Company Meeting ...27
2.4 Circular ...30
2.5 Final Order ...32
2.6 Court Proceedings ...33
2.7 Arrangement and Effective Date ...34
2.8 Payment of Consideration ...34
2.9 Adjustment of Consideration ...35
2.10 Equity Awards ...35
2.11 Withholding Taxes ...35
2.12 U.S. Securities Law Matters ...36
2.13 Governance Matters ...37
2.14 U.S. Tax Matters ...38

ARTICLE 3 REPRESENTATIONS AND WARRANTIES ...38
3.1 Representations and Warranties of the Company ...38
3.2 Representations and Warranties of the Purchaser ...38

ARTICLE 4 COVENANTS ...39
4.1 Conduct of Business of the Company ...39
4.2 Conduct of Business of the Purchaser ...47
4.3 Covenants Relating to the Arrangement ...48
4.4 Regulatory Approvals ...49
4.5 Access to Information; Confidentiality ...49
4.6 Pre-Acquisition Reorganization ...50
4.7 Tax Matters ...51
4.8 Public Communications ...52
4.9 Notice and Cure Provisions ...53
4.10 Insurance and Indemnification ...54
4.11 Exchange Delisting and Reporting Issuer Status ...55

ARTICLE 5 COVENANTS REGARDING NON-SOLICITATION ...55
5.1 Non-Solicitation ...55
5.2 Notification of Acquisition Proposals ...57
5.3 Responding to an Acquisition Proposal ...58

5.4 Superior Proposals; Right to Match 59
5.5 Liability for Breaches 62

ARTICLE 6 CONDITIONS 62

6.1 Mutual Conditions Precedent 62
6.2 Additional Conditions Precedent to the Obligations of the Purchaser 62
6.3 Additional Conditions Precedent to the Obligations of the Company 64
6.4 Satisfaction of Conditions 65

ARTICLE 7 TERM AND TERMINATION 65

7.1 Term 65
7.2 Termination 65
7.3 Effect of Termination/Survival 67

ARTICLE 8 GENERAL PROVISIONS 67

8.1 Amendments 67
8.2 Termination Fee 68
8.3 Expenses 70
8.4 Notices 70
8.5 Third Party Beneficiaries 71
8.6 Remedies; Equitable Relief 72
8.7 Waiver 72
8.8 Entire Agreement 73
8.9 Successors and Assigns 73
8.10 Severability 73
8.11 Governing Law 73
8.12 Further Assurances 73
8.13 Rules of Construction 74
8.14 No Personal Liability 74
8.15 Counterparts 74

Schedule A Plan of Arrangement A-1
Schedule B Arrangement Resolution B-1
Schedule C Representations and Warranties of the Company C-1
Schedule D Representations and Warranties of the Purchaser D-1
Schedule E Form of Rights Agreement E-1

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of the 17th day of April, 2026,

BETWEEN:

AGNICO EAGLE MINES LIMITED,
a corporation existing under the laws of the Province
of Ontario,

(the "Purchaser")

and -

RUPERT RESOURCES LTD.,
a corporation existing under the laws of the Province
of British Columbia,

(the "Company")

WHEREAS the Purchaser wishes to acquire, directly or indirectly, all of the issued and outstanding Common Shares in exchange for the Arrangement Consideration;

AND WHEREAS the Special Committee, after receiving financial and legal advice (including the Fairness Opinions and the Formal Valuation), has unanimously determined that the Arrangement and the entering into of this Agreement is in the best interests of the Company and recommended to the Board that the Board approve this Agreement and the Arrangement and recommend that the applicable Company Securityholders vote in favour of the Arrangement Resolution;

AND WHEREAS the Board, after receiving financial and legal advice and receipt and review of the unanimous recommendation from the Special Committee, has unanimously (other than conflicted directors abstaining) determined that the Arrangement and the entering into of this Agreement is in the best interests of the Company and has resolved to recommend that the applicable Company Securityholders vote in favour of the Arrangement Resolution;

AND WHEREAS the Parties intend to carry out the transactions contemplated herein by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia);

AND WHEREAS the Purchaser has entered into voting support agreements with each of the directors and officers of the Company and certain shareholders of the Company, pursuant to which, among other things, such Persons have agreed to vote all of the Common Shares held by them in favour of the Arrangement, on the terms and subject to the conditions set forth therein;

AND WHEREAS the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for;

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings and grammatical variations of those terms have the corresponding meanings:

"Acceptable Confidentiality Agreement" means a confidentiality and standstill agreement between the Company and a Person other than the Purchaser or its affiliates that: (a) contains confidentiality and standstill restrictions that are no less restrictive than those set out in the Confidentiality Agreement; (b) includes other customary terms that are no less favourable to the Company than those contained in the Confidentiality Agreement; (c) includes customary standstill provisions; (d) does not in any way preclude, restrict or limit the ability of, the Company to disclose such agreement (or information relating to such agreement) or the negotiations with, or information furnished to, the other Person(s) party thereto, in each case, to the Purchaser and its affiliates; and (e) does not otherwise restrict the Company from complying with Article 5;

"Acquisition Proposal" means, other than the transactions contemplated by this Agreement, any inquiry, expression of interest, proposal or offer (whether written or oral) from any Person or group of Persons acting jointly or in concert, other than the Purchaser or one or more of its affiliates, made on or after the date of this Agreement (including, for certainty, amendments or variations to any inquiry, expression of interest, proposal or offer after the date of this Agreement), relating to:

(a) any direct or indirect acquisition, sale, disposition, partnership, alliance or joint venture (or any alliance, joint venture, lease, royalty, streaming arrangement, long-term supply agreement, licence or other arrangement having the same economic effect as an acquisition or sale), in a single transaction or a series of related transactions, involving:

(i) 20% or more of any class of equity or voting securities of the Company or any of its Subsidiaries (or rights to acquire such securities, including securities convertible into or exercisable or exchangeable for any such equity securities or voting securities); or

(ii) assets of the Company or any of its Subsidiaries (including shares of Subsidiaries of the Company) that, individually or in the aggregate, represent 20% or more of the consolidated assets of the Company and its Subsidiaries, taken as a whole, or that contribute 20% or more of the consolidated revenue of the Company and its Subsidiaries, taken as a whole (based on the most recent annual consolidated financial statements of the Company filed as part of the Company Public Documents);

(b) any take-over bid, tender offer, exchange offer, sale or treasury issuance of securities or other similar transaction, in a single transaction or a series of related transactions, that, if consummated, would result in such Person or group of Persons beneficially owning, or exercising control or direction over, 20% or more

of any class of equity or voting securities (or rights to acquire such securities, including securities convertible into or exercisable or exchangeable for equity or voting securities) of the Company or any of its Subsidiaries;

(c) any arrangement, merger, amalgamation, consolidation, security exchange, share reclassification, business combination, recapitalization, reorganization, liquidation, dissolution, winding up or similar transaction, in a single transaction or a series of related transactions, involving the Company or any of its Subsidiaries; or

(d) any other transactions or series of transactions involving the Company or any of its Subsidiaries that have a similar economic effect to any of the foregoing.

"affiliate" has the meaning set out in Section 1.2(k);

"Agreement" means this arrangement agreement, including all schedules hereto;

"Anti-Corruption Laws" means all Laws relating to corruption and bribery, including the Foreign Corrupt Practices Act (United States), the Corruption of Foreign Public Officials Act (Canada) and any Law of similar effect;

"Anti-Spam Laws" means, collectively, An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying out Commercial Activities, and to Amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act (Canada) and the Telecommunications Act (Canada), the Electronic Commerce Protection Regulations (CRTC), the Electronic Commerce Protection Regulations (Industry Canada), and all similar Laws in other jurisdictions;

"Arrangement" means the arrangement involving the Company pursuant to Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in either the Interim Order (once issued) or the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

"Arrangement Consideration" means the consideration to be received by Company Shareholders pursuant to the Plan of Arrangement, as set forth in the Plan of Arrangement, subject to adjustment in the manner and in the circumstances contemplated in Section 2.9;

"Arrangement Filings" means the filings, if any, that may be required under section 292 of the BCBCA to be made by the Company with the Registrar in order for the Arrangement to be effective;

"Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting by applicable Company Securityholders, substantially in the form set out in Schedule B, including any amendments or variations thereto made in accordance with this Agreement or at the direction of the Court in the Interim Order, in each case, with the consent of the Company and the Purchaser, each acting reasonably;

"Assets" means all of the assets, properties (real or personal), Authorizations, rights, licenses or other privileges (whether contractual or otherwise) owned, leased or otherwise used or held by the Company or any of its Subsidiaries;

"associate" has the meaning given to it under Canadian Securities Laws;

"Authorization" means any Order, authorization, permit, approval, grant, licence, concession, registration, consent, right, variance, waiver, exemption, condition, franchise, privilege, certificate, filing, notification, judgment, writ, decree, declaration, classification, injunction, award, determination, direction, directive, decision, decree, by-law, rule, regulation or agreement of, from, issued by or required by, any Governmental Entity;

"Base Premium" has the meaning set out in Section 4.10(a);

"BCBCA" means the Business Corporations Act (British Columbia);

"BMO Capital Markets" means BMO Nesbitt Burns Inc.;

"Board" means the board of directors of the Company as constituted from time to time;

"Board Recommendation" has the meaning set out in Section 2.4(d)(iv);

"Breaching Party" has the meaning set out in Section 4.9(c);

"Business Day" means any day, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario, Canada, Vancouver, British Columbia, Canada or London, United Kingdom;

"Canadian Securities Authorities" means the British Columbia Securities Commission and any other applicable securities commission or securities regulatory authority of a province or territory of Canada;

"Canadian Securities Laws" means the Securities Act (British Columbia) and any other Canadian provincial and territorial securities Laws (together with applicable rules, regulations and published policies, prescribed forms, notices, Orders, blanket rulings and other regulatory instruments of Canadian Securities Authorities) applicable to the Company, and all rules and policies of the TSX;

"Change in Recommendation" means: (a) the Board fails to unanimously (subject to abstentions of any conflicted directors) recommend or withdraws, amends, modifies or qualifies, in a manner adverse to the Purchaser, the Board Recommendation; (b) the Board fails to publicly reaffirm (without qualification) the Board Recommendation within three Business Days after having been requested in writing by the Purchaser to do so (or if the Company Meeting is scheduled to occur within such three Business Day period, prior to the second Business Day prior to the date of the Company Meeting provided that the request is made at least two calendar days prior thereto); (c) the Company fails to include the Board Recommendation in the Circular; (d) the Board executes, accepts, approves, endorses or recommends an Acquisition Proposal, or takes no position or a neutral position with respect to an Acquisition Proposal for more than three Business Days (or beyond the second Business Day prior to the date of the Company Meeting, if such date is sooner) after such Acquisition Proposal's public announcement; or (e) the Company, its Subsidiaries, the Board or any committee of the Board (including the Special Committee),

resolves, proposes or states an intention to take any of the actions described in (a), (b), (c) or (d) above;

"Circular" means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to applicable Company Securityholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement;

"Closing" has the meaning set out in Section 2.7(b);

"Collective Agreements" means all collective bargaining agreements and union agreements, employee association agreements or similar Contracts, or similar agreements under Laws, and all related documents and other written communications with bargaining agents for any Employee, which impose any obligations on the Company or any of its Subsidiaries;

"Common Shares" means the common shares in the capital of the Company;

"Company" has the meaning set out in the preamble;

"Company Data" means any and all information and data, including any Personal Information, collected, processed or otherwise controlled or held by, or in the possession of, the Company regarding the Company's current, former or prospective partners, customers, suppliers, processors, service providers, vendors, Employees, consultants, agents, independent contractors, temporary workers or any other Person;

"Company Material Adverse Effect" means any change, event, occurrence, effect, state of facts, or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, properties, assets, operations, results of operations, condition or liabilities (whether absolute, accrued, contingent, conditional or otherwise) of the Company and its Subsidiaries, taken as a whole, other than any change, event, occurrence, effect, state of facts or circumstance resulting from, relating to or in connection with:

(a) any change or development in the gold mining industry in general, including any change in the price of gold;

(b) any changes in general political, economic or financial conditions or in credit, banking, currency, commodities or capital markets generally in Canada or Finland;

(d) any hurricane, flood, tornado, earthquake, forest fires or other natural disaster or man-made disaster, or the commencement or continuation of war, armed hostilities, including the escalation or worsening thereof, or acts of terrorism;

(e) any general outbreak of illness, pandemic, epidemic or other similar event, or the material worsening thereof;

(f) any changes in applicable Laws or in the interpretation, application or non-application of Law by any Governmental Entity, including any changes in applicable generally accepted accounting principles (including IFRS);

(g) the failure of the Company to meet any internal or published projections, forecasts, guidance, budgets, or estimates of earnings, cash flow or other financial performance or results of operations for any period; provided, however, that the changes, events, occurrences, effects, states of facts, or circumstances underlying such failure that are not otherwise excluded from the definition of a Company Material Adverse Effect may be considered to determine whether a Company Material Adverse Effect has occurred (unless excluded by other clauses in this definition);

(h) the execution, announcement, pendency or performance of this Agreement or the consummation of the transactions contemplated pursuant to the Plan of Arrangement;

(i) any change in the market price or trading volume of any securities of the Company; provided, however, that the changes, events, occurrences, effects, states of facts or circumstances underlying such change that are not otherwise excluded from the definition of Company Material Adverse Effect may be considered to determine whether a Company Material Adverse Effect has occurred (unless excluded by other clauses in this definition); or

(j) any action taken (or omitted to be taken) by the Company or any of its Subsidiaries that is required to be taken (or omitted to be taken) pursuant to this Agreement or applicable Law or which was explicitly requested or consented to be taken (or omitted to be taken), in writing, by the Purchaser or any of its affiliates,

provided, however, that if any change, event, occurrence, effect, state of facts, or circumstance referred to in clauses (a) through to and including (f) above has a materially disproportionate effect on the business, properties, assets, operations, results of operations, condition or liabilities (whether absolute, accrued, contingent, conditional or otherwise) of the Company and its Subsidiaries, taken as a whole, relative to other comparable gold mining entities with assets at similar stages of development, such change, event, occurrence, effect, state of facts or circumstances may be taken into account in determining whether a Company Material Adverse Effect has occurred and unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a "Company Material Adverse Effect" has occurred;

"Company Meeting" means the special meeting of applicable Company Securityholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

"Company Public Documents" means all forms, reports, schedules, statements and other documents which have been publicly filed by the Company on SEDAR+ since January 1, 2024, whether or not filed pursuant to Canadian Securities Laws;

"Company Security" means a Common Share, Equity Award or other Convertible Security;

"Company Securityholder" means the registered or beneficial holders of one or more Company Securities;

"Company Shareholders" means the registered or beneficial holders of the Common Shares, as the context requires;

"Competition Act" means the Competition Act (Canada);

"Confidentiality Agreement" means the confidentiality agreement dated May 14, 2018 between the Company and the Purchaser, as amended by an amending agreement between the parties dated February 10, 2020;

"Consideration Shares" means the Purchaser Common Shares issued to Company Securityholders pursuant to the Plan of Arrangement;

"Constating Documents" means articles of incorporation, amalgamation, arrangement or continuation, notice of articles, trade register extracts, partnership agreements, unanimous shareholders agreements and articles or by-laws (or equivalent documents), including all amendments to any of the foregoing;

"Contract" means any written or oral agreement, commitment, engagement, understanding, contract, franchise, licence, lease, sublease, occupancy agreement, obligation, indenture, mortgage, arrangement, undertaking, joint venture, partnership or other right or obligation, together with any amendments and modifications thereto, to which any Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of their respective properties or assets is subject;

"Convertible Securities" means any agreement, option, warrant, right or other security or conversion privilege issued or granted by the Company that is exercisable or convertible into, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire Common Shares, including pursuant to one or more multiple exercises, conversions and/or exchanges;

"Corrupt Practices Legislation" has the meaning set out in paragraph 44 of Schedule C;

"Court" means the Supreme Court of British Columbia, or other court as applicable;

"CVR" means a contingent value right of the Purchaser, each entitling the holder thereof to up to $3.00, in cash, on the terms and subject to the conditions governed by the Rights Agreement and issued to Company Shareholders pursuant to the Plan of Arrangement;

"Data Room" means the material contained in the virtual data room established by the Company, as at 5:05 pm on April 17, 2026, the index of documents of which is appended as Schedule (A) of the Disclosure Letter;

"Depository" means such Person as the Company may appoint to act as depositary in respect of the Arrangement, with the approval of the Purchaser, acting reasonably;

"Disclosure Letter" means the disclosure letter dated the date of this Agreement, including all schedules, exhibits and appendices thereto, delivered by the Company and accepted by the Purchaser in connection with the execution of this Agreement;

"Dissent Rights" means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

"Dissenting Shareholder" means a registered Company Shareholder that validly exercises Dissent Rights in respect of all Common Shares held by such Company Shareholder;

"DSU" means a deferred share unit of the Company issued pursuant to the Equity Incentive Plan;

"Effective Date" means the date on which the Arrangement becomes effective, which shall be the date on which closing of the Arrangement occurs as set out in Section 2.7(a);

"Effective Time" means the time on the Effective Date set out in the Plan of Arrangement;

"Eligible Holder" means a beneficial holder of Common Shares (other than a Dissenting Shareholder) that is: (a) a resident of Canada for purposes of the Tax Act that is not exempt from tax under Part I of the Tax Act; or (b) a partnership, any member of which is a resident of Canada for purposes of the Tax Act that is not exempt from tax under Part I of the Tax Act;

"Employee Plans" means all health, welfare, retiree benefit, supplemental unemployment benefit, fringe benefits, bonus, profit sharing, option, stock appreciation, savings, insurance, incentive, incentive compensation, deferred compensation, death benefits, termination, retention, change in control, severance share purchase, share compensation or any other share or equity-based compensation, disability, pension, retirement or supplemental retirement plans and other employee or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements for the benefit of directors or former directors of the Company or any of its Subsidiaries, Employees or former Employees, or any dependants or beneficiaries of such directors or former directors or such Employees or former Employees, which are maintained, sponsored or funded by or required to be funded by the Company or any of its Subsidiaries or in respect of which the Company or any of its Subsidiaries has any actual or contingent liability or obligations, whether written or oral, funded or unfunded, insured or uninsured, registered or unregistered; provided that, notwithstanding the foregoing, "Employee Plans" shall not include any Statutory Plans;

"Employees" means all officers and employees of the Company and its Subsidiaries, including unionized, non-unionized, part-time, full-time, active and inactive employees;

"Environmental Laws" means all Laws and Contracts with Governmental Entities relating to pollution, protection of the natural environment (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation), or any species that might make use of it, or the generation, production, import, export, use, storage, treatment, transportation, disposal or Release of Regulated Substances, including under common law, and all Environmental Permits;

"Environmental Permits" means all Authorizations required by or available with or from any Governmental Entity under applicable Environmental Laws;

"Equity Awards" means the Options, DSUs, RSUs and PSUs;

"Equity Incentive Plan" means the amended and restated equity incentive plan dated June 25, 2025;

"Exclusivity Agreement" means section 3 of the letter of intent dated March 30, 2026 between the Company and the Purchaser;

"executive officer" has the meaning set out in NI 51-102;

"Expense Reimbursement Amount" means $5,000,000;

"Fairness Opinions" means: (a) the written opinion of Origin to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out therein, the Arrangement Consideration to be received by Company Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser); and (b) the written long-form opinion of BMO Capital Markets to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out therein, the Arrangement Consideration to be received by Company Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser);

"Final Order" means the final order of the Court made pursuant to section 291 of the BCBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably), at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal; provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably;

"Financial Statements" has the meaning set out in paragraph 16 of Schedule C;

"Formal Valuation" means the independent formal valuation of the Common Shares dated April 17, 2026, prepared by Origin in accordance with the requirements of MI 61-101 under the supervision of the Special Committee;

"Governmental Entity" means: (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral or adjudicative body, commission, board, bureau, commissioner, ministry, governor-in-council, agency or instrumentality, domestic or foreign; (b) any subdivision, agent, commission, bureau, board or authority or representative of any of the foregoing, including any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; (c) any quasi-governmental, administrative or private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; (d) any stock exchange (including the TSX and the NYSE); or (e) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing entities established to perform a duty or function on its behalf;

"IFRS" means generally accepted accounting principles in Canada from time to time including, for the avoidance of doubt, the standards prescribed in Part I of the CPA Canada Handbook – Accounting (International Financial Reporting Standards) as the same may be amended, supplemented or replaced from time to time;

10 -

"Ikkari Project" means the Company's 100% owned Ikkari gold deposit situated within the Rupert Lapland Project Area in the Central Lapland Greenstone Belt in northern Finland, as more particularly described in the Company Public Documents and in Schedule 3.1(28(a)) of the Disclosure Letter;

"Indebtedness" means, with respect to any Person, without duplication: (a) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person under purchase money obligations, conditional sale agreements or other similar instruments relating to purchased property or assets; (d) all obligations of such Person under capitalized leases; (e) all monetary obligations of such Person owing under Swap Contracts or similar financial instruments (which amount shall be calculated based on the amount that would be payable by such Person if the relevant Contract or instrument were terminated on the date of determination); (f) amounts owing by such Person as deferred purchase price for property or services, including all seller notes and "earn out" payments, which for certainty shall not include accounts payable related to expenses incurred in the Ordinary Course and shall include accounts payable related to capital expenditures; (g) all guarantees, indemnities or financial assistance of, or in respect of, any Indebtedness of any other Person; (h) all reimbursement obligations with respect to letters of credit and letters of guarantee; (i) all obligations in respect of bankers' acceptances; and (j) with respect to any obligation of the type referred to above, all accrued and unpaid interest, premiums, penalties, breakage costs, unwind costs, fees, termination costs, redemption costs, expenses and other charges with respect to any thereof;

"Indigenous Claim" means any actual or threatened civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit, investigation or other Proceeding and any claim, assertion or demand resulting therefrom or any actual or asserted aboriginal interest, right, title or claim, including with respect to claims of the existence or potential existence of any aboriginal archaeological, burial, cultural, sacred or heritage sites, or other claim or demand of whatever nature or kind, whether proven or unproven, made by any Indigenous Group;

"Indigenous Group" means any Indian or Indian band (as those terms are defined in the Indian Act (Canada)), first nations person or people, Métis person or people, Inuit person or people, Sámi person or people, or aboriginal person or people, native person or people, indigenous person or people, or any person or group asserting or otherwise claiming an aboriginal right (including aboriginal title), treaty right or any other aboriginal or Métis interest, and any person or group representing, or purporting to represent, any of the foregoing;

"Intellectual Property" means domestic and foreign: (a) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (b) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, concepts, processes, designs, technology, technical data, schematics, formulae, algorithms and customer lists, and documentation relating to any of the foregoing; (c) copyrights, copyright registrations and applications for copyright registration; (d) mask works, mask work registrations and applications for mask work registrations; (e) designs, design registrations, design registration applications and integrated circuit topographies; (f) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade dress and logos, and the goodwill associated with any of the foregoing; (g) Software; and (h) any other intellectual property and industrial property;

11 -

"Interim Order" means the interim order of the Court contemplated by Section 2.2 and made pursuant to section 291 of the BCBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, modified, supplemented or varied by the Court, with the consent of the Company and the Purchaser, each acting reasonably;

"Investment Canada Act" means the Investment Canada Act (Canada);

"jointly or in concert" has the meaning set out in NI 62-104;

"Law" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, Order, decision, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, that is binding upon or applicable to such Person or its business, undertaking, property or securities, and includes the terms and conditions of any Authorization of or from any Governmental Entity;

"Leased Premises" means all real property that is leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries pursuant to a Real Property Lease;

"Lien" means any mortgage, charge, pledge, hypothec, assignments, title retention agreement, security interest, lien (statutory or otherwise), statutory or deemed trust, encumbrances, adverse right or claim, exception, reservation, servitude, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege, or other third party interest or encumbrance of any kind, in each case, however created or arising, whether fixed or floating, perfected or not, contingent or absolute, and any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing;

"Matching Period" has the meaning set out in Section 5.4(a)(iv);

"Material Contract" means any Contract:

(a) that, if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Company Material Adverse Effect;

(b) providing for the establishment, organization, formation or governance of, or investment in, any joint venture, limited liability company, co-ownership, partnership or similar alliance;

(c) that requires or otherwise creates an obligation of the Company or any of its Subsidiaries (whether conditional, contingent or otherwise) to issue any Company Securities or other securities (including debt securities) of the Company or any of its Subsidiaries (other than any Employee Plan);

(d) relating, directly or indirectly, to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, or for the deferred purchase price of property with an outstanding principal amount in excess of $500,000 or which is secured by a Lien (other than loans between the Company and its Subsidiaries);

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(e) under which the Company or any of its Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party, excluding guarantees or intercompany liabilities or obligations between two or more wholly-owned Subsidiaries of the Company or between the Company and one or more of its wholly-owned Subsidiaries;

(f) that is a Real Property Lease;

(g) relating to litigation or settlement thereof which gives rise to or could give rise to any actual or contingent obligations or entitlements of the Company or any of its Subsidiaries, which have not been fully satisfied prior to the date of this Agreement, other than obligations or entitlements, individually or in the aggregate, of not more than $300,000;

(h) that is a contractual royalty, production payment, net profits, earn-out, streaming agreement, metal prepayment or similar Contract on a property of the Company or any of its Subsidiaries;

(i) involving a sharing of revenues, profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any other Person;

(j) providing for any Swap;

(k) that is a Collective Agreement;

(l) that is with a Governmental Entity or an Indigenous Group;

(m) under which the Company or any of its Subsidiaries is obligated or reasonably expects to make, or reasonably expects to receive, payments in excess of $300,000 over the remaining term of such Contract (other than any Employee Plan);

(n) under which the Company or any of its Subsidiaries would be liable to pay $250,000 or more as a result of the termination of such Contract by the Company or any of its Subsidiaries, on or prior to the Outside Date (other than Employee Plans or any Contract which the general subject matter thereof is contemplated in any other paragraph of this definition);

(o) that is an employment agreement or offer letter with any Employee whose annualized base salary or wage is $150,000 or greater;

(p) that: (i) limits or restricts (A) the ability of the Company or any of its Subsidiaries to engage in any line of business or to acquire or operate any property or asset in any geographic area, or (B) the scope of Persons to whom the Company or any of its Subsidiaries may sell products or deliver services; (ii) contains any exclusivity or similar provision; (iii) grants a third party a “most favoured nation” right or a right of first offer or refusal in respect of any Assets; or (iv) contains any standstill or similar restrictions limiting the ability of the Company or any of its Subsidiaries to offer to purchase or purchase the assets or equity securities of another Person;

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(q) that creates an exclusive dealing arrangement or right of first offer or right of first refusal to the benefit of a third party;

(r) restricting, or that may in the future restrict: (i) the incurrence of Indebtedness by the Company or any of its Subsidiaries, including by requiring the granting of an equal and rateable Lien, or the incurrence of any Liens on any properties or assets of the Company or any of its Subsidiaries; or (ii) the payment of dividends or other distributions by the Company or any of its Subsidiaries; and

(s) any Contract, other than Contracts referred to in (a) through (r) above, that is still in force and which has been or would be required by Canadian Securities Laws to be filed by the Company with the Canadian Securities Authorities.

"Material Properties" means, collectively, all Mining Rights and all Real Property held by the Company and its Subsidiaries relating to the Ikkari Project and the Pahtavaara Mine;

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

"Mining Operations" means every kind of work done on or in respect of a Material Property, whether on exploration, development or mining, closure or remediation, and includes, without limitation, carrying out, or causing to be carried out, the work of assessment, line cutting, geophysical, geochemical and geological surveys, library research, data compilation, report preparation, studies and mapping, assaying and metallurgical testing, drilling, designing, examining, equipping, improving, surveying, trenching, shaft-sinking, raising, crosscutting and drifting, searching for, digging, trucking, sampling, working and procuring minerals or mining rights and keeping the same in good standing and renewing same, and doing all other work usually considered to be assessment, prospecting, exploration, development, pre-production, construction, mining or reclamation work;

"Mining Rights" means all permits, licences, mining claims, mining leases, mining concessions, reservations and any other forms of mineral or mining tenure or rights, together with all access and surface rights, rights of way, ingress and egress rights, servitudes, rights of superficies and other necessary property or immovable real rights related to any of the foregoing, for the purposes of prospecting, exploration, development, extraction or exploitation of Products, whether contractual, statutory or otherwise, or any interest therein, and includes all present or future renewal, extension, modification, substitution, amalgamation, succession, conversion, lease replacement, renaming or variation of any of those rights, including exploitation or exploration rights or additional acquired interests that derive directly from those rights (or the Mining Rights represented thereby);

"Misrepresentation" means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made;

"Money Laundering Laws" has the meaning set out in paragraph 45 of Schedule C;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

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

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"NI 52-109" means National Instrument 52-109 – Certification of Disclosure in Issuers Annual and Interim Financial Filings;

"NI 54-101" means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer;

"NI 62-104" means National Instrument 62-104 – Take-Over Bids and Issuer Bids;

"NYSE" means the New York Stock Exchange or any successors thereto;

"Option" means an option to purchase Common Shares issued pursuant to the Equity Incentive Plan;

"Optionholder Loans" has the meaning set out in the Plan of Arrangement;

"Orders" means, with respect to a Person, all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, settlements, stipulations, or decrees of any Governmental Entity having jurisdiction over the Person (in each case, whether temporary, preliminary or permanent);

"Ordinary Course" means, with respect to an action or inaction taken or to be taken, by the Company or any of its Subsidiaries, that such action or inaction is consistent with the past practices of such Person (including with respect to frequency and quantity), is commercially reasonable in the circumstances in which it is taken, and is taken in the ordinary course of the normal day-to-day operations of the business of such Person;

"Origin" means Origin Merchant Partners;

"Outside Date" means August 15, 2026, subject to the right of the Parties to extend the Outside Date in accordance with Section 1.4;

"Owned Real Property" means all real and immovable properties, rights, title and interest owned by the Company or any of its Subsidiaries, whether contractual, statutory or otherwise, including any and all servitudes, superficies rights, buildings, structures, fixtures, improvements, and appurtenances thereon and thereto;

"Pahtavaara Mine" means the Pahtavaara gold mine in Finland that is in care and maintenance, as more particularly described in the Company Public Documents and in Schedule 3.1(28(a)) of the Disclosure Letter;

"Parties" means, collectively, the Company and the Purchaser, and "Party" means any one of them;

"Permitted Acquisition Agreement" means an agreement, arrangement or understanding entered into by the Company to implement, pursue or support a Superior Proposal, which:

(a) other than in respect of the requirement for the Company to make a Change in Recommendation as provided in Section 5.4(a), all obligations of the Company (other than confidentiality and standstill) contained in such agreement, arrangement or understanding are effective only upon satisfaction of the condition precedent that the Company shall have publicly announced that the Arrangement

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Resolution has failed to receive the Required Securityholder Approval at the Company Meeting (including any adjournments or postponements thereof) in accordance with the Interim Order (the "PAA Condition");

(b) other than as required by Law prior to the satisfaction of PAA Condition, does not require or permit the Company to take any further steps in respect of a Superior Proposal, including any filing or notice to any Governmental Entity, until the PAA Condition has been satisfied;

(c) terminates automatically in accordance with its terms, and is of no further force or effect, immediately upon the failure of the PAA Condition;

(d) does not contain any provisions providing for the payment of any amount or the taking of any other action by the Company as a result of the completion of the transactions contemplated by this Agreement or the failure to satisfy the PAA Condition; and

(e) other than in respect of the ability of the Company to make a Change in Recommendation, upon the entering into of the agreement, arrangement or understanding as provided in Section 5.4(a), such agreement, arrangement or understanding does not by its terms otherwise prevent, delay or inhibit, in any way, such Party from completing the Arrangement in accordance with the terms of this Agreement unless and until such time as the PAA Condition is satisfied;

"Permitted Liens" means any one or more of the following:

(a) statutory or express exceptions or reservations, provisos, limitations and conditions contained in the original Crown grant or contained in any other grant or disposition from the Crown, as same may be varied by statute;

(b) Liens for Taxes or charges for electricity, gas, power, water and other utilities which are either not yet due or delinquent or are being contested in good faith by appropriate proceedings and in respect of which Governmental Entities are prevented from taking colleting action during the valid contest of such amounts and for which adequate provision has been made in accordance with IFRS;

(c) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the Assets; provided that such Liens are related to obligations not yet due or delinquent, are not registered against title to any Assets and in respect of which adequate holdbacks are being maintained as required by applicable Law;

(d) municipal by-laws, regulations, ordinances, zoning law, building or land use restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property and any other restrictions affecting or controlling the use, marketability or development of real property imposed by any Governmental Entity having jurisdiction over real property;

(e) customary rights of general application reserved to or vested in any Governmental Entity to control or regulate any interest in the facilities in which the Company or

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any of its Subsidiaries conduct their business; provided that such Liens, encumbrances, exceptions, agreements, restrictions, limitations, contracts and rights (i) were not incurred in connection with any Indebtedness, and (ii) do not, individually or in the aggregate, have a material adverse effect on the value or materially impair the use of the subject property;

(f) agreements affecting real property with any public utility, municipality or Governmental Entity in connection with operations conducted with respect to the Assets in the Ordinary Course, but only to the extent those Liens relate to costs and expenses for which payment is not yet due or delinquent;

(g) any minor encroachments by any structure located on the Real Property onto any adjoining lands and any minor encroachment by any structure located on adjoining lands onto the Real Property that do not materially adversely impact the use in the Ordinary Course of the Assets affected thereby as they are being used on the date of this Agreement;

(h) easements, rights of way, restrictions, restrictive covenants, servitudes and similar rights in land including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables, that do not materially adversely impact the use in the Ordinary Course of the Assets affected thereby as they are being used on the date of this Agreement;

(i) minor title defects or irregularities consisting of minor surveyor exceptions; provided that such defects, irregularities, or exceptions do not, individually or in the aggregate, materially adversely affect or impair the quiet enjoyment, use, or operation of the properties as currently enjoyed, used or operated or as contemplated in the Company Public Documents;

(j) any Liens (i) pursuant to capitalized leases or purchase money obligations of such Person entered into in the Ordinary Course; (ii) pursuant to any conditional sales agreement, leases for equipment, vehicles or any other personal property and assets in or over the property and assets so purchased or leased in the Ordinary Course; (iii) registered, as of the date hereof, against the Assets in a public personal property registry, or similar registry systems; or (iv) registered as of the date hereof against title to the Real Property comprising the Assets in the applicable land registry offices (other than Liens granted in connection with Indebtedness); and

(k) Liens listed and described in Schedule 1.1 of the Disclosure Letter;

"Person" includes any individual, partnership, association, body corporate, trust, organization, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status;

"Personal Information" means information in any form that is subject to any Privacy Law or capable of being associated with a legal Person (in jurisdictions where legal persons have the benefit of, or are protected by, Privacy Laws) or with an individual consumer or device, including information that identifies, or could be combined with other information to identify a device or natural person, including name, physical address, telephone number, email address, financial

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account number, government-issued identifier (including Social Security number and driver's license number), medical, health or insurance information, gender, date of birth, educational or employment information, any religious or political view or affiliation, marital or other status, photograph, face geometry or biometric information, and any other data used or intended to be used to identify, contact or precisely locate an individual;

"Plan of Arrangement" means the plan of arrangement in the form set out in Schedule A, subject to any amendments or variations thereto made in accordance with this Agreement and the Plan of Arrangement, or made at the direction of the Court in the Final Order (with the prior written consent of the Company and the Purchaser, each acting reasonably);

"Pre-Acquisition Reorganization" has the meaning set out in Section 4.6;

"Privacy Laws" means any applicable Law that governs the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of Personal Information, including the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council, and any such law governing data breach notification, in any jurisdiction in which the Company or any of its Subsidiaries provides services;

"Proceeding" means any suit, claim, action, charge, complaint, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, any court or other Governmental Entity;

"Products" means any and all minerals or mineral substances of every nature and kind, including metals, precious metals, base metals, industrial minerals, commercially valuable, rock, clays, hydrocarbons, oil, gas and other materials in whatever form or state which may be mined, excavated, extracted, recovered in soluble solution or otherwise recovered or produced from any Mining Rights, including ore, concentrates and any other products resulting from the refining of materials derived from any Mining Rights;

"PSU" means a performance share unit of the Company issued pursuant to the Equity Incentive Plan;

"Purchaser" has the meaning set out in the preamble;

"Purchaser Common Shares" means the common shares in the capital of the Purchaser;

"Purchaser Financial Statements" has the meaning set out in paragraph 16 of Schedule D;

"Purchaser Material Adverse Effect" means any change, event, occurrence, effect, state of facts, or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, properties, assets, operations, results of operations, condition or liabilities (whether absolute, accrued, contingent, conditional or otherwise) of the Purchaser and its Subsidiaries, taken as a whole, other than any change, event, occurrence, effect, state of facts or circumstance resulting from, relating to or in connection with:

(a) any change or development in the gold mining industry in general, including any change in the price of gold;

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(b) any changes in general political, economic or financial conditions or in credit, banking, currency, commodities or capital markets generally in Canada, Mexico, Finland or Australia;

(e) any general outbreak of illness, pandemic, epidemic or other similar event, or the material worsening thereof;

(g) the failure of the Purchaser to meet any internal or published projections, forecasts, guidance, budgets, or estimates of earnings, cash flow or other financial performance or results of operations for any period; provided, however, that the changes, events, occurrences, effects, states of facts, or circumstances underlying such failure that are not otherwise excluded from the definition of a Purchaser Material Adverse Effect may be considered to determine whether a Purchaser Material Adverse Effect has occurred (unless excluded by other clauses in this definition);

(h) the execution, announcement, pendency or performance of this Agreement or the consummation of the transactions contemplated pursuant to the Plan of Arrangement;

(i) any change in the market price or trading volume of any securities of the Purchaser; provided, however, that the changes, events, occurrences, effects, states of facts or circumstances underlying such change that are not otherwise excluded from the definition of Purchaser Material Adverse Effect may be considered to determine whether a Purchaser Material Adverse Effect has occurred (unless excluded by other clauses in this definition); or

(j) any action taken (or omitted to be taken) by the Purchaser or any of its Subsidiaries that is required to be taken (or omitted to be taken) pursuant to this Agreement or applicable Law or which was explicitly requested or consented to be taken (or omitted to be taken), in writing, by the Company or any of its affiliates,

provided, however, that if any change, event, occurrence, effect, state of facts, or circumstance referred to in clauses (a) through to and including (f) above has a materially disproportionate effect on the business, properties, assets, operations, results of operations, condition or liabilities (whether absolute, accrued, contingent, conditional or otherwise) of the Purchaser and its Subsidiaries, taken as a whole, relative to other comparable gold mining entities, such change, event, occurrence, effect, state of facts or circumstances may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred and unless expressly provided in any particular section of this Agreement, references in certain sections of this

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Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Purchaser Material Adverse Effect” has occurred;

“Purchaser Options” means an option to purchase Purchaser Common Shares;

“Purchaser Public Documents” means all forms, reports, schedules, statements and other documents which have been publicly filed by the Purchaser on SEDAR+ since January 1, 2025, whether or not filed pursuant to Canadian Securities Laws;

“Real Property” means the Owned Real Property and the Leased Premises;

“Real Property Lease” means any lease, sublease, license, access rights, rights of way, occupancy rights, surface rights or other agreement with respect to any real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries, except any Owned Real Property;

“Registrar” means the registrar duly appointed pursuant to Section 400 of the BCBCA;

“Regulated Substances” means any substance that is regulated under or pursuant to any Environmental Laws, including those substances that are prohibited, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under any applicable Environmental Laws;

“Regulatory Approvals” means any consent, waiver, exemption, relief, review, Order, decision, approval or other Authorization of, or any notification, registration and filing with or withdrawal of any objection or successful conclusion of any litigation brought by, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case required under Law in connection with the Arrangement, including the Required Regulatory Approvals;

“Reimbursement Event” has the meaning set out in Section 8.3(b);

“Release” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Regulated Substance, whether accidental or intentional, into the environment;

“Representative” means, with respect to a Party, its Subsidiaries and each of its and their respective directors, officers, trustees, employees, agents or representatives (including any legal, financial or other advisor);

“Required Securityholder Approval” has the meaning set out in Section 2.2(b);

“Rights Agreement” means the contingent value rights agreement to be entered into between the Purchaser and Computershare Trust Company of Canada, as rights agent, setting out the terms and conditions of the CVRs to be issued in accordance with the terms of the Plan of Arrangement, in substantially the form set out in Schedule E;

“RSU” means a restricted share unit of the Company issued pursuant to the Equity Incentive Plan;

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"Sanctions" has the meaning set out in paragraph 43 of Schedule C;

"SEC" means the United States Securities and Exchange Commission;

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

"Section 85 Election" has the meaning set out in Section 4.7(b);

"Securities Authorities" means the Canadian Securities Authorities and the SEC;

"Securities Laws" means Canadian Securities Laws and U.S. Securities Laws;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval+ maintained on behalf of the Canadian Securities Authorities;

"Senior Management" means the members of the senior leadership team of the Company, which is currently comprised of Graham Crew, Jeffrey Karoly and Michael Stoner;

"Software" means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs;

"Special Committee" means the special committee of the Board, comprised of Michael Ouellette, as Chair, Gunnar Nilsson, Joanna Pearson and William Washington, which was constituted to consider, among other things, the Arrangement;

"Statutory Plans" means statutory benefit plans which the Company or its Subsidiaries, as applicable, are required to participate in or comply with, including any benefit plan administered by any federal or provincial government and any benefit plans administered pursuant to applicable health, Tax, workplace safety insurance, and employment insurance Laws;

"Subsidiary" has the meaning set out in Section 1.2(k);

"Superior Proposal" means a bona fide written Acquisition Proposal made after the date of this Agreement by an arm's length Person or group of Persons to acquire not less than 100% of the issued and outstanding Common Shares (other than the Common Shares beneficially owned by such Person or group of Persons) or all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis, that:

(a) complies with Securities Laws;

(b) did not result from or involve a breach of Article 5, the Exclusivity Agreement or any agreement between any Person making such Acquisition Proposal and the Company;

(c) is not subject to a financing condition or contingency and in respect of which, after receiving the advice of its outside legal and financial advisors, the Board determines in good faith that the funds or other consideration necessary to complete such Acquisition Proposal are, or will be, available to complete such

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Acquisition Proposal, as the case may be, at the time and on the basis set out in such Acquisition Proposal;

(d) is not subject to any due diligence or access condition;

(e) the Board has determined in good faith, after receiving the advice of its outside legal and financial advisors, is reasonably likely to be completed at the time and on the terms proposed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal and their respective affiliates;

(f) the Board has determined in good faith, after receiving the advice of its outside legal and financial advisors, and after taking into account all the terms and conditions of the Acquisition Proposal, including all financial, legal, regulatory and other aspects of such proposal, and all other factors deemed relevant by the Board (including the Person or group of Persons making such Acquisition Proposal and their affiliates): (i) would, if consummated in accordance with its terms (but without assuming away any risk of non-completion), result in a transaction which is more favourable, from a financial point of view, to Company Shareholders than the Arrangement (including after considering any amendments to the terms and conditions of the Arrangement or the Plan of Arrangement proposed by the Purchaser pursuant to Section 5.4(b)); and (ii) that failure to recommend such Acquisition Proposal to Company Shareholders would be inconsistent with the fiduciary duties of the Board under applicable Law; and

(g) if the Company does not have the financial resources to pay the Termination Fee, provides that the Person making such Acquisition Proposal shall advance or otherwise provide the Company the cash required for the Company to pay the Termination Fee, and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable;

"Superior Proposal Notice" has the meaning set out in Section 5.4(a)(iii);

"Supporting Shareholders" means, collectively, each of the directors of the Company, each member of Senior Management, and each other Company Shareholder that has entered into a Voting Support Agreement;

"Swap" means any transaction which is a derivative, rate swap transaction, basis swap, forward rate transaction, hedge, equity or equity index swap, equity index option, bond option, interest rate option, forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, forward sale, exchange traded futures Contract or other similar transaction (including any option with respect to any of these transactions or any combination of these transactions);

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assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, countervailing, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or pursuant to any tax-sharing agreement or any other contract relating to the sharing of amounts; and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party, and in each case, whether disputed or not;

"Tax Act" means the Income Tax Act (Canada);

"Tax Returns" means any return, report, declaration, designation, election, notice, filing, form, claim for refund, information return or other document (including any related or supporting schedule, statement or information) made, prepared or filed or required to be filed in connection with the determination, assessment, collection or payment of any Tax or the administration, implementation or enforcement of any Laws, regulations or administrative requirements relating to any Tax;

"Terminating Party" has the meaning set out in Section 4.9(c);

"Termination Fee" has the meaning set out in Section 8.2(b);

"Termination Fee Event" has the meaning set out in Section 8.2(b);

"Termination Notice" has the meaning set out in Section 4.9(c);

"Third Party Beneficiaries" has the meaning set out in Section 8.5(a);

"Treasury Regulations" means the rules and regulations promulgated under the U.S. Tax Code;

"TSX" means the Toronto Stock Exchange or any successor thereto;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the SEC promulgated thereunder;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended from time to time and the rules and regulations of the SEC promulgated thereunder;

"U.S. Securities Laws" means the U.S. Securities Act and all other applicable U.S. federal securities Laws;

"U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended from time to time; and

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"Voting Support Agreements" means the voting support agreements dated the date of this Agreement between the Purchaser, on the one hand, and each of the Supporting Shareholders, on the other hand.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.

(b) Currency. All references to dollars or to “$” are references to Canadian dollars, unless otherwise specified. In the event that any amounts are required to be converted from a foreign currency to Canadian dollars or vice versa, such amounts shall be converted using the most recent daily average exchange rate published by The Bank of Canada available before the relevant calculation date.

(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(d) Certain Phrases and References, etc. (i) The words "including", "includes" and "include" mean "including (or includes or include) without limitation," and "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of"; (ii) unless stated otherwise, "Article", "Section", "paragraph" and "Schedule" followed by a number or letter mean and refer to the specified Article, Section or paragraph of or Schedule to this Agreement; (iii) unless stated otherwise, the term "Agreement" and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules, exhibits or attachments hereto and thereto; and (iv) the term "made available" means copies of the subject materials were included in the Data Room.

(e) Capitalized Terms. All capitalized terms used in any Schedule or in the Disclosure Letter have the meanings ascribed to them in this Agreement.

(f) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the actual knowledge of Senior Management after due and diligent enquiry.

(g) Accounting Terms. Unless otherwise specified herein, all accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with IFRS.

(h) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

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(i) Date for Action and Computation of Time. If the date on which any action is required or permitted to be taken by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

(j) Time References. Unless stated otherwise, references to: (i) days, mean calendar days; and (ii) time, are to local time in Toronto, Ontario.

(k) Affiliates and Subsidiaries. For the purpose of this Agreement: (i) a Person is an “affiliate” of another Person if one of them is a Subsidiary of the other or each one of them is controlled, directly or indirectly, by the same Person; (ii) a “Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary; and (iii) a Person is considered to “control” another Person if: (A) the first Person beneficially owns or directly or indirectly exercises control or direction over securities of the second Person carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors of the second Person, unless that first Person holds the voting securities only to secure an obligation; (B) the second Person is a partnership, other than a limited partnership, and the first Person holds more than 50% of the interests of the partnership; or (C) the second Person is a limited partnership, and the general partner of the limited partnership is the first Person.

1.3 Subsidiaries to Comply

To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of the Company, each such provision shall be construed as a covenant of the Company to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action.

1.4 Outside Date

(a) The Company and the Purchaser shall each have the right to postpone the Outside Date on one or more occasions in 10-day increments, as specified by the Company or the Purchaser, up to a maximum of 90 days, if the condition in Section 6.1(e) [Illegality] has not been satisfied at such time, by providing notice of such postponement to the other Party in accordance with Section 1.4(b).

(b) The Company or the Purchaser, as applicable, shall give written notice of any such postponement of the Outside Date permitted in accordance with Section 1.4(a) to the other Party by no later than 5:00 p.m. on the date that is not less than three Business Days prior to the Outside Date (as such Outside Date may have been postponed pursuant to this Section 1.4), or such later date as may be agreed to in writing by the Parties; provided that, notwithstanding the foregoing, the Company or the Purchaser, as applicable, shall not be permitted to postpone the Outside Date (as such Outside Date may have been postponed pursuant to this Section 1.4) if: (i) the failure to satisfy the condition in Section 6.1(e) [Illegality] is the result of such Party's breach of its obligations under this Agreement with respect to such matter; or (ii) in the aggregate, such postponements would exceed 90 days from the original Outside Date.

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1.5 Schedules

The following Schedules are attached to this Agreement and form an integral part of this Agreement for all purposes of it:

Schedule A – Plan of Arrangement
Schedule B – Arrangement Resolution
Schedule C – Representations and Warranties of the Company
Schedule D – Representations and Warranties of the Purchaser
Schedule E – Form of Rights Agreement

1.6 Disclosure Letter

For the purpose of this Agreement, it is acknowledged and agreed that disclosure in any section or subsection of the Disclosure Letter will be deemed disclosed with respect to all Sections of this Agreement and all other subsections of the Disclosure Letter to the extent the relevance is reasonably apparent on the face of such disclosure. References to any disclosure in writing in this Agreement shall be limited to disclosure made by the Company in this Agreement and the Disclosure Letter. The Disclosure Letter itself and all information contained in it is confidential information and is subject to the terms and conditions of the Confidentiality Agreement.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

The Parties agree that the Arrangement and each of the transactions contemplated in the Plan of Arrangement shall be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement. From and after the Effective Time, the steps to be carried out pursuant to the Arrangement shall become effective in accordance with the Plan of Arrangement.

2.2 Interim Order

The Company shall, as soon as reasonably practicable after the date of this Agreement and in any event in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.3(c), in a manner and form acceptable to the Purchaser, acting reasonably, apply to the Court pursuant to section 291 of the BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue a petition to the Court for the Interim Order, which shall provide, among other things:

(a) for the calling and holding of the Company Meeting and for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;

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(b) that the required approval for the Arrangement Resolution shall be (the “Required Securityholder Approval”):

(i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders;

(ii) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders, and holders of Options, DSUs, RSUs and PSUs, voting together as a single class with one vote for each Common Share, Option, DSU, RSU and PSU held, present in person or represented by proxy at the Company Meeting; and

(iii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present or represented by proxy at the Company Meeting, excluding for this purpose votes cast in respect of any Common Shares held or controlled by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;

(c) that the Company Meeting may be held as a virtual-only or hybrid shareholder meeting and that Company Securityholders that participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting, including for purposes of establishing quorum;

(d) that, if a virtual-only Company Meeting is held in accordance with the Interim Order, such Company Meeting will be deemed to be held at the location of the Company’s registered office;

(e) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as of the deadline for exercising Dissent Rights, as set forth in the Plan of Arrangement;

(f) for the notice requirements with respect to the presentation of the petition to the Court for the Final Order;

(g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties, without the need for additional approval of the Court and without the necessity of first convening the Company Meeting or obtaining any vote of the Company Securityholders, and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company and the Purchaser may agree is appropriate in the circumstances;

(h) confirmation of the record date for the purposes of determining the Company Securityholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;

(i) that the record date for the Company Securityholders entitled to notice of and to vote at the Company Meeting will not change, including as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by the Court or applicable Law;

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(j) that the Parties intend to rely upon the Section 3(a)(10) Exemption and similar exemptions from U.S. state securities Laws with respect to the issuance of Consideration Shares and CVRs to Company Securityholders pursuant to the Arrangement, subject to and conditioned on the Court's determination that the Arrangement is substantively and procedurally fair to the Company Securityholders who are entitled to receive Consideration Shares or CVRs and based on the Court's approval of the Arrangement;

(k) that each Company 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 the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order;

(l) that the deadline for the submission of proxies by Company Securityholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Company Meeting, subject to waiver by the Company in accordance with this Agreement;

(m) that, subject to the foregoing and in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and

(n) for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

2.3 Company Meeting

Subject to the terms of this Agreement and (except in respect of Section 2.3(a)) receipt of the Interim Order, the Company shall:

(a) in consultation with the Purchaser, fix and publish on SEDAR+ the record date for determining the Company Securityholders entitled to receive notice of and vote at the Company Meeting, such record date to be as soon as reasonably practicable following the date hereof;

(b) in consultation with the Purchaser, determine the format (hybrid or virtual) of the Company Meeting;

(c) subject to Section 2.3(d), duly call, give notice of, convene and conduct the Company Meeting in accordance with the Interim Order, the Company's Constating Documents and Law, as soon as reasonably practicable, and in any event on or before June 16, 2026;

(d) not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except: (i) as required for quorum purposes by Law, in which case the Company Meeting shall be adjourned and not cancelled and subsequently reconvened as soon as practicable; (ii) if required by applicable Law or by a Governmental Entity; (iii) if requested by the Purchaser, for adjournments or

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postponements for not more than 10 Business Days in the aggregate for the purposes of (A) soliciting proxies if necessary to obtain the requisite approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and any transactions contemplated by this Agreement, or (B) seeking injunctive or other equitable relief, including specific performance, to prevent breaches or threatened breaches of the Voting Support Agreements, and to enforce compliance with the terms of the Voting Support Agreements; or (iv) as expressly provided in Section 4.9(d) or Section 5.4(e); provided however, that with respect to items (i), (iii) and (iv), such adjournments and postponements would not result in the Company Meeting being held on a date that would prevent the Effective Date from occurring prior to the Outside Date;

(e) unless the Board has made a Change in Recommendation in accordance with this Agreement, solicit proxies: (i) in favour of the approval of the Arrangement Resolution; and (ii) against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and any transactions contemplated by this Agreement, including if requested by the Purchaser (at the Purchaser's sole cost), use proxy solicitation services firms selected by the Company and approved by the Purchaser, acting reasonably, to solicit proxies in favour of the approval of the Arrangement Resolution, and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution, and cooperate with such firm or any other Persons engaged by the Purchaser or any of its affiliates to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution;

(f) promptly provide the Purchaser with copies of or access to information regarding the Company Meeting generated by the Company's transfer agent or any proxy solicitation services firm, and use its commercially reasonable efforts to cause any proxy solicitation services firm retained by the Company to deliver any reports or other information it produces to the Purchaser and its Representatives directly, concurrently with the delivery of such information to the Company;

(g) not, except as required by applicable Law, or with the prior written consent of the Purchaser, propose or submit for consideration at the Company Meeting any business other than the Arrangement Resolution;

(h) permit the Purchaser or any of its affiliates to, at the Purchaser's sole expense, directly or through a proxy solicitation services firm of its choice, actively solicit proxies in favour of the Arrangement and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution in compliance with Law and the Company shall disclose in the Circular that the Purchaser or its affiliates may make such solicitations;

(i) consult with the Purchaser in fixing the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser's Representatives to attend the Company Meeting;

(j) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last 15 Business Days prior to

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the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any other information relating to the proxies or the Company Meeting reasonably requested by the Purchaser, including specifying votes "for" and votes "against" the Arrangement Resolution and if any beneficial Company Shareholder appoints itself as a proxy holder for purposes of the Company Meeting;

(k) (i) promptly advise the Purchaser of any communication (written or oral), other than non-substantive communication, from any Person (including any communications, written or oral, from any Company Securityholders, other than communications from a Person who purports to hold less than $1,000,000 of Common Shares), or Proceedings brought by (or threatened to be brought by) any Person, in each case, in opposition to the Arrangement or relating to the exercise or purported exercise or withdrawal of Dissent Rights; and (ii) unless prohibited by Law, provide the Purchaser with: (A) a copy of any such written communication; (B) an opportunity to review and comment upon any written communication sent by or on behalf of the Company to any such Person, and shall consider any such comments in good faith; and (C) an opportunity to participate in any discussions, negotiations or Proceedings with or including any such Person;

(l) 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 Dissent Rights without the prior written consent of the Purchaser;

(m) not change the record date for the Company Securityholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, unless required by Law, the Interim Order, any other order of the Court, or with the Purchaser's prior written consent (not to be unreasonably withheld, conditioned or delayed);

(n) not waive: (i) any failure by any Company Shareholder to timely deliver a notice of exercise of Dissent Rights; or (ii) the deadline for the submission of proxies by Company Securityholders for the Company Meeting, in each case, without the prior written consent of the Purchaser;

(o) notify the Purchaser if any beneficial holders of any Common Shares seek to become registered Company Shareholders by withdrawing their shares from the book-based system;

(p) at the reasonable request of the Purchaser from time to time, promptly provide the Purchaser with a list (in both written and electronic form) of: (i) registered Company Shareholders, together with their addresses and respective holdings of Company Securities, as applicable; (ii) the names, addresses (to the extent in the Company's possession or otherwise reasonably obtainable by the Company) and holdings of all Persons having rights issued by the Company to acquire Company Securities; and (iii) participants in book-based systems and non-objecting beneficial owners of Company Securities, together with their addresses and respective holdings of Company Securities, as applicable, all as can be reasonably obtained by the Company under Securities Laws. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or supplemental lists of Company Securityholders

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(in both written and electronic form) and lists of holdings and other assistance as the Purchaser may reasonably request; and

(q) notwithstanding: (i) the receipt by the Company of a Superior Proposal; (ii) the Board having made a Change in Recommendation; or (iii) the Company entering into a Permitted Acquisition Agreement, continue to take all steps necessary to hold the Company Meeting and to cause the Arrangement Resolution to be voted on at such meeting and shall not propose to adjourn or postpone such meeting other than as contemplated in Section 2.3(d); provided that the Company shall not be required to hold the Company Meeting: (A) if this Agreement is terminated in accordance with its terms; (B) if the holding of the Company Meeting is not permitted by Law or by a Governmental Entity; or (C) with the prior written consent of the Purchaser.

2.4 Circular

(a) Subject to the Purchaser's compliance with Section 2.4(f), the Company shall: (i) as promptly as practicable following the date of this Agreement prepare and complete, in consultation with the Purchaser, the Circular, together with any other documents required by Law in connection with the Company Meeting and the Arrangement or that may be necessary in connection with obtaining the Required Securityholder Approval; (ii) prior to the issuance of the Interim Order, file with the Court a copy of the proposed text of the Circular, together with any other documents required by Law to be delivered in connection with the Company Meeting; and (iii) as promptly as practicable after obtaining the Interim Order, cause the Circular and such other documents required to be filed and sent to each Company Securityholder (and such other Person as required by the Interim Order and Law) in connection with the Company Meeting, in each case using best efforts so as to permit the Company Meeting to be held in accordance with Section 2.3(c).

(b) The Company shall abridge the timing contemplated by NI 54-101, as provided in section 2.20 thereof, so as to permit the Company Meeting to be held in accordance with Section 2.3(c).

(c) On the date of mailing the Circular, the Company shall ensure that the Circular: (i) complies in all material respects with Law and the Interim Order; (ii) does not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Circular relating to the Purchaser and its affiliates that was furnished or approved by, or on behalf of, the Purchaser in writing specifically for the purpose of inclusion in the Circular pursuant to Section 2.4(f)); and (iii) provides the applicable Company Securityholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting.

(d) Without limiting the generality of Section 2.4(c), the Circular shall, among other things, include:

(i) a copy of the Interim Order;
(ii) a copy of each of the Fairness Opinions and the Formal Valuation;
(iii) unless a Change in Recommendation has been made in accordance with this Agreement, a statement to the effect that the Special Committee has

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received the Fairness Opinions and the Formal Valuation, and has, after receiving legal and financial advice, unanimously determined that the Arrangement is fair and reasonable to Company Shareholders (other than the Purchaser) and in the best interests of the Company, and unanimously recommended to the Board that the Board: (A) approve this Agreement and the Arrangement; and (B) recommend to Company Securityholders (other than the Purchaser) that they vote in favour of the Arrangement Resolution;

(iv) unless a Change in Recommendation has been made in accordance with this Agreement, a statement to the effect that the Board has received the Fairness Opinions and the Formal Valuation and has, after receiving legal and financial advice and the unanimous recommendation of the Special Committee, unanimously (other than conflicted directors abstaining) determined: (A) that the Arrangement is in the best interests of the Company; (B) that the Arrangement Consideration is fair and reasonable to the Company Shareholders (other than the Purchaser); and (C) to recommend that Company Securityholders (other than the Purchaser) vote in favour of the Arrangement Resolution (the "Board Recommendation");

(v) the rationale for the Board Recommendation;

(vi) a statement to the effect that (and only to the extent accurate as of such time) each of the Supporting Shareholders has agreed to vote all of such Person's Company Securities in favour of the Arrangement Resolution and any other resolution presented at the Company Meeting required to give effect to the Arrangement and against any resolution that is inconsistent with the Arrangement Resolution, subject to the terms and conditions of the Voting Support Agreements; and

(vii) information on how Company Securityholders and proxyholders can vote at the Company Meeting.

(e) The Company: (i) shall give the Purchaser and its Representatives a reasonable and timely opportunity to review and comment on drafts of the Circular and other related documents (including the letter of transmittal and instructions for the surrender of certificates, direct registration system advices, etc.), prior to the Circular and such documents being printed, mailed to Company Securityholders or filed with any Governmental Entity, and shall give reasonable consideration to comments made by the Purchaser and its Representatives thereon; and (ii) agrees that all information included in the Circular: (A) describing the Agreement, the Plan of Arrangement, the Voting Support Agreements or any of the terms and conditions thereof; or (B) relating solely to the Purchaser or any of its affiliates, shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular and related documents shall not be printed or filed with any Governmental Entity without such approval. The Company shall provide the Purchaser with a final copy of the Circular and all other related documents prior to mailing such documents to the Company Securityholders.

(f) The Purchaser shall provide the Company, on a timely basis, with all necessary information regarding the Purchaser, its affiliates, and the Consideration Shares and CVRs as required by the Interim Order or applicable Laws for inclusion in the Circular. The Purchaser covenants that any such information it provides to the Company for inclusion in the Circular will

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be accurate and complete in all material respects as of the relevant date of such information and will not contain a Misrepresentation.

(g) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, to the extent required by the Interim Order, the Court or by Law, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Securityholders and, if required by the Court or by Law, file the same with the Canadian Securities Authorities or any other Governmental Entity as required. The Company shall provide the Purchaser and its Representatives a reasonable opportunity to review and comment on any such amendment or supplement to the Circular prior to any filing or dissemination thereof and shall give reasonable consideration to comments made by the Purchaser and its Representatives. The Company shall provide the Purchaser with a final copy of any such amendment prior to the filing or dissemination thereof.

(h) The Parties shall each use their commercially reasonable efforts to obtain any necessary consents from its auditors and any of its other advisors to the use of any financial, technical or other expert information required to be included (including through incorporation by reference) in the Circular and to the identification in the Circular of each such advisor.

(i) Unless prohibited by Law, the Company shall promptly notify the Purchaser upon the receipt of any communication, whether written or oral, from the TSX, any Canadian Securities Authority or any other Governmental Entity with respect to the Circular, the Company Meeting or the Arrangement, or any request from the TSX, any Canadian Securities Authority or any other Governmental Entity for information related to the Circular, the Company Meeting or the Arrangement, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and the TSX, any Canadian Securities Authority or any other Governmental Entity, on the other hand.

(j) Unless prohibited by Law: (i) the Company shall respond as promptly as reasonably practicable to any communication from the TSX, a Canadian Securities Authority or any other Governmental Entity with respect to the Circular, the Company Meeting or the Arrangement, and shall consult with the Purchaser and its counsel prior to submitting any responses or other communications to the TSX, any Canadian Securities Authority or any other Governmental Entity; (ii) the Company shall also give the Purchaser and its counsel the opportunity to participate in any discussions between the Company and the TSX, any Canadian Securities Authority or any other Governmental Entity with respect to the Circular, the Company Meeting or the Arrangement; and (iii) in connection with the filing of the Circular or the dissemination thereof to the Company Shareholders, or submitting to the TSX, any Canadian Securities Authority or any other Governmental Entity any response to any communication of the TSX, any Canadian Securities Authority or any other Governmental Entity with respect thereto, the Company shall provide the Purchaser and its counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will give reasonable consideration to comments of the Purchaser and/or its counsel prior to such filing, dissemination or submission.

2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting in accordance with the terms of the Interim Order, the Company shall take all steps

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necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 291 of the BCBCA, as soon as reasonably practicable but, in any event, not later than three Business Days (subject to the earliest availability of the Court) after the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, or such other date as may be agreed to by the Parties in writing, acting reasonably.

2.6 Court Proceedings

(a) Subject to the terms of this Agreement, the Purchaser shall cooperate with, and assist the Company in seeking, the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser or its affiliates reasonably requested by the Company or required by Law to be supplied by the Purchaser in connection therewith.

(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, and in each case subject to Law, the Company shall:

(i) diligently pursue, and consult and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;

(ii) provide the Purchaser and its legal counsel with a reasonable and timely opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court in connection with the Arrangement, including drafts of the petition for the Interim Order and the Final Order, affidavits, the Interim Order and the Final Order, and the Company shall give reasonable consideration to comments of the Purchaser and its legal counsel on such materials;

(iii) promptly provide Purchaser and its legal counsel with copies of any response to petition, and any evidence or other documents served on the Company or its legal counsel, in respect of the petition seeking either the Interim Order or the Final Order or any appeal therefrom or any amendment thereto, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;

(iv) not object to the Purchaser's legal counsel making such submissions on the hearing of the petition for the Interim Order or the Final Order or any appeal therefrom or any amendment thereto, as such counsel considers appropriate; provided that (A) the Purchaser's legal counsel advises the Company's legal counsel of the nature of any such submissions and provides copies of all documentation relating to such submissions to the Company's legal counsel as far in advance of the hearing as reasonably practicable; and (B) such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;

(v) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;

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(vi) oppose any appearance, proposal or motion from any Person that the Final Order contains any provision inconsistent with this Agreement or the Plan of Arrangement and shall consult with the Purchaser with respect to the defence or settlement of any Company Shareholder or derivative proceeding and shall not settle in respect of any such proceeding without the Purchaser's prior written consent;

(vii) if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser and its legal counsel; and

(viii) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated in this Section 2.6 or with the Purchaser's prior written consent, which consent may not be unreasonably withheld, conditioned or delayed; provided that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser's obligations or diminishes or limits the Purchaser's rights set forth in any such filed or served materials or under this Agreement, the Arrangement and the Voting Support Agreements.

2.7 Arrangement and Effective Date

(a) On the third Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Sections 6.1, 6.2 and 6.3 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is stipulated, of those conditions prior to Closing on the Effective Date), unless another date is agreed to in writing by the Parties (the "Effective Date"), the Arrangement shall become effective at the Effective Time on such date, whereupon, the transactions comprising the Arrangement shall be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality.

(b) The closing of the transactions contemplated by the Arrangement (the "Closing") will take place via electronic document exchange at 8:00 a.m. (Toronto time) on the Effective Date, or at such other date or time as may be agreed upon by the Parties.

(c) From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the BCBCA, and the Company shall file or deposit with the Registrar any records, information or other documents required to be filed with the Registrar in connection with the Arrangement, if any.

2.8 Payment of Consideration

The Purchaser shall, following receipt of the Final Order and prior to Closing, deposit or cause to be deposited in escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Parties, acting reasonably) sufficient funds, Consideration Shares and CVRs

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to satisfy the aggregate Arrangement Consideration payable by the Purchaser to Company Securityholders (other than Dissenting Shareholders) pursuant to the Plan of Arrangement and to satisfy the aggregate amount of the Optionholder Loans advanced pursuant to the Plan of Arrangement.

2.9 Adjustment of Consideration

(a) If between the date of this Agreement and the Effective Time the Company declares, sets aside or pays any dividend or other distribution on the Common Shares with a record date on or prior to the Effective Date, except as may otherwise be agreed in writing by the Parties, then: (i) if the amount of such dividends or distributions per Common Share does not exceed the Arrangement Consideration, the Arrangement Consideration to be paid shall be reduced by the per Common Share amount of such dividends or distributions; and (ii) if the amount of such dividends or distributions per Common Share exceeds the Arrangement Consideration, the Arrangement Consideration shall be reduced to zero and such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.

(b) If between the date of this Agreement and the Effective Time the Company changes the number of Common Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), recapitalization, subdivision, or other similar transaction, then in each case, to provide each Party and their respective shareholders the same economic effect as contemplated in this Agreement and the Arrangement but for such circumstances arising, and to reflect the same good faith mutual intent of the Parties as of the date of this Agreement, the Arrangement Consideration and any other dependent item set out in this Agreement, shall be adjusted to eliminate the effects of such event, except as may be otherwise agreed by the Parties in writing.

(c) For certainty, nothing in this Section 2.9 shall derogate from the covenants, terms and conditions in this Agreement or be construed to permit the Purchaser, the Company or any of their respective affiliates to take any action that is otherwise prohibited by the terms of this Agreement or to cure any breach or inaccuracy of any representation, warranty or covenant given by a Party under this Agreement.

2.10 Equity Awards

The Parties acknowledge and agree that the outstanding Equity Awards shall be treated in accordance with the provisions of the Plan of Arrangement, and the Company shall take all reasonable steps required or advisable to give effect to the foregoing. All amounts payable in respect of the Equity Awards pursuant to the Plan of Arrangement shall be paid to the applicable recipient in accordance with the Plan of Arrangement.

2.11 Withholding Taxes

(a) The Purchaser, the Company, the Depositary and any other Person that makes a payment hereunder or under the Plan of Arrangement, as applicable, shall be entitled to deduct or withhold (or cause to be deducted or withheld) from any amount payable or otherwise deliverable to any Person pursuant to this Agreement or the Plan of Arrangement, including a Company Shareholder exercising Dissent Rights, and from all dividends, distributions or other amounts otherwise payable to any former Company Securityholder: (i) such Taxes or other amounts as the Purchaser, the Company, the Depositary or such other Person determines are

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required to be deducted or withheld with respect to such payment under the Tax Act, or any provision of any other Law; or (ii) such amounts as the Purchaser determines are required to satisfy repayment of the Optionholder Loans. Any amount so deducted and withheld pursuant to clause (i) above shall be timely remitted to the appropriate Governmental Entity and any amounts so deducted and withheld shall be treated for all purposes under this Agreement and the Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made; provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate Governmental Entity or used to offset the Person's Optionholder Loan.

(b) Each of the Purchaser, the Company, the Depositary or any other Person that makes a payment under this Agreement or the Plan of Arrangement, as applicable, is hereby authorized to sell or otherwise dispose, on behalf of a Person, such portion of any Consideration Shares deliverable to such Person under the Plan of Arrangement as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to the Purchaser, the Company, the Depositary or such other Person, as the case may be, to enable it to comply with any deduction or withholding required under Section 2.11(a), and the Purchaser, the Company, the Depositary or such other Person, as applicable, shall notify such Person and timely remit the applicable portion of the net proceeds of such sale to the appropriate Governmental Entity and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be first used to repay the Person's Optionholder Loan, if applicable, and second paid to such Person.

2.12 U.S. Securities Law Matters

(a) The Parties agree and intend that the Arrangement shall be carried out such that, and shall use their respective commercially reasonable efforts to ensure that, the issuance of the Consideration Shares and CVRs to Company Securityholders in exchange for their Company Securities, as applicable, pursuant to the Plan of Arrangement, qualifies for the Section 3(a)(10) Exemption and similar exemptions under applicable U.S. state securities Laws. Each Party shall act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this Section 2.12.

(b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement shall be carried out on the following basis:

(i) the Arrangement shall be subject to the approval of the Court;

(ii) the Court shall 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 approve the procedural and substantive fairness of the terms and conditions of the Arrangement to the Persons receiving Consideration Shares or CVRs pursuant to the Arrangement;

(iii) the Court shall be required to find, before issuing the Final Order, that the terms and conditions of the Arrangement are procedurally and substantively fair to the Persons receiving Consideration Shares or CVRs pursuant to the Arrangement;

(iv) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement and

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issuing the Final Order, and such hearing shall be open to every Person entitled to receive Consideration Shares or CVRs under the Arrangement;

(v) the Final Order shall expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Persons receiving Consideration Shares and CVRs;

(vi) the Company shall ensure that each Person entitled to receive Consideration Shares or CVRs, as applicable, on completion of the Arrangement, shall be given timely and adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right;

(vii) each Person to whom Consideration Shares or CVRs, as applicable, shall be issued pursuant to the Arrangement, shall be advised that such Consideration Shares and CVRs have not been and will not be registered under the U.S. Securities Act and will be issued by the Purchaser in reliance upon the Section 3(a)(10) Exemption;

(viii) the Interim Order shall specify that each Person to whom Consideration Shares or CVRs are issued pursuant to the Arrangement shall have the right to appear before the Court at the hearing on the Final Order so long as such securityholder enters an appearance within a reasonable time and in accordance with the procedures set out in the Interim Order and in accordance with the requirements of the Section 3(a)(10) Exemption; and

(ix) the Final Order shall include a statement to substantially the following effect:

"This Order will serve as the basis for reliance on the exemption provided by 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 distribution of securities of the Purchaser pursuant to the Plan of Arrangement."

2.13 Governance Matters

Prior to, and with effect at, the Effective Time, the Company shall use commercially reasonable efforts to cause each director of the Company and each of its Subsidiaries to deliver a resignation from such individual's position as a director with the Company and/or its Subsidiaries and enter into a mutual release with the Company of all claims against the other or their respective affiliates (including the Purchaser and its affiliates) without prejudice to any rights such individual may have to accrued but outstanding fees or expense reimbursements and payments under any indemnity (whether under applicable Law, the Constating Documents of the Company or Contract listed in Schedule 4.10(b) of the Disclosure Letter) or directors' and officers' insurance policy, in each case, in form and substance satisfactory to the Purchaser, acting reasonably.

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2.14 U.S. Tax Matters

The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code and the Treasury Regulations promulgated thereunder, and this Agreement, together with the Plan of Arrangement, is intended to be, and is hereby adopted as a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under Section 368 of the U.S. Tax Code. Each Party agrees to treat the Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all United States federal income tax purposes, to treat this Agreement, together with the Plan of Arrangement, as a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under Section 368 of the U.S. Tax Code, and to not take any position on any Tax return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a good faith resolution of a Tax contest or a change in applicable Law. Within forty-five days following the Effective Date, Purchaser shall prepare and file in accordance with Treasury Regulations (including by posting a copy on the investor relations section of its website) a properly completed IRS Form 8937 in a manner consistent with the foregoing. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth herein and to use commercially reasonable efforts to not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company

(a) The Company represents and warrants to the Purchaser that the representations and warranties set out in Schedule C are true and correct as of the date hereof, and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with entering into and performing its obligations under this Agreement. Any investigation by the Purchaser or its Representatives shall not mitigate, diminish or affect the representations and warranties of the Company under this Agreement.

(b) Except for the representations and warranties set forth in this Agreement, neither the Company nor any other Person has made, or makes any other, express or implied representation and warranty, either written or oral, on behalf of the Company in connection with the Arrangement or the transactions contemplated herein.

(c) The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall 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.

3.2 Representations and Warranties of the Purchaser

(a) The Purchaser represents and warrants to the Company that the representations and warranties set out in Schedule D are true and correct as of the date hereof, and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with entering into and performing its obligations under this Agreement. Any investigation by the Company or its Representatives shall not mitigate, diminish or affect the representations and warranties of the Purchaser under this Agreement.

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(b) Except for the representations and warranties set forth in this Agreement, neither the Purchaser nor any other Person has made, or makes any other, express or implied representation and warranty, either written or oral, on behalf of the Purchaser in connection with the Arrangement or the transactions contemplated herein.

(c) The representations and warranties of the Purchaser contained in this Agreement shall not survive the completion of the Arrangement and shall 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.

ARTICLE 4

COVENANTS

4.1 Conduct of Business of the Company

(a) Subject to Section 4.1(c), the Company covenants and agrees that, during the 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, the Company shall, and shall cause its Subsidiaries to:

(i) conduct its business only in the Ordinary Course;

(ii) conduct its business in accordance, in all material respects, with applicable Laws;

(iii) use commercially reasonable efforts to: (A) maintain and preserve intact in all material respects its business organizations, operations, assets and properties related to the Material Properties (including all Mining Rights and Real Property), goodwill and relationships with customers, suppliers, joint venture partners, Governmental Entities, Indigenous Groups and other Persons with which it has business relations; (B) keep available the services of its officers, Employees and contractors as a group; and (C) perform and comply with its obligations under Material Contracts and material Authorizations;

(iv) maintain and preserve all of their respective rights in respect of the Material Properties, and use commercially reasonable efforts to maintain and preserve all of their respective rights in respect of any other Mining Rights or Real Property, except where such action would cause the Company to contravene any provision of Section 4.1(b);

(v) keep the Purchaser fully informed, and cooperate and consult with the Purchaser (including through meetings with the Purchaser), as the Purchaser may reasonably request, to allow the Purchaser to monitor, and provide input with respect to the direction and control of, any activities relating to exploration of any properties (including any negotiations with Indigenous Groups and in connection with any activities and expenditures incurred by the Company or its Subsidiaries in compliance with this Agreement) and any other material decisions or actions required to be made with respect to the direction and control of any activities of the

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Company or any of its Subsidiaries, but the Company shall retain the sole decision-making power in respect thereof prior to Closing;

(vi) provide the Purchaser with a copy of all information and reports (including financial statements, officer's certificates, operating statements, reports of operations and operating plans) prepared by the Company or any of its Subsidiaries and provided to directors or management of the Company or any of its Subsidiaries after the date thereof;

(vii) consult with the Purchaser regarding the treatment of equity interests or other securities, and contractual rights and options, held by the Company in any Person, including any dispositions thereof; and

(viii) to the extent practicable and permitted by Law, consult with the Purchaser prior to making any public disclosure of exploration results or other technical information, and provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment on any such filing, document, or disclosure and give reasonable consideration to comments made by the Purchaser and its legal counsel.

(b) Subject to Section 4.1(c), and without limiting the generality of Section 4.1(a), the Company covenants and agrees that, during the 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, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly:

(i) amend, or propose to amend, its Constating Documents or similar organizational documents, or otherwise amend or modify the terms of any of its securities (including any Convertible Securities or debt securities);

(ii) adjust, split, subdivide, consolidate, combine, reclassify or modify any of its securities (including the Company Securities), or undertake any other capital reorganization;

(iii) reduce the stated capital, or otherwise enter into any transaction that would reduce the "paid-up capital" (within the meaning of the Tax Act), of any of its securities;

(iv) reorganize, arrange, restructure, amalgamate or merge with any other Person;

(v) incorporate, acquire or create any Subsidiary;

(vi) authorize, declare, set aside or pay any dividend or other distribution or payment (whether in cash, securities or property or any combination thereof) on any Company Securities or any securities of any Subsidiary of the Company, other than any dividends payable by a wholly-owned Subsidiary of the Company to the Company or any of its wholly-owned Subsidiaries;

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(vii) redeem, purchase, or otherwise acquire, or offer to redeem, purchase or otherwise acquire, or commence or announce an intention to commence a normal course issuer bid for, any of its outstanding securities (including the Company Securities);

(viii) issue, grant, award, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or agree to the issuance, granting, awarding, delivery, sale, disposition, pledge or other encumbrance of, any of the securities of the Company or any of its Subsidiaries, or any securities or rights exercisable or exchangeable for or convertible into such securities (including Equity Awards, Convertible Securities or phantom interests), other than the issuance of Common Shares upon the conversion, exercise or settlement of Equity Awards that are outstanding in accordance with their terms;

(ix) authorize, approve, agree to issue, issue or award any Equity Awards;

(x) adopt a plan of complete or partial liquidation, consolidation, winding-up or resolutions providing for the liquidation, consolidation or dissolution of the Company, any of its Subsidiaries or any of their respective assets, or file a petition in bankruptcy under any applicable Law on behalf of the Company or any of its Subsidiaries or consent to the filing of any bankruptcy petition against the Company or any of its Subsidiaries;

(xi) acquire (by merger, amalgamation, consolidation, exchange, acquisition of securities or assets, lease, license, contributions of capital or otherwise), directly or indirectly, in a single transaction or in a series of related transactions, an interest in any Person, assets, properties, securities, interests or businesses, other than assets for use in Ordinary Course business operations that do not exceed $100,000 in a single transaction (or series of related transactions), or $200,000 in the aggregate for all such transactions;

(xii) make any investment, directly or indirectly, in one transaction or in a series of related transactions, by the purchase of securities of, or contributions of capital to, any other Person, other than wholly-owned Subsidiaries of the Company;

(xiii) sell, pledge, lease, option, license, encumber (other than any Lien that is a Permitted Lien), or otherwise dispose of or transfer, any assets (including securities, properties, interests or businesses of the Company or any of its Subsidiaries), or any interest in any assets, other than dispositions of assets in the Ordinary Course with a market value of less than $100,000, in a single transaction, or $200,000 in the aggregate for all such transactions;

(xiv) incur, make or commit to incur or make, any capital expenditure, other than capital expenditures that do not exceed $250,000 in the aggregate;

(xv) (A) enter into any Contract that would be a Material Contract if in effect on the date of this Agreement; (B) terminate, cancel, release, waive, transfer, assign, modify, amend, surrender, abandon or let lapse any Material

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Contract (including any renewal or extension of any Material Contract) or any material rights thereunder; (C) fail to exercise any material rights under a Material Contract; (D) waive, release or fail to enforce any material breach or threatened material breach of any Material Contract; or (E) enter into any Contract under which it is obligated to make, or expects to receive, payments in excess of $300,000 or that has a term greater than 12 months;

(xvi) enter into any Contracts or other arrangements regarding the control or management of the operations of the Company or any of its Subsidiaries, or the appointment of governing bodies;

(xvii) waive, release, grant, transfer, exercise, modify or amend in any material respect: (A) any existing contractual rights in respect of any joint ventures of the Company, (B) any Authorization, or (C) any other material legal rights or claims, other than in the Ordinary Course;

(xviii) enter into or extend, or modify or amend, any Contract, agreement or arrangement that provides for, or that may in the future provide for: (A) any limitation or restriction on the ability of the Company or any of its Subsidiaries or, following the Effective Time, the ability of the Purchaser or any of its affiliates, from engaging in any type of activity or business; (B) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of the Company or any of its Subsidiaries or, following the Effective Time, all or any portion of the business of any of the Purchaser or its affiliates, is or would be conducted; (C) any limitation or restriction on the ability of the Company or any of its Subsidiaries or, following the Effective Time, the ability of any of the Purchaser or any of its affiliates, to solicit suppliers, customers, employees, contractors or consultants; or (D) any limitation or restriction on acquiring or operating any properties or assets or competing in any manner;

(xix) grant any power of attorney to allow any Person to take any action on behalf of it, or the amendment of any power of attorney allowing any person to take any action on behalf of it;

(xx) enter into or complete any material transaction not in the Ordinary Course;

(xxi) waive, release, amend or condition any non-compete, non-solicitation, non-disclosure, confidentiality, standstill or other restrictive covenant owed to it (it being understood that the automatic termination or release of any standstill provisions as a result of the entering into of this Agreement or the announcement of the Arrangement or this Agreement shall not be a violation of this Section 4.1(b)(xxi));

(xxii) enter into any new Real Property Lease or amend or extend the terms of any existing Real Property Lease;

(xxiii) grant or commit to grant an exclusive licence or otherwise transfer any of the Company's, or any of its Subsidiaries', Intellectual Property or exclusive rights in or in respect thereto, other than to a wholly-owned Subsidiary of the Company;

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(xxiv) enter into, extend, amend or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts, off-take or similar financial instruments (including any streaming transactions);

(xxv) enter into, implement or adopt any shareholder rights plan or similar agreement or arrangement;

(xxvi) incur, create, assume, increase or otherwise become liable for any Indebtedness, liability or obligation, or assume, guarantee, endorse or otherwise become responsible for the Indebtedness, liabilities or obligations of any other Person, or prepay any Indebtedness before its scheduled maturity, other than in the Ordinary Course up to an aggregate maximum of $500,000;

(xxvii) pay, discharge, settle, compromise, waive, assign or release any material liabilities or obligations, other than the payment of liabilities reflected or reserved against in the Company's financial statements as at and for the period ended December 31, 2025 or incurred in the Ordinary Course, in each case, in accordance with their terms;

(xxviii) make any loan, capital contribution, investments or advances to any Person, other than a wholly-owned Subsidiary;

(xxix) make any changes to its accounting methods, principles, policies, practices, procedures or internal controls, or adopt new accounting methods, principles, policies, practices, procedures or internal controls, in each case, other than as required by Law or IFRS;

(xxx) (A) make, change or rescind any express or deemed Tax election, information schedule, return or designation; (B) settle or compromise any material Tax claim, audit, assessment, reassessment, liability, action, suit, Proceeding, hearing or controversy; (C) file an amended Tax Return; (D) enter into any Contract with a Governmental Entity with respect to Taxes; (E) enter into or change any Tax sharing, Tax advance pricing Contract, Tax allocation, Tax indemnification Contract or Tax related waiver; (F) surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund; (G) consent to the extension or waiver of the limitation period applicable to any Tax matter; (H) make a request for a Tax ruling to any Governmental Entity or enter into a closing agreement with any Governmental Entity; or (I) amend or change any of its methods for reporting income, deductions or accounting for income Tax purposes other than as required by Law;

(xxxi) (A) grant, accelerate or increase or decrease the amount of wages, salaries, bonuses, incentives, awards (equity or otherwise), other compensation or benefits in any form, payable to, or for the benefit of, any Employee, director, independent contractor or consultant; (B) make any bonus or profit sharing distribution or similar payment of any kind, or adopt or otherwise implement any new employee, executive or director bonus or retention plan or program; (C) enter into, pay, grant, accelerate or increase any notice of termination, severance, change of control or termination pay,

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or one-time or transaction-related pay, bonus or award (equity or otherwise), or similar compensation or benefits payable to (or amend any existing Contract or arrangement relating to the foregoing) any current or former Employee, director, independent contractor or consultant; (D) enter into any employment, deferred compensation, independent contractor, consultant, or other similar Contract (or amend any such existing Contract) with any Employee, director, independent contractor or consultant; (E) loan or advance money or other property to any present or former directors, officers or Employees; or (F) hire, terminate or enter into, terminate or amend the Contract between the Company or any of its Subsidiaries and, any Employee earning an annualized base salary or wage greater than $120,000;

(xxxii) (A) terminate any Employee Plan, amend or modify any Employee Plan, make any material determinations under any Employee Plan, or adopt any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were in existence as of the date hereof; (B) increase the coverage, contributions to any funding obligation or benefits available under any Employee Plan, or accelerate the timing of any funding contribution or vesting under any Employee Plan; or (C) fund any pension solvency deficit, in each case, other than as required by Law, a Governmental Entity or the terms of any Collective Agreement, Employee Plan, employment agreement or other Contract existing on the date hereof; (D) provide for the removal of restrictions on exercise of any Equity Awards in connection with the Arrangement or upon a change of control occurring on or prior to the Effective Time, in each case, other than as required by Law, a Governmental Entity or the terms of any Collective Agreement, Employee Plan, employment agreement or other Contract existing on the date hereof;

(xxxiii) enter into any Contract or engage in any transaction with a "related party" or provide any "collateral benefits" (as such terms are defined in MI 61-101), other than expense reimbursements, expense accounts and other payments or transactions in the Ordinary Course;

(xxxiv) amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy in effect on the date of this Agreement unless simultaneously with such termination, cancellation or lapse, replacement policies (with terms no longer than 12 months) 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;

(xxxv) increase any coverage under any directors' and officers' insurance policy, other than as contemplated in Section 4.10;

(xxxvi) amend, abandon, let lapse, fail to keep in good standing or fail to diligently pursue any application for any material Authorization, or any renewal thereof, or take, or omit to take, any action that could lead to the

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amendment, termination, suspension, revocation or limitation of any rights under, any material Authorization;

(xxxvii) enter into or amend any Contract with any broker, finder or investment banker, including any amendment to any engagement letter with any financial advisors in connection with the Arrangement and the transactions contemplated herein;

(xxxviii) commence, cancel, release, waive, assign, compromise or settle, or enter into any consent decree in respect of, any Proceeding affecting the Company or any of its Subsidiaries, other than in connection with Proceedings that meet each of the following criteria: (A) do not involve a Governmental Entity or any current or former Company Securityholder; (B) are expected to involve an amount less than $200,000, individually, or $300,000 in the aggregate; and (C) are not reasonably expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement;

(xxxix) initiate any material discussion, negotiations or filings with any Governmental Entity regarding any matter (including with respect to the Arrangement or the transactions contemplated by this Agreement), other than matters in accordance with Article 2;

(xl) (A) offer, promise, pay, authorize or take up any act in furtherance of any offer, promise, payment or authorization or payment of anything of value, directly or indirectly, to any official of a Governmental Entity or other Person for the purpose of securing discretionary action or inaction or a decision of a Governmental Entity, influence over discretionary action of a Governmental Entity, or any improper advantage; or (B) take any action which is prohibited by the substantive prohibitions or requirements of any Anti-Corruption Laws or Money Laundering Laws or Law of similar effect of any other jurisdiction prohibiting corruption, bribery, proceeds of crime or money laundering, in connection with any of their business;

(xli) take, or fail to take, any action that would reasonably be expected to interfere with, be inconsistent with, or prevent, delay or impede, the completion of the Arrangement or the transactions contemplated herein, or which would render, or which would reasonably be expected to render, untrue or inaccurate (without giving effect to, applying or taking into consideration any materiality or Company Material Adverse Effect qualification already contained within such representation or warranty), in any material respect, any of the representations and warranties of the Company set forth in this Agreement;

(xlii) call any meeting of any securityholders of the Company for the purpose of considering any resolution, other than the Company Meeting or a meeting validly requisitioned by securityholders in accordance with Law that the Company is required to hold prior to the Effective Date;

(xliii) engage in any business, enterprise or other activity different from that carried on by it at the date of this Agreement; or

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(xliv) authorize, agree, resolve, announce an intention, enter into any Contract or otherwise commit, whether or not in writing, to do any of the foregoing matters prohibited in this Section 4.1(b).

(c) The covenants in Section 4.1(a) and Section 4.1(b) shall not apply to actions taken (or omitted to be taken) by the Company or any of its Subsidiaries: (i) with the express prior written consent of the Purchaser; (ii) if expressly permitted or required by this Agreement or the Plan of Arrangement; (iii) if required by Law or a Governmental Entity; or (iv) as set out in Schedule 4.1 of the Disclosure Letter. Notwithstanding Section 4.1(a), the Company shall not be deemed to have failed to satisfy its obligations thereunder to the extent such failure resulted from the Company's failure to take any action prohibited by Section 4.1(b).

(d) The Company shall maintain a system of internal control over financial reporting (as such term is defined in NI 52-109) providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and will otherwise comply with NI 52-109, except where the failure to maintain such a system would not materially affect the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

(e) The Company shall promptly provide the Purchaser with notice of:

(i) any change, effect, event, occurrence, circumstance or development that, individually or in the aggregate, is or would reasonably be expected to constitute a material change (within the meaning of Canadian Securities Laws) or a Company Material Adverse Effect;

(ii) the resignation or termination of any of the directors, officers or other members of management (including the Senior Management) of the Company or any of its Subsidiaries;

(iii) any notice or other communication from any Person: (A) alleging that the consent (or waiver, Authorization, exemption, Order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; or (B) to the effect that such Person is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement;

(iv) (A) any written notice or other written communication in respect of any certification process or union drive in respect of the Company or any of its Employees; (B) any written notice or other written communication from any bargaining agent representing Employees giving notice to bargain and as permitted by Law, which shall be accompanied by copies of any proposals made by any such bargaining agent that, if implemented, would materially modify the terms of a Collective Agreement; and (C) the status of any ongoing collective bargaining negotiations with any union between the date of the Agreement and the Effective Time, which shall be accompanied by copies of all material documents provided by either party in the course of any such collective bargaining negotiations;

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(v) any material notice or communication from any Governmental Entity or Indigenous Group relating to a Material Property, and shall provide the Purchaser with a copy or summary of any such notice or communication concurrently with such notice, except where prohibited by Law, and without limiting the foregoing, the Company shall provide the Purchaser and its counsel with the opportunity to participate in the preparation of any oral or written response, and to participate in any meeting, telephone call or other discussion, with any Governmental Entity or Indigenous Group, and the Company shall otherwise keep the Purchaser informed, on a timely basis, of the status of discussions with any Indigenous Group or Governmental Entity; and

(vi) any material filing, actions, suits, claims, investigations or Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or their respective assets, and if any such filing, action, suit, claim, investigation or Proceeding is brought by any present, former, or purported holder of Company Securities in connection with this Agreement or the Arrangement, then the Company shall consult with the Purchaser prior to settling any such matter.

(f) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement: (i) is intended to allow the Purchaser to exercise material influence over the operations of the Company prior to the Effective Time; or (ii) shall be interpreted in such a way as to place any Party in violation of applicable Law, any Authorization or Contract.

4.2 Conduct of Business of the Purchaser

(a) Subject to Section 4.2(c), the Purchaser covenants and agrees that, during the 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, the Purchaser shall use commercially reasonable efforts to preserve intact its present business organization, goodwill, business relationships and assets in all material respects.

(b) Subject to Section 4.2(c), and without limiting the generality of Section 4.2(a), the Purchaser covenants and agrees that, during the 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, the Purchaser shall not directly or indirectly:

(i) split, combine or reclassify any outstanding Purchaser Common Shares or otherwise create a new class of shares of the Purchaser that would be adverse to holders of Purchaser Common Shares;

(ii) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser;

(iii) reduce the stated capital of the Purchaser Common Shares;

(iv) materially change the business carried on by the Purchaser from the business of mining to a non-mining business; or

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(v) authorize, agree, resolve, announce an intention, enter into any Contract or otherwise commit, whether or not in writing, to do any of the foregoing matters prohibited in this Section 4.2(b).

(c) The covenants in Section 4.2(a) and Section 4.2(b) shall not apply to actions taken (or omitted to be taken) by the Purchaser: (i) with the express prior written consent of the Company; (ii) if expressly permitted or required by this Agreement or the Plan of Arrangement; or (iii) if required by Law or a Governmental Entity. Notwithstanding Section 4.2(a), the Purchaser shall not be deemed to have failed to satisfy its obligations thereunder to the extent such failure resulted from the Purchaser's failure to take any action prohibited by Section 4.2(b).

(d) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement: (i) is intended to allow the Company to exercise material influence over the operations of the Purchaser; or (ii) shall be interpreted in such a way as to place any Party in violation of applicable Law, any Authorization or Contract.

4.3 Covenants Relating to the Arrangement

(a) The Parties shall, and shall cause their respective Subsidiaries to, perform all obligations required to be performed by such Party or its Subsidiaries under this Agreement, cooperate with the other Party in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement (including the Arrangement).

(b) Without limiting the generality of Section 4.3(a), during the period from the date of this Agreement to the earlier of the Effective Time and the time this Agreement is terminated in accordance with its terms, each of the Parties shall:

(i) use commercially reasonable efforts to, upon reasonable consultation with the other: (A) appeal, oppose, overturn, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement; (B) defend, or cause to be defended, any lawsuits or Proceedings to which it is a party or brought against it or its Representatives challenging the Arrangement or this Agreement; and (C) appeal or overturn or otherwise have lifted, rescinded or rendered non-applicable in respect of the Arrangement, any Law that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser (as applicable) from consummating the Arrangement, and each Party shall, in each case, give the other Party the opportunity to participate in the defense or settlement of any such lawsuits or Proceedings; provided that neither Party will consent to the entry of any judgment or settlement with respect to any such lawsuit or Proceeding without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed);

(ii) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;

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(iii) promptly notify the other Party of any breach of any of the provisions of the Interim Order; and

(iv) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken by it or any of its respective Representatives, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, prevent, materially delay or otherwise impede the consummation of the Arrangement or the other transactions contemplated herein.

(c) The Company shall use commercially reasonable efforts to obtain and maintain all third party or other consents, Authorizations, waivers, exemptions, Orders, approvals, agreements, amendments or confirmations that are: (i) required under the Material Contracts in connection with the Arrangement; (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement; or (iii) required under any other Contracts that are not Material Contracts in connection with the Arrangement to the extent requested by the Purchaser, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation, without the prior written consent of the Purchaser (it being understood that obtaining any such consent, Authorization, waiver, exemption, Order, approval, agreement, amendment or confirmation shall not be a condition to the closing of the Arrangement, except to the extent provided for in Article 6).

(d) The Purchaser shall apply for and use commercially reasonable efforts to obtain approval of the listing for trading on the NYSE, and conditional approval for the listing for trading on the TSX, by the Effective Time, of the Consideration Shares issuable pursuant to the Arrangement, subject to: (i) in the case of the NYSE, official notice of issuance; and (ii) in the case of the TSX, the satisfaction of customary conditions. The Company shall use commercially reasonable efforts to cooperate with the Purchaser in connection with the foregoing, including by providing information reasonably requested by the Purchaser in connection therewith.

4.4 Regulatory Approvals

The Parties shall use their respective commercially reasonable efforts to obtain any Regulatory Approvals and to effect all necessary notifications, registrations, applications, filings and submissions of information required by Governmental Entities or advisable in order to obtain the Regulatory Approvals or otherwise relating to the transactions contemplated by this Agreement, as soon as reasonably practicable and in any event, in order to enable Closing to occur no later than the Outside Date.

4.5 Access to Information; Confidentiality

(a) Subject to applicable Law, from the date hereof until the termination of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, afford the Purchaser and its Representatives, upon reasonable notice, such access as the Purchaser may reasonably require (without material disruption to the conduct of the Company's business) during normal business hours, to its directors, officers, employees, Representatives, properties, books, Contracts and records (including Tax Returns and Tax work papers), and shall furnish as promptly as practicable to the Purchaser and its Representatives, all information and data concerning its business, properties (including Mining Rights) and personnel as may be reasonably

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requested, and shall provide such on-site access for a reasonable number of Representatives of the Purchaser at the Company's properties, headquarters and other key facilities during normal business hours in such manner as does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. All such access shall be at the sole risk and expense of the Purchaser and its Representatives, and the Purchaser shall comply with all of the Company's policies with regard to health and safety while visiting any properties of the Company and its Subsidiaries. No information received pursuant to this Section 4.5(a) or at any time prior to or following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein. In addition, upon the Purchaser's reasonable request, the Company shall facilitate discussions between the Purchaser and any third party from whom consent is required in connection with the Arrangement.

(b) This Section 4.5 shall not require the Company to permit any access, or to disclose, any information that, in the reasonable, good faith judgement of the Company, after consultation with outside counsel, would reasonably be expected to: (i) cause any privilege (including attorney client privilege) that the Company would be entitled to assert to be waived with respect to such information; provided that, the Company shall use its commercially reasonable efforts, and shall cooperate with the Purchaser, in seeking to find a way to allow disclosure of such information without such privilege being waived, including by managing such information through the use of customary "clean room" arrangements; or (ii) breach, contravene or violate any applicable Law.

(c) The Parties acknowledge that the Confidentiality Agreement continues to apply in accordance with its terms and any information provided by the Company under this Section 4.5(b) that is Confidential Information (as defined in the Confidentiality Agreement) shall be subject to the terms of the Confidentiality Agreement; provided that to the extent that any provision of the Confidentiality Agreement conflicts with the terms of this Agreement, the terms of this Agreement will prevail. If this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with its terms.

4.6 Pre-Acquisition Reorganization

(a) Subject to Section 4.6(b) the Company agrees that, upon request of the Purchaser, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) implement such reorganizations of their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably, including amalgamations, liquidations, reorganizations, continuances (including commencing a continuance process), or share transfers or asset transfers (each a "Pre-Acquisition Reorganization"); (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; (iii) reasonably cooperate with the Purchaser and its advisors to seek to obtain any material consents, approvals, waivers or similar Authorizations, if any, which are reasonably required in connection with the Pre-Acquisition Reorganization; and (iv) not take any action that would prevent or materially impair the Pre-Acquisition Reorganization.

(b) The Company will not be obligated to implement any Pre-Acquisition Reorganization under Section 4.6(a) unless such Pre-Acquisition Reorganization: (i) is not prejudicial to the Company or the Company Securityholders in any material respect; (ii) does not require the Company or any of its Subsidiaries to take any action that would reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to,

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Company Securityholders incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement or the other transactions contemplated by this Agreement in the absence of the Pre-Acquisition Reorganization; (iii) does not result in any breach by the Company or any of its Subsidiaries of any Material Contract or Authorization or any breach by the Company or any of its Subsidiaries of their respective Constating Documents or Law, the Interim Order or the Final Order, in each case, that has not been consented to or waived; (iv) does not require the Company to obtain the approval of any of the Company Securityholders; (v) does not require the directors, officers, employees or agents of the Company or its Subsidiaries to take any action in any capacity other than as director, officer, employee or agent; (vi) would not result in the withdrawal or material modification of the Formal Valuation or the Fairness Opinions; (vii) does not impair, impede or delay completion of the Arrangement; (viii) does not reduce the Arrangement Consideration or change the form of the Arrangement Consideration to be received by Company Shareholders under the Arrangement; (ix) can be reversed or unwound in the event the Arrangement is not consummated without materially adversely affecting the Company or any of its Subsidiaries; (x) does not unreasonably interfere with the operations of the Company or any of its Subsidiaries; (xi) is effected as close as reasonably practicable to the Effective Date; and (xii) does not prevent the Arrangement from qualifying as a reorganization under section 368(a) of the U.S. Tax Code.

(c) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 15 Business Days prior to the Effective Date (unless providing such notice less than 15 Business Days prior to the Effective Date is not prejudicial to the Company, acting reasonably). Upon receipt of such notice, the Company and the Purchaser shall work cooperatively and use their respective commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement.

(d) If the Arrangement is not completed, the Purchaser shall: (i) forthwith reimburse the Company for all reasonable and documented out-of-pocket costs and expenses, including reasonable legal fees and disbursements incurred in connection with any proposed Pre-Acquisition Reorganization and all reasonable and documented out-of-pocket costs and expenses (including legal fees and disbursements) incurred to reverse, modify or unwind the Pre-Acquisition Reorganization; and (ii) indemnify and save harmless the Company, its Subsidiaries, and their respective directors, officers and employees (to the extent that any such directors, officers and employees are assessed with statutory liability therefor) for all liabilities, losses, Taxes, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization, or to reverse, terminate, modify, void or unwind any Pre-Acquisition Reorganization.

(e) The Purchaser agrees that any Pre-Acquisition Reorganization (or any action or the result of any action required or requested by the Purchaser to be taken by the Company in furtherance of a Pre-Acquisition Reorganization or any result thereof) will not be considered in determining whether a representation or warranty of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract).

4.7 Tax Matters

(a) The Company covenants and agrees that, until the Effective Date, the Company and its Subsidiaries shall: (a) duly and timely file with the appropriate Governmental Entity, all

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material Tax Returns required to be filed by any of them, which shall be correct and complete in all material respects and consistent in all material respects with Ordinary Course past practice; (b) reasonably consult with the Purchaser with respect to the discretionary deductions to be claimed in respect of any such Tax Return where claiming such discretionary deductions would otherwise give rise to a loss for tax purposes; and (c) pay, withhold, collect and remit to the appropriate Governmental Entity in a timely fashion all material amounts required to be so paid, withheld, collected or remitted. The Company shall keep the Purchaser reasonably informed of any material events, discussions, notices or changes with respect to any Tax audit or investigation by a Governmental Entity or any material action, suit, Proceeding, or hearing involving the Company or any of its Subsidiaries (other than Ordinary Course communications which could not reasonably be expected to be material to the Company and the Subsidiaries on a consolidated basis).

(b) An Eligible Holder that disposes of Common Shares pursuant to the Plan of Arrangement shall be entitled to make a joint income tax election with the Purchaser, pursuant to section 85 of the Tax Act (and any comparable provision of any provincial or territorial Tax law) (each, a “Section 85 Election”), with respect to the disposition of such Common Shares by providing a signed copy of the prescribed election form(s) to a representative designated by the Purchaser within 120 days following the Effective Date, duly completed with the details of the Common Shares disposed of, the agreed amount (which, subject to Law, shall be determined at the sole discretion of the Eligible Holder), and all information pertaining to the Eligible Holder. The Purchaser shall, within 30 days after receiving a signed copy of the prescribed election form(s) from the Eligible Holder, sign, complete and return such form(s) to such Eligible Holder. Neither the Company nor the Purchaser shall be responsible for the proper or timely filing of any prescribed election form and, except for the Purchaser's obligation to sign, complete and return (within 30 days after the receipt thereof by the representative designated by the Purchaser) any prescribed election form(s) which are received by the representative designated by the Purchaser within 120 days of the Effective Date, neither the Company nor the Purchaser shall be responsible for any Taxes, interest or penalties arising as a result of any failure of the Eligible Holder to properly or timely file such prescribed election form(s) in the form and manner prescribed by the Tax Act (or any other applicable provincial or territorial income Tax Law). Notwithstanding the foregoing, the Purchaser may, at its sole discretion, choose to sign, complete and return a prescribed election form received from an Eligible Holder more than 120 days after the Effective Date, but shall have no obligation to do so. The Purchaser shall make available in electronic form at a website address to be included by the Company in the Circular general instructions on how Eligible Holders can make a Section 85 Election in respect of the disposition of Common Shares to the Purchaser pursuant to the Plan of Arrangement.

4.8 Public Communications

(a) The Parties each agree to issue a news release with respect to this Agreement as soon as practicable after its due execution. The Parties shall reasonably cooperate in the development of a joint communication plan (including the preparation of presentations) with respect to the Company Securityholders, customers, suppliers, employees and other stakeholders of the Company regarding the Arrangement and the transactions contemplated by this Agreement.

(b) A Party shall not issue any news release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company shall not issue any news release or make any other public statement or disclosure

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in any way referencing the Purchaser or any of its affiliates (which shall include the name of, logo of, or any other references in any way to, the Purchaser or any of its affiliates), without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that, notwithstanding anything to the contrary in this Agreement, except as contemplated in Article 5, each Party shall be permitted to make any disclosure or filing in accordance with applicable Securities Laws, and if, in the opinion of its outside legal counsel, such disclosure or filing is required, the Party shall give the other Party and their counsel prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible or not permitted by Law, to give such notice immediately following the making of such filing. The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or their respective counsel.

(c) Notwithstanding Section 4.8(b): (i) a Party may make internal announcements to employees and have discussions with its securityholders, financial analysts and other stakeholders relating to this Agreement or the transactions contemplated hereby, and (ii) a Party may make public announcements in the Ordinary Course that do not relate to this Agreement or the Arrangement; provided that, in each case, such announcements or discussions, as applicable: (A) are not inconsistent with the most recent news release, public disclosures or public statements made by the Company or the Purchaser that were approved by both Parties prior to filing or release, as applicable, (B) are not inconsistent with the joint communication plan referred to in Section 4.8(a); and (iii) except as required by Article 5, the Company shall have no obligation to obtain the consent of or consult with the Purchaser in connection with any news release, public statement, disclosure or filing by the Company with respect to a dispute between the Parties regarding this Agreement or in the case of a Change in Recommendation. For certainty, the Parties agree that the provisions of this Section 4.8 shall not apply to filings or disclosures in connection with the Circular, the Interim Order and the Final Order, which shall be governed by other provisions of this Agreement.

(d) The Parties acknowledge that the Company will file this Agreement (with such redactions as may be mutually agreed upon between the Company and the Purchaser, each acting reasonably) and a material change report relating thereto on SEDAR+.

4.9 Notice and Cure Provisions

(a) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or

(ii) give rise to, a failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.

(b) Notification provided under this Section 4.9 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

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(c) The Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(A) [Breach of Representation or Warranty or Failure to Perform Covenants by the Purchaser] and the Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iv)(A) [Breach of Representation or Warranty or Failure to Perform Covenants by the Company], unless the Party seeking to terminate the Agreement (the "Terminating Party") has delivered a written notice ("Termination Notice") to the other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of: (i) the Outside Date, and (ii) the date that is 15 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date; provided that, for certainty, if any matter is not capable of being cured by the Outside Date, the Terminating Party may immediately exercise the applicable termination right.

(d) If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting, unless the Parties agree otherwise, the Company shall postpone or adjourn the Company Meeting to the earlier of: (i) five Business Days prior to the Outside Date; and (ii) the date that is 15 Business Days following receipt of such Termination Notice by the Breaching Party.

4.10 Insurance and Indemnification

(a) Prior to the Effective Date, the Company shall purchase customary "tail" policies of directors' and officers' liability insurance, providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are 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 Date; provided that the Company shall not 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 350% (such amount, the "Base Premium") of the Company's current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries as set forth in Schedule 4.10(b) of the Disclosure Letter; provided further, however, that if such insurance can only be obtained at a premium in excess of the Base Premium, the Company may purchase the most advantageous policies of directors' and officers' liability insurance reasonably available for an annual premium not to exceed the Base Premium. The Purchaser shall, or shall cause the Company and its Subsidiaries to, maintain such tail policies in effect, without any reduction in scope or coverage, for six years from the Effective Date.

(b) The Purchaser shall cause the Company and its Subsidiaries to honour all rights to indemnification or exculpation existing as of the date of this Agreement under applicable Law, the Constating Documents of the Company or any Contract listed in Schedule 4.10(b) of the Disclosure Letter, in favour of present and former employees, officers and directors of the Company and its Subsidiaries, and acknowledges that such rights shall survive the completion of the Plan of Arrangement and, to the extent within the control of the Company, shall continue in full force and effect in accordance with their terms without modification for a period of not less than six years from the Effective Date.

(c) If the Company or the Purchaser or any of their respective successors or assigns (including any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of the Company or any of its Subsidiaries with or into one or more

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other entities (pursuant to a statutory procedure or otherwise)): (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, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.10.

4.11 Exchange Delisting and Reporting Issuer Status

If requested by the Purchaser, the Company agrees to cooperate with the Purchaser, and take, or cause to be taken, all actions necessary to: (a) delist the Common Shares from the TSX; (b) cause the Common Shares to be withdrawn from quotation on the OTCQX Best Market of the OTC Markets Group as promptly as practical following the Effective Time; and (c) have the Company cease to be a reporting issuer under applicable Securities Laws as promptly as practical following the Effective Time.

ARTICLE 5 COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

(a) Except as expressly provided in this Article 5, the Company shall not, directly or indirectly, through any of its Subsidiaries or its or their respective Representatives or otherwise, and shall not permit any such Person to, and shall direct its Representatives to not:

(i) make, propose, solicit, assist, initiate, promote, knowingly encourage or otherwise knowingly facilitate (including by way of discussion, negotiation, furnishing or providing copies of, access to, or disclosure of, any information, properties, facilities, books or records of the Company or any of its Subsidiaries, or entering into any form of written or oral agreement, arrangement or understanding) any inquiry, proposal, expression of interest, offer or announcement thereof (whether public or otherwise) that constitutes, or that may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person, or disclose any information to, or cooperate with, any Person (in each case, other than the Purchaser or any Person acting jointly or in concert with the Purchaser), in connection with any inquiry, proposal, expression of interest or offer that constitutes, or that may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(iii) make a Change in Recommendation;

(iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, enforce or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal or any inquiry, proposal, expression of interest or offer that may reasonably be expected to constitute or lead to an Acquisition Proposal; or

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(v) accept, approve, endorse, recommend or enter into, or publicly propose or indicate an intention to, accept, approve, endorse, recommend or enter into, any letter of intent, agreement in principle, agreement, arrangement, undertaking, understanding or Contract: (A) in respect of or constituting, or which is intended to or may reasonably be expected to lead to, an Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by, and in accordance with, Section 5.3), (B) requiring the Company to abandon, terminate, materially delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Arrangement or the transactions contemplated in this Agreement, or (C) providing for the payment of any break, termination or other fees or expenses to any Person in relation to an Acquisition Proposal.

(b) The Company shall, and shall cause its Representatives to, immediately cease and terminate any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser or any person acting jointly and in concert with the Purchaser) with respect to any inquiry, proposal, expression of interest or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination, the Company shall:

(i) immediately discontinue access to, and disclosure of, all information to any such Person, including by discontinuing access to any information, properties, facilities, or books and records of the Company or any of its Subsidiaries, whether through a data room (physical or virtual) or otherwise; and

(ii) promptly, and in any event no later than 5:00 p.m. on the day immediately following the public announcement of this Agreement, request, and exercise all rights it has (or cause its Subsidiaries to request, and exercise all rights they have) to require: (A) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any Person (other than the Purchaser or any Person acting jointly or in concert with the Purchaser) in connection with a potential Acquisition Proposal or any inquiry, proposal, expression of interest or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; and (B) the destruction of all material including or incorporating or otherwise reflecting any such information regarding the Company or any of its Subsidiaries, in each case, to the extent that such confidential information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(c) The Company represents and warrants that, since January 1, 2025, with the exception of agreements that have terminated because of reaching the end of their term, none of the Company nor any of its Subsidiaries: (i) has terminated, waived, released or suspended any rights under any confidentiality, standstill, non-disclosure, business purpose, use or similar agreement, restriction or covenant; or (ii) has waived or released any Person from, or otherwise forborne in the enforcement of such Person's obligations with respect to, the Company or any of its Subsidiaries, in each case, under any confidentiality, standstill, non-disclosure, business

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purpose, use or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party.

(d) The Company covenants and agrees that it shall, and shall cause its Subsidiaries to: (i) use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, business purpose, use or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party or may hereafter become a party in accordance with Section 5.3; and (ii) not release any Person from, or waive, terminate, amend, suspend, modify or otherwise forbear in the enforcement of such Person's obligations with respect to the Company, or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure, business purpose, use or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party (it being acknowledged by the Purchaser that the automatic termination or automatic release, in each case, pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.1(d)).

5.2 Notification of Acquisition Proposals

If the Company or any of its Representatives receives or otherwise becomes aware of (A) any inquiry, proposal, expression of interest or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, (B) any request for copies of, access to, or disclosure of, information relating to the Company or any of its Subsidiaries in connection with any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal (including information, access, or disclosure relating to the properties, facilities, securityholders, books or records or other documents of the Company or any of its Subsidiaries) or (C) requests for discussions or negotiations that may reasonably be expected to lead to an Acquisition Proposal, the Company:

(a) shall promptly provide notice to the Purchaser, at first orally, and then as soon as practicable (and in any event within 24 hours of receipt thereof), in writing, of such Acquisition Proposal, inquiry, proposal, offer, expression of interest or request (which, for certainty, shall be provided irrespective of whether such Acquisition Proposal, inquiry, proposal, expression of interest, offer or request purports to restrict the Company's ability to disclose the receipt or contents thereof to any Person or is conditional upon the Company not disclosing the receipt or contents thereof to any Person), which notice shall include copies of any such Acquisition Proposal, inquiry, proposal, offer, expression of interest or request, a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer, expression of interest or request, and copies of all agreements, documents, communications or other material received in respect thereof, from or on behalf of any such Person, and such other details of such Acquisition Proposal, inquiry, proposal, offer, expression of interest or request as the Purchaser may reasonably request;

(b) may: (i) communicate with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal, expression of interest, offer or request made by such Person; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making such inquiry, proposal, expression of interest or offer that the Board has determined that such inquiry, proposal, expression of interest or offer does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal; and

(c) shall keep the Purchaser fully informed on a current basis (including promptly upon request by the Purchaser) of the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer, expression of interest or request (in each case, to the extent permitted by this Article 5), including by: (i) identifying all material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer, expression of interest or request; (ii) promptly (and in any event within 24 hours of receipt thereof) providing copies of all correspondence, if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence sent or communicated to the Company or its Representatives by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer, expression of interest or request; and (iii) responding promptly to all inquiries by the Purchaser with respect to such Acquisition Proposal, inquiry, proposal, offer, expression of interest or request.

5.3 Responding to an Acquisition Proposal

(a) Notwithstanding Section 5.1, if at any time, prior to obtaining the Required Securityholder Approval, the Company receives a bona fide written Acquisition Proposal that did not result from a breach of this Article 5 or the Exclusivity Agreement, the Company may engage in or participate in discussions or negotiations with the Person or group of Persons that delivered such Acquisition Proposal regarding such Acquisition Proposal, and provide such Persons with copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries, in each case, if and only if:

(i) the Board first determines in good faith, after consultation with its financial advisors and outside legal counsel, that: (A) such Acquisition Proposal constitutes or may reasonably be expected to constitute or lead to a Superior Proposal; and (B) the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties;

(ii) such Person(s) were not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with respect to the Company or its Subsidiaries;

(iii) the Company has been, and continues to be at the time of taking any action permitted under this Section 5.3, in compliance with its obligations under this Article 5 and the Exclusivity Agreement; and

(iv) prior to providing any such copies, access, or disclosure or engaging or participating in any discussions or negotiations with such Person(s): (A) the Company provides the Purchaser with prior written notice of its intention to participate in such discussions or negotiations and/or to provide such copies, access or disclosure, which notice shall include confirmation of the determination of the Board that Section 5.3(a)(i) has been satisfied; (B) the Company enters into an Acceptable Confidentiality Agreement with such Person(s) and provides the Purchaser with a true, complete and final executed copy of such Acceptable Confidentiality Agreement; and (C) the Company provides the Purchaser with all information regarding the

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Company or any of its Subsidiaries previously provided, or made available to, such Person(s), which was not previously provided to the Purchaser.

(b) If the Company is entitled, pursuant to Section 5.3(a), to engage in or participate in discussions or negotiations with, and otherwise cooperate with or assist, a Person or group of Persons making an Acquisition Proposal, the Company may: (i) so advise any Supporting Shareholder with whom such Person making such Acquisition Proposal wishes to discuss entering a voting support agreement or similar agreement having customary terms and conditions; and (ii) notwithstanding anything to the contrary herein, engage in or participate in discussions or negotiations with such Supporting Shareholders and, no earlier than providing the same written information to the Purchaser, provide written information to such Supporting Shareholders regarding the terms and conditions of such Acquisition Proposal and any related documents, agreements relating to voting support. The Company may so engage in or participate in discussions or negotiations with, or so provide information to, any Supporting Shareholder with whom such Person making such Acquisition Proposal wishes to discuss entering a voting support or similar agreement having customary terms and conditions on more than one occasion upon any amendment to any Acquisition Proposal or receipt of another Acquisition Proposal, provided that the Company is entitled, pursuant to Section 5.3(a) to engage in such discussions or negotiations or provide such information.

(c) Nothing in this Article 5 shall prohibit the Board or the Company from making any disclosure to Company Securityholders if the Board, acting in good faith and upon the advice of outside legal counsel, first determines that such disclosure is required by Law; provided that the Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to be made pursuant to this Section 5.3(c), and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, prior to making any such disclosure. Notwithstanding the foregoing in this Section 5.3(c) the Board shall not be permitted to make a Change in Recommendation other than as permitted by Section 5.4.

5.4 Superior Proposals; Right to Match

(a) If, prior to obtaining the Required Securityholder Approval, the Company receives an Acquisition Proposal that constitutes a Superior Proposal, the Board may, subject to compliance with Article 7, make a Change in Recommendation with respect to such Superior Proposal and/or approve, accept, or enter into a Permitted Acquisition Agreement with respect to such Superior Proposal, if and only if, prior to such Change in Recommendation and/or approval, acceptance or entering into of the Permitted Acquisition Agreement:

(i) the Company was in compliance with its obligations under the Exclusivity Agreement prior to termination thereof and has been, and continues to be, in compliance with its obligations under this Article 5 (and, for certainty, the Acquisition Proposal did not result from or involve a breach of the Company's obligations under this Article 5 or the Exclusivity Agreement prior to its termination);

(ii) no Person making such Acquisition Proposal was restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant;

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(iii) the Company has delivered to the Purchaser a written notice which includes, after consultation with its financial advisors, its outside legal counsel and receiving the recommendation of the Special Committee: (A) confirmation of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal; (B) confirmation of the intention of the Board to accept, approve or enter into a Permitted Acquisition Agreement in respect of the Superior Proposal; (C) confirmation of the determination by the Board of the value and financial terms that the Board, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under such Superior Proposal (with separate values ascribed to each type of non-cash consideration, as applicable); and (D) copies of the Superior Proposal, the Permitted Acquisition Agreement, and all ancillary documentation and supporting materials containing material terms and conditions of the Superior Proposal (including any financing documents) (collectively, the "Superior Proposal Notice");

(iv) at least five Business Days (the "Matching Period") have elapsed from the date the Purchaser received a true and complete copy of the Superior Proposal Notice;

(v) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; and

(vi) if the Purchaser offered to amend this Agreement and the Arrangement in accordance with Section 5.4(b), the Board considered such amendment and determined in good faith, after consultations with the Company's financial advisors and outside legal counsel, that: (A) such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(b)); and (B) the failure by the Board to concurrently make a Change in Recommendation and enter into a Permitted Acquisition Agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties.

(b) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (i) the Purchaser shall have the opportunity (but not the obligation) to offer to amend this Agreement and the Arrangement; (ii) the Board shall review any offer made by the Purchaser pursuant to this Section 5.4(b) to amend the terms of this Agreement and the Arrangement, in good faith, in order to determine, after consultation with its financial advisors and outside legal counsel, whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to constitute a Superior Proposal; (iii) the Company shall negotiate, and cause its Representatives to negotiate, in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would result in the applicable Acquisition Proposal ceasing to be a Superior Proposal and to enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms; and (iv) the Company and its Representatives shall not enter into, engage in, continue or otherwise participate in any discussions, negotiations or otherwise communicate or share information, or engage with the Person or Persons that made the applicable Superior

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Proposals or any of their respective Representatives, until the expiry of the Matching Period. If the Board determines, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal would cease to constitute a Superior Proposal, the Company shall promptly so advise the Purchaser, and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(c) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or a modification to, the consideration (or value of such consideration) to be received by the Company Securityholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall be afforded an additional five Business Day Matching Period from the date on which the Purchaser received a true and complete Superior Proposal Notice with respect to each new Superior Proposal from the Company.

(d) The Board shall promptly publicly reaffirm the Board Recommendation by news release if requested by the Purchaser after: (i) the Board determines that any Acquisition Proposal is not a Superior Proposal, if such Acquisition Proposal had been publicly announced or disclosed; or (ii) the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(b) would result in an Acquisition Proposal that was previously publicly announced or disclosed, and which previously constituted a Superior Proposal, has ceased to be a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such news release and shall make all reasonable amendments to such news release as requested by the Purchaser and its outside legal counsel.

(e) If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than 10 Business Days before the Company Meeting, the Company may, and shall, at the request of the Purchaser, postpone the Company Meeting to a date that: (A) is not more than 15 Business Days after the scheduled date of the Company Meeting; and (B) is not less than five Business Days prior to the Outside Date.

(f) Notwithstanding the Change in Recommendation, or the entering into of any Permitted Acquisition Agreement, each in accordance with Section 5.4(a), the Company shall cause the Company Meeting to occur and the Arrangement Resolution to be voted upon by the Company Securityholders thereat in accordance with this Agreement, and the Company shall not submit to a vote of its shareholders any Acquisition Proposal, other than the Arrangement Resolution, prior to the termination of this Agreement in accordance with its terms. In addition, the Company agrees that any Permitted Acquisition Agreement entered into in accordance with Section 5.4(a) shall at all times satisfy each of the criteria of a Permitted Acquisition Agreement and the Company shall not amend, waive or otherwise vary any of the provisions of such Permitted Acquisition Agreement in a manner which would be inconsistent with any of the criteria of a Permitted Acquisition Agreement.

(g) Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to accept, approve or enter into an agreement providing for, or implementing, a Superior Proposal unless: (i) such agreement constitutes a Permitted Acquisition Agreement; (ii) the Company has complied with its obligations under this Article 5 and the Exclusivity Agreement as of such time; and (iii) the Company has delivered a certificate executed by two executive officers of the Company addressed to the Purchaser confirming (i) and (ii).

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5.5 Liability for Breaches

Without limiting the generality of the foregoing in this Article 5, the Company shall ensure that its Subsidiaries and their respective Representatives are aware of the provisions of this Article 5, and any violation or breach of the obligations set forth in this Article 5 by the Company, its Subsidiaries or any of their respective Representatives shall be deemed to be a breach of this Article 5 by the Company.

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual written consent of each of the Parties:

(a) Arrangement Resolution. The Required Securityholder Approval has been obtained in accordance with the Interim Order.

(b) Interim and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.

(c) Listing of Consideration Shares. The Consideration Shares to be issued pursuant to the Arrangement have been conditionally approved or authorized for listing on the TSX (subject only to customary listing conditions) and the NYSE (subject only to official notice of issuance).

(d) Exemption from U.S. Securities Laws. The Consideration Shares and CVRs to be issued under the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption.

(e) Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement.

6.2 Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Fundamental Representations and Warranties. The representations and warranties of the Company set forth in:

(i) paragraphs 1 [Organization and Qualification], 2 [Authorization], 3 [Execution and Binding Obligation], 4 [Governmental Authorization] 5 [Non-Contravention] and 8(c) [Subsidiaries] of Schedule C shall be true and correct in all respects as of the date of this Agreement and as of the

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Effective Time, as if made at and as of such time (except that the accuracy of any representation and warranty that refers to a specific date will be determined as of such date); and

(ii) paragraph 6 [Capitalization], 8 (other than paragraph 8(c)) [Subsidiaries] and 42 [Brokers] of Schedule C shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and true and correct in all respects (except for de minimis inaccuracies and, in the case of paragraph 6 [Capitalization], as a result of transactions, changes, conditions, events or circumstances permitted hereunder) as of the Effective Time as if made at and as of such time.

(b) Other Representations and Warranties. All representations and warranties of the Company set forth in this Agreement, other than those referred to in Section 6.2(a), shall be true and correct in all respects (disregarding for purposes of this Section 6.2(b) any materiality or Company Material Adverse Effect qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Time, as if made at and as of such time (except that the accuracy of any representation and warranty that refers to a specific date will be determined as of such date), except in the case of this Section 6.2(b) where the failure to be so true and correct in all respects, individually or in the aggregate, has not had or could not reasonably be expected to have a Company Material Adverse Effect.

(c) Performance of Covenants. The Company has fulfilled or complied, in all material respects, with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time that have not been explicitly waived by the Purchaser in writing.

(d) No Proceedings. There shall not be pending or threatened in writing any Proceeding by any Governmental Entity or any other Person that the Purchaser has determined in good faith, in consultation with its outside legal counsel, is reasonably likely to result in an imposition of material limitations on the ability of the Purchaser to complete the Arrangement or acquire or hold, or exercise full rights of ownership of, the Company Securities.

(e) Dissent Rights. The aggregate number of Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn shall not exceed 10% of the issued and outstanding Common Shares as of the Effective Date.

(f) Company Material Adverse Effect. Since the date of this Agreement, there has not occurred a Company Material Adverse Effect.

(g) Certificate. The Company has delivered a certificate executed by two executive officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date, certifying that the conditions set out in Sections 6.2(a), 6.2(b), 6.2(c) and 6.2(f) have been satisfied.

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6.3 Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

(a) Fundamental Representations and Warranties. The representations and warranties of the Purchaser set forth in:

(i) paragraphs 1 [Organization and Qualification], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 4 [Governmental Authorization] and 5 [Non-Contravention] of Schedule D shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time, as if made at and as of such time (except that the accuracy of any representation and warranty that refers to a specific date will be determined as of such date); and

(ii) paragraph 7 [Capitalization] of Schedule D shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and true and correct in all respects (except for de minimis inaccuracies and as a result of transactions, changes, conditions, events or circumstances permitted hereunder) as of the Effective Time as if made at and as of such time.

(b) Other Representations and Warranties. All representations and warranties of the Purchaser set forth in this Agreement, other than those referred to in Section 6.3(a), shall be true and correct in all respects (disregarding for purposes of this Section 6.3(b) any materiality or Purchaser Material Adverse Effect qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Time, as if made at and as of such time (except that the accuracy of any representation and warranty that refers to a specific date will be determined as of such date), except in the case of this Section 6.3(b) where the failure to be so true and correct in all respects, individually or in the aggregate, has not had or could not reasonably be expected to have a Purchaser Material Adverse Effect.

(c) Performance of Covenants. The Purchaser has fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time that have not been explicitly waived by the Company in writing.

(d) Payment of Consideration. The Purchaser shall have complied with its obligations under Section 2.8.

(e) Purchaser Material Adverse Effect. Since the date of this Agreement, there has not occurred a Purchaser Material Adverse Effect.

(f) Certificate. The Purchaser has delivered a certificate executed by two executive officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date, certifying that the conditions set out in Sections 6.3(a), 6.3(b), 6.3(c) and 6.3(e), have been satisfied.

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(g) Rights Agent. The Purchaser and Computershare Trust Company of Canada (or such other Person as has been appointed by the Purchaser to act as rights agent under the Rights Agreement), as rights agent, shall have entered into the Rights Agreement.

6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

ARTICLE 7

TERM AND TERMINATION

7.1 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.

7.2 Termination

(a) This Agreement may be terminated prior to the Effective Time by:

(i) mutual written agreement of the Company and the Purchaser;

(ii) either the Company or the Purchaser, if:

(A) Failure to Obtain Shareholder Approval. The Required Securityholder Approval is not obtained at the Company Meeting in accordance with the Interim Order; provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(A) if the failure to obtain the Required Securityholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

(B) Occurrence of Outside Date. The Effective Time does not occur on or prior to the Outside Date; provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(B) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

(C) Illegality. After the date of this Agreement, any Law or Order is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law or Order has, if applicable, become final and non-appealable, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(C) if the enactment, making, enforcement or amendment of such Law or

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Order was primarily caused by, or is the result of, a breach by such Party of any of its representations or warranties under this Agreement, or the failure of such Party to perform any of its covenants or agreements under this Agreement;

(iii) the Company, if:

(A) Breach of Representation or Warranty or Failure to Perform Covenants by the Purchaser. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that would cause any condition in Section 6.3(a) [Fundamental Representations and Warranties of the Purchaser], Section 6.3(b) [Other Representations and Warranties of the Purchaser] or Section 6.3(c) [Covenants of the Purchaser] not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with Section 4.9; provided that the Company is not then in breach of this Agreement so as to cause any condition in Section 6.1 [Mutual Conditions Precedent], Section 6.2(a) [Fundamental Representations and Warranties of the Company], Section 6.2(b) [Other Representations and Warranties of the Company] or Section 6.2(c) [Covenants of the Company] not to be satisfied;

(B) Purchaser Material Adverse Effect. There has occurred a Purchaser Material Adverse Effect which is incapable of being cured on or prior to the Outside Date;

(iv) the Purchaser, if:

(A) Breach of Representation or Warranty or Failure to Perform Covenants by the Company. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(a) [Fundamental Representations and Warranties of the Company], Section 6.2(b) [Other Representations and Warranties of the Company] or Section 6.2(c) [Covenants of the Company] not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with Section 4.9; provided that the Purchaser is not then in breach of this Agreement so as to cause any condition in Section 6.1 [Mutual Conditions Precedent], Section 6.3(a) [Fundamental Representations and Warranties of the Purchaser], Section 6.3(b) [Other Representations and Warranties of the Purchaser] or Section 6.3(c) [Covenants of the Purchaser] not to be satisfied;

(B) Change in Recommendation; Permitted Acquisition Agreement; Breach of Non-Solicit. Prior to obtaining the Required Securityholder Approval: (I) the Board makes a Change in Recommendation; (II) the Company or any of its Subsidiaries

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accepts, approves, endorses or enters into a Permitted Acquisition Agreement, or publicly proposes or discloses an intention to do any of the foregoing; or (III) the Company wilfully breaches, or breaches in any material respect, Article 5; or

(C) Company Material Adverse Effect. There has occurred a Company Material Adverse Effect which is incapable of being cured on or prior to the Outside Date.

(b) The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(a)(i) [Mutual Agreement]) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Sections 7.1 or 7.2, this Agreement shall become void and 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 to this Agreement, except that: (a) if this Agreement is terminated under Section 7.1 as a result of the occurrence of the Effective Time, Sections 2.7(c), 2.11, 4.7(b), 4.10 and this Section 7.3 shall survive termination; and (b) if this Agreement is terminated under Section 7.2, this Section 7.3 and Section 1.2, all related definitions set forth in Section 1.1, Sections 4.5(c), 4.6(d) and Sections 8.2 through to and including Section 8.15 and the provisions of the Confidentiality Agreement shall survive in accordance with their terms. Notwithstanding anything in this Agreement to the contrary, except as provided in Section 8.2(g), no Party shall be relieved of any liability for any fraud or intentional or wilful breach by it of this Agreement.

ARTICLE 8

GENERAL PROVISIONS

8.1 Amendments

This Agreement and, subject to the Interim Order, the Final Order and the Plan of Arrangement, the Plan of Arrangement may, at any time and from time to time prior to the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of any of the Company Securityholders and any such amendment may, subject to the Interim Order, the Final Order, the Plan of Arrangement and Law, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) waive or modify, in whole or in part, any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;

(c) waive or modify, in whole or in part, any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or

(d) waive or modify, in whole or in part, any conditions contained in this Agreement,

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provided that no such amendment or waiver may reduce or materially adversely affect the Arrangement Consideration to be received by Company Shareholders under the Arrangement or change the timing of payment, or the form of, the Arrangement Consideration without their approval at the Company Meeting or, following the Company Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

8.2 Termination Fee

(a) Notwithstanding any other provision in this Agreement relating to the payment of fees and expenses, if a Termination Fee Event occurs, the Company shall pay the Termination Fee to the Purchaser (or as the Purchaser may direct by notice in writing) in accordance with Section 8.2(e).

(b) For the purposes of this Agreement, “Termination Fee” means US$100,000,000 and “Termination Fee Event” means the termination of this Agreement:

(i) by the Purchaser, pursuant to Section 7.2(a)(iv)(B) [Change in Recommendation; Permitted Acquisition Agreement; Breach of Non-Solicit];

(ii) by the Company or the Purchaser pursuant to Section 7.2(a)(ii)(A) [Failure to Obtain Shareholder Approval] if, at the time of such termination, the Purchaser could have terminated this Agreement pursuant to Section 7.2(a)(iv)(B) [Change in Recommendation; Permitted Acquisition Agreement; Breach of Non-Solicit];

(iii) by the Company or the Purchaser, pursuant to Section 7.2(a)(ii)(A) [Failure to Obtain Shareholder Approval] or Section 7.2(a)(ii)(B) [Occurrence of Outside Date], or by the Purchaser pursuant to Section 7.2(a)(iv)(A) [Breach of Representation or Warranty or Failure to Perform Covenants by the Company], in each case, if:

(A) prior to such termination, a bona fide Acquisition Proposal is proposed, offered or made or publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser or any of its affiliates), or any Person (other than the Purchaser or any of its affiliates) shall have publicly announced an intention to do so and such Acquisition Proposal has not been publicly withdrawn on a bona fide basis at least 10 Business Days prior to the Company Meeting; and

(B) either (1) prior to such termination, the Company or any of its Subsidiaries has accepted, approved or entered into a Permitted Acquisition Agreement (whether or not the Acquisition Proposal to which the Permitted Acquisition Agreement relates is later consummated or effected); or (2) within 12 months following the date of such termination (I) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is consummated or effected, or (II) the Company or one or more of its Subsidiaries, directly or indirectly, in

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one or more transactions, accepts, approves or enters into a Contract in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement and whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated or effected (whether or not within such 12-month period).

(c) For purposes of Section 8.2(b), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to “50% or more”.

(d) The Termination Fee shall be paid by the Company as follows, by wire transfer of immediately available funds to an account designated by the Purchaser:

(i) if a Termination Fee Event occurs due to a termination of this Agreement described in Section 8.2(b)(i) or 8.2(b)(ii), within two Business Days of the occurrence of such Termination Fee Event; and

(ii) if a Termination Fee Event occurs due to a termination of this Agreement described in Section 8.2(b)(iii): (A) in the case of Section 8.2(b)(iii)(B)(1), concurrently with the termination of this Agreement; or (B) in the case of Section 8.2(b)(iii)(B)(2), on the earliest consummation or effectiveness of an Acquisition Proposal referred to therein.

(e) For the avoidance of doubt: (i) in no event shall the Company be obligated to pay the Termination Fee on more than one occasion; and (ii) the termination of this Agreement by the Company in the case of Section 8.2(b)(iii)(B)(1) shall only take effect upon payment of the Termination Fee in accordance with Section 8.2(d)(ii)(A).

(f) The Company acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Purchaser would not enter into this Agreement and that the amounts set out in this Section 8.2 are proceeds in consideration for the disposition of the Purchaser's rights under this Agreement which are a genuine pre-estimate of the damages, including opportunity costs, which the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties. The Company irrevocably waives any right it may have to raise as a defence that any such amounts are excessive or punitive.

(g) The Purchaser agrees that the payment of the Termination Fee in the manner provided in this Section 8.2 is the sole and exclusive monetary remedy of the Purchaser in respect of the event giving rise to such payment and the termination of this Agreement, and following receipt of the Termination Fee, the Purchaser shall not be entitled to bring or maintain any claim, action or Proceeding against the Company or any of its affiliates arising out of or in connection with this Agreement (or the termination thereof) or the transactions contemplated herein and neither the Company nor any of its affiliates shall have any further liability with respect to this Agreement or the transactions contemplated hereby to the Purchaser or any of its affiliates; provided, however, that this limitation shall not apply in the event of fraud or an intentional or wilful breach by the Company of its representations, warranties, covenants or agreements set forth in this Agreement (which breach and liability therefore shall not be affected by termination of this Agreement or any payment of the Termination Fee). For certainty, should either Party have the

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right to terminate this Agreement but elect not to terminate this Agreement, such Party shall be free to pursue any and all remedies against the other Party, including injunctive relief, specific performance or other equitable remedies, arising from the facts entitling such Party to otherwise terminate this Agreement. Notwithstanding anything in this Agreement to the contrary, while the Purchaser may pursue both specific performance in accordance with Section 8.6 and the payment of the Termination Fee under this Section 8.2, under no circumstances shall the Purchaser be permitted or entitled to receive specific performance of the Company's obligation to complete the transactions contemplated hereby and any monetary damages, including all or any portion of the Termination Fee.

8.3 Expenses

(a) Except as expressly provided in this Agreement, all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement, including all costs, expenses and fees of the Company incurred prior to or after the Effective Date in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

(b) For the purposes of this Agreement "Reimbursement Event" means any termination of this Agreement: (i) by the Company or the Purchaser, pursuant to Section 7.2(a)(ii)(A) [Failure to Obtain Shareholder Approval]; or (ii) by the Purchaser pursuant to Section 7.2(a)(iv)(A) [Breach of Representation or Warranty or Failure to Perform Covenants by the Company].

(c) If a Reimbursement Event occurs, the Company shall pay the Expense Reimbursement Amount to the Purchaser by wire transfer of immediately available funds within two Business Days of termination of this Agreement; provided that in no event shall the Company be required to pay under Section 8.2, on the one hand, and this Section 8.3, on the other hand, in aggregate, in an amount in excess of the Termination Fee. For certainty, the Company shall not be required to pay the Expense Reimbursement Amount on more than one occasion.

8.4 Notices

Any notice, direction or other communication given pursuant to this Agreement (each, a "notice") must be in writing, sent by hand delivery, courier or email and is deemed to be given and received: (i) on the date of delivery by hand or courier if it is a Business Day and the delivery was made prior to 4:30 p.m. (local time in the place of receipt), and otherwise on the next Business Day; or (ii) if sent by email (with confirmation of transmission) on the date of transmission if it is a Business Day and transmission was made prior to 4:30 p.m. (local time in the place of receipt) and otherwise on the next Business Day, in each case to the Parties at the following addresses (or such other address for a Party as specified by like notice):

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(a) to the Company at:

Rupert Resources Ltd.
82 Richmond St. East, Suite 203
Toronto, Ontario M5C 1P1

Attention: Graham Crew
Email:

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

Blake, Cassels & Graydon LLP
25 Old Broad Street
Level 34C, Tower 42
London, EC2N 1HQ England

Attention: Jennifer Maxwell and Richard Turner
Email: [email protected] and [email protected]

(b) to the Purchaser at:

Agnico Eagle Mines Limited
145 King Street East, Suite 400
Toronto, Ontario M5C 2Y7

Attention: Chris Vollmershausen, Executive Vice President, Legal, General Counsel and Corporate Secretary
Email:

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

Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, Ontario M5V 3J7

Attention: Patricia L. Olasker and Marc Pontone
Email: [email protected] and [email protected]

Rejection or other refusal to accept, inability to deliver because of changed address of which no notice was given, shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. Sending a copy of a notice to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice to that Party. The failure to send a copy of a notice to legal counsel does not invalidate delivery of that notice to a Party.

8.5 Third Party Beneficiaries

(a) Except for the rights set forth in Sections 4.6(d), 4.7(b) and 4.10, which, without limiting their terms, are intended to be for the benefit of, and shall be enforceable by, the Persons mentioned in such provisions (such Persons referred to in this Section 8.5 as the "Third Party

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Beneficiaries"), the Company and the Purchaser intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, Proceeding, hearing or other forum.

(b) The Parties acknowledge to each of the Third Party Beneficiaries their direct rights against the applicable Party under Sections 4.6(d), 4.7(b) and 4.10, which are intended for the benefit of each Third Party Beneficiary, his or her heirs, executors, administrators and legal representatives, and for such purpose, the Company confirms that it is acting as trustee on their behalf, and shall be entitled to enforce such provisions on their behalf. The Parties reserve their right to vary or rescind the rights at any time prior to the Effective Time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Third Party Beneficiary.

8.6 Remedies; Equitable Relief

(a) The Parties agree that irreparable harm 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. The Parties accordingly agree that: (i) each Party shall be entitled to equitable relief (including injunctive relief and specific performance) to prevent breaches or threatened breaches of this Agreement, and to specifically enforce compliance with, or performance of, the terms of this Agreement (including obligations of the Parties to consummate the Closing in accordance with the provisions of this Agreement), without any requirement for the securing or posting of any bond in connection with the obtaining of any such equitable relief, this being in addition to any other remedy to which a Party may be entitled at law or in equity; (ii) the right of specific performance is an integral part of the transactions contemplated by this Agreement and, without such right, neither the Company nor the Purchaser would have entered into this Agreement; and (iii) no Party shall take any position contrary to the agreements in this Section 8.6 in any Proceeding concerning this Agreement (including on the basis that there exists an adequate remedy at law).

(b) Each Party hereby agrees not to raise any objections to the availability of the equitable remedies provided for herein and the Parties further agree that: (i) by seeking the remedies provided for in this Section 8.6, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement (including monetary damages); and (ii) nothing set forth in this Section 8.6 shall require any Party hereto to institute any Proceeding for (or limit any Party's right to institute any Proceeding for) specific performance under this Section 8.6 prior or as a condition to exercising any termination right under this Agreement (and/or receipt of any amounts due in connection with such termination), nor shall the commencement of any legal action or legal proceeding pursuant to this Section 8.6 or anything set forth in this Section 8.6 restrict or limit any Party's right to terminate this Agreement in accordance with the terms thereof, or pursue any other remedies under this Agreement that may be available then or thereafter.

8.7 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

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8.8 Entire Agreement

This Agreement and the Confidentiality Agreement constitute the entire agreement between the Company and the Purchaser with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Company and the Purchaser. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Company and the Purchaser in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. Neither the Company nor the Purchaser has relied or is relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. The Confidentiality Agreement shall survive the termination of this Agreement in accordance with its terms.

8.9 Successors and Assigns

(a) This Agreement becomes effective only when executed by the Company and the Purchaser. After that time, it will be binding upon and enure to the benefit of the Company and the Purchaser and their respective successors and permitted assigns.

(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party.

8.10 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.11 Governing Law

(a) This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein; provided that all matters related to the effectuation of the Arrangement shall be governed by the laws of the Province of British Columbia, in all cases, without regard to its rules of conflict of laws.

(b) Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto in respect of any Proceeding arising, directly or indirectly, out of or relating to this Agreement or the actions of the Parties hereto in the negotiation, execution, performance or non-performance of this Agreement (other than, for certainty, matters related to the approval of the Interim Order or the Final Order, which shall be subject to the jurisdiction of the Court), and waives objection to the venue of any Proceeding in such court or that such court provides an inconvenient forum.

8.12 Further Assurances

Each Party hereto shall, from time to time and at all times hereafter, at the request of the other Party, but without further consideration, do all such further acts and things, and execute and

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deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

8.13 Rules of Construction

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

8.14 No Personal Liability

No director, officer or employee of the Purchaser shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered on behalf of the Purchaser under this Agreement. No director, officer or employee of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered on behalf of the Company or any of its Subsidiaries under this Agreement.

8.15 Counterparts

This Agreement and any document contemplated by or delivered under or in connection with this Agreement may be executed in any number of counterparts (including in electronic form and/or with electronic signatures), with the same effect as if each Party had executed and delivered the same Agreement or document, and all counterparts shall be construed together to be an original and will constitute one and the same Agreement or document.

[Remainder of page intentionally left blank; signature page follows.]

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

AGNICO EAGLE MINES LIMITED

by (signed) “Chris Vollmershausen”
Name: Chris Vollmershausen
Title: Executive Vice President, Legal, General Counsel and Corporate Secretary

RUPERT RESOURCES LTD.

by (signed) “Graham Crew”
Name: Graham Crew
Title: Chief Executive Officer

SCHEDULE A
PLAN OF ARRANGEMENT

(see attached)

SCHEDULE A

PLAN OF ARRANGEMENT
UNDER DIVISION 5 OF PART 9 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following terms shall have the respective meanings set out below, and grammatical variations of such terms shall have corresponding meanings:

"Affected Person" has the meaning specified in Section 5.4(a);

"Agnico" means Agnico Eagle Mines Limited, a company existing under the Laws of the Province of Ontario;

"Agnico Shares" means common shares in the capital of Agnico;

"Arrangement" means an arrangement pursuant to Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of this Plan of Arrangement, the Arrangement Agreement and the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

"Arrangement Agreement" means the arrangement agreement dated April 17, 2026 between the Company and the Purchaser and all schedules annexed thereto, including the Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting by applicable Company Securityholders, substantially in the form set out in Schedule B to the Arrangement Agreement, including any amendments or variations thereto;

"BCBCA" means the Business Corporations Act (British Columbia);

"Business Day" means any day, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario, Vancouver, British Columbia or London, United Kingdom;

"Closing Price" means, in respect of the Common Shares, the closing price of the Common Shares on the TSX on the trading day immediately preceding the Value Determination Date;

"Common Shares" means the common shares in the authorized capital of the Company;

"Company" means Rupert Resources Ltd., a company existing under the Laws of British Columbia;

"Company Meeting" means the special meeting of applicable Company Securityholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

"Company Securities" means, collectively, Common Shares, Options, DSUs, RSUs and PSUs;

"Company Securityholder" means a holder of one or more Company Securities;

"Company Shareholder" means the registered or beneficial holders of the Common Shares, as the context requires;

"Consideration" means the consideration to be received by the Company Shareholders (other than Dissenting Shareholders) pursuant to this Plan of Arrangement for each Common Share, consisting of: (a) the Exchange Ratio of an Agnico Share; and (b) one CVR;

"Consideration Shares" means the Agnico Shares to be issued to Company Shareholders pursuant to this Plan of Arrangement;

"Court" means the Supreme Court of British Columbia, or other court as applicable;

"CVR" means a contingent value right of Agnico, each entitling the holder thereof to certain cash consideration in accordance with the terms and conditions of the Rights Agreement and issued to Company Shareholders pursuant to this Plan of Arrangement;

"Depositary" means Computershare Trust Company of Canada or such other Person agreed to in writing between the Company and the Purchaser for the purpose of acting as depositary in connection with the Arrangement;

"Disclosure Letter" means the disclosure letter dated the date of the Arrangement Agreement, including all schedules, exhibits and appendices thereto, delivered by the Company and accepted by the Purchaser in connection with the execution of the Arrangement Agreement;

"Dissent Rights" has the meaning specified in Section 4.1(a);

"Dissenting Shareholder" means a registered Company Shareholder that has validly exercised Dissent Rights in respect of the Arrangement in strict compliance with Article 4 and the Interim Order, and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised and not withdrawn or deemed to have been withdrawn by such registered Company Shareholder;

"DRS Advice" has the meaning specified in Section 5.1(b);

"DSUs" means the deferred share units issued pursuant to the Incentive Plan;

"Effective Date" means the date upon which the Arrangement becomes effective as set out in Section 2.7 of the Arrangement Agreement;

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as agreed to by the Company and the Purchaser in writing prior to the Effective Date;

"Exchange Ratio" means 0.0401;

"Final Order" means the final order of the Court made pursuant to section 291 of the BCBCA in form and substance acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) 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 both the Company and the Purchaser, each acting reasonably) on appeal;

"Incentive Awards" means, collectively, the Options, DSUs, RSUs and PSUs;

"Incentive Plan" means the amended and restated equity incentive plan of the Company dated June 25, 2025;

"Interim Order" means the interim order of the Court to be issued following the application therefor contemplated by Section 2.2 of the Arrangement Agreement and made pursuant to section 291 of the BCBCA in a form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, modified, supplemented or varied by the Court (with the consent of the Company and the Purchaser, each acting reasonably);

"Letter of Transmittal" means the letter of transmittal to be delivered by the Company to the registered Company Shareholders for use in connection with the Arrangement;

"NYSE" means the New York Stock Exchange or any successors thereto;

"Optionholder" means a holder of one or more Options;

"Optionholder Loan" has the meaning specified in Section 3.1(d);

"Options" means the options to purchase Common Shares issued pursuant to the Incentive Plan;

"Orders" means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, settlements, stipulations, or decrees of any Governmental Entity (in each case, whether temporary, preliminary or permanent);

"Parties" means, collectively, the Company and the Purchaser, and "Party" means any one of them as the context requires;

"Person" includes any individual, partnership, association, body corporate, trust, organization, estate, trustee, executor, administrator, legal representative, government

(including Governmental Entity), syndicate or other entity, whether or not having legal status;

"Plan of Arrangement" means this plan of arrangement proposed under Division 5 of Part 9 of the BCBCA, and any amendments or variations to such plan made in accordance with the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

"PSU Vesting Factor" means (a) for the PSUs issued on May 31, 2024, 123%, (b) for the PSUs issued on October 15, 2024, 159%, (c) for the PSUs issued on April 7, 2025, 134%, (d) for the PSUs issued on January 2, 2026, 200%, and (e) for all other PSUs, 100%;

"PSUs" means the performance share units issued pursuant to the Incentive Plan;

"Purchaser" means Agnico Eagle Mines Limited, a company existing under the Laws of Ontario;

"Rights Agreement" means the rights agreement to be entered into between Agnico and Computershare Trust Company of Canada, as rights agent, setting out the terms and conditions of the CVRs to be issued in accordance with the terms of this Plan of Arrangement;

"RSUs" means the restricted share units issued pursuant to the Incentive Plan;

"Section 85 Election" has the meaning given to it in Section 3.3(a);

"Subco" means a company existing under the Laws of the Province of British Columbia, to be incorporated by the Purchaser prior to the Effective Time;

"Tax" or "Taxes" means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, countervailing, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or pursuant to any tax-sharing agreement or any other contract relating to the sharing of amounts; and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify

any other Person or as a result of being a transferee or successor in interest to any party, and in each case, whether disputed or not;

"Tax Act" means the Income Tax Act (Canada);

"Treasury Regulations" means the rules and regulations promulgated under the U.S. Tax Code;

"TSX" means the Toronto Stock Exchange, or any of its successors;

"U.S. Securities Act" means the United States Securities Act of 1933;

"U.S. Tax Code" means the United States Internal Revenue Code of 1986; and

"Value Determination Date" means the date that is two business days prior to the Effective Date.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the meaning, construction or interpretation of this Plan of Arrangement.

(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(d) Certain Phrases and References, etc. The words (i) "including", "includes" and "include" mean "including (or includes or include) without limitation"; (ii) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of"; (iii) "day" means "calendar day"; and (iv) "hereof", "herein", "hereunder" and words of similar import, shall refer to this Plan of Arrangement as a whole and not to any particular provision of this Plan of Arrangement. Unless stated otherwise, "Article" and "Section" followed by a number or letter mean and refer to the specified Article or Section to this Plan of Arrangement. The term "Plan of Arrangement" and any reference in this Plan of Arrangement to this Plan of Arrangement or any other agreement, document or other instrument includes, and is a reference to, this Plan of Arrangement or such other agreement, document or other instrument as it may have been, or may from time to time be, amended, restated, replaced, modified, supplemented or novated and includes all schedules, exhibits, appendixes or attachments thereto or incorporated by reference therein. Any reference to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted assigns, as applicable.

(e) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(f) Governing Law. 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 laws of Canada applicable therein.

(g) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

(h) Time References. Unless otherwise specified, references to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2

ARRANGEMENT AGREEMENT AND BINDING EFFECT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and subject to the provisions of, the Arrangement 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 inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective in the sequence described in Section 3.1 from and after the Effective Time and, except as expressly provided herein, shall be binding upon the Purchaser, the Company, the Depositary, the registrar and transfer agent of the Company, all Company Shareholders (including Dissenting Shareholders) and other Company Securityholders, and all other Persons, from and after the Effective Time without any further authorization, act or formality required on the part of any Person.

ARTICLE 3

ARRANGEMENT

3.1 Arrangement

Commencing at the Effective Time, each of the following events shall be deemed to occur sequentially in the order set out below without any further authorization, act or formality, in each case, and unless stated otherwise, effective as at two-minute intervals starting at the Effective Time:

(a) each DSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall, notwithstanding the terms of the Incentive Plan, any agreement to

which such DSU was awarded, granted or is otherwise subject, or applicable Law, be deemed to be unconditionally vested, and shall be deemed to be, without any further authorization, act or formality (including by or on behalf of the holder of such DSU), assigned and transferred by such holder to the Company in exchange for one Common Share, and each such DSU shall immediately be cancelled;

(b) each RSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall, notwithstanding the terms of the Incentive Plan, any agreement to which such RSU was awarded, granted or is otherwise subject, or applicable Law, be deemed to be unconditionally vested, and shall be deemed to be, without any further authorization, act or formality (including by or on behalf of the holder of such RSU), assigned and transferred by such holder to the Company in exchange for one Common Share, and each such RSU shall immediately be cancelled;

(c) each PSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall, notwithstanding the terms of the Incentive Plan, any agreement to which such PSU was awarded, granted or is otherwise subject, or applicable Law, be deemed to be unconditionally vested, and shall be deemed to be, without any further authorization, act or formality (including by or on behalf of the holder of such PSU), assigned and transferred by such holder to the Company in exchange for a number of Common Shares calculated by multiplying one Common Share times the applicable PSU Vesting Factor for such PSU and rounding down to the nearest whole number, and each such PSU shall immediately be cancelled;

(d) the Purchaser shall make a demand non-interest bearing loan to each Optionholder (each, an "Optionholder Loan") in an amount sufficient for that Optionholder to pay to the Company the sum of the exercise price in respect of all of such Optionholder's Options;

(e) each Option (and all agreements relating thereto) outstanding immediately prior to the Effective Time (whether vested or unvested) shall, notwithstanding the terms of the Incentive Plan, any agreement to which such Option was awarded, granted or is otherwise subject, or applicable Law, be deemed to be unconditionally vested, and shall be deemed to be, without any further authorization, act or formality (including by or on behalf of the holder of such Option), exercised by such holder in exchange for the number of Common Shares underlying such Option, and (i) each Optionholder shall pay to the Company the amount received by it pursuant to section 3.1(d) above in payment and satisfaction of the exercise price of the applicable Options; and (ii) each such Option shall immediately be cancelled;

(f) each Common Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall, without any further authorization, act or formality (including by or on behalf of such Dissenting Shareholder), be, and shall be deemed to be, assigned and transferred by such Dissenting Shareholder to the Purchaser in consideration for a debt claim against the Purchaser for the right to be paid the fair value of such Dissenting Shareholder's Common Shares in accordance with Article 4;

(g) concurrently with the step contemplated in Section 3.1(f), each Common Share issued pursuant to the preceding steps and each Common Share outstanding immediately prior to the Effective Time (other than Common Shares held by: (i) a

Dissenting Shareholder who has validly exercised their Dissent Rights in respect of such Common Shares; or (ii) the Purchaser or any of its affiliates immediately prior to the Effective Time) shall, without any further authorization, act or formality (including by or on behalf of a holder of Common Shares), be, and shall be deemed to be, assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration, subject to applicable withholdings pursuant to Section 5.4 (including in respect of the actions set out in Sections 3.1(a), 3.1(b), 3.1(c) and 3.1(e));

(h) each Common Share held by the Purchaser, including the Common Shares acquired pursuant to Section 3.1(f) hereof, shall be transferred to Subco and in consideration therefor, Subco shall issue to the Purchaser one fully-paid and non-assessable common share of Subco for each Common Share so transferred;

(i) the capital of the Common Shares shall be reduced to $1.00 without any repayment of capital in respect thereof;

(j) Subco and the Company shall amalgamate to form one corporate entity ("Amalco"), being a British Columbia corporation, with the same effect as if they had amalgamated under Section 269 of the BCBCA (the "Amalgamation"). The Amalgamation is intended to qualify as an amalgamation as defined in subsection 87(11) of the Tax Act. On and after the Amalgamation the following shall occur:

(i) the separate legal existence of Subco and the Company shall cease;

(ii) Amalco shall become capable immediately of exercising the functions of an incorporated company under the BCBCA;

(iii) each common share of Subco shall be converted into one fully paid and non-assessable common share of Amalco, and each Common Share shall be cancelled without any right to repayment of capital;

(iv) the aggregate capital of the issued and outstanding common shares of Amalco shall be equal to the aggregated capital of the issued and outstanding common shares of Subco immediately before the amalgamation;

(v) the property, rights and interests of each of Subco and the Company shall continue to be the property, rights and interests of Amalco (except the Common Shares that are cancelled on the amalgamation);

(vi) an existing cause of action, claim or liability to prosecution of either Subco or the Company shall be unaffected;

(vii) Amalco shall continue to be liable for the obligations of Subco and the Company;

(viii) any legal proceedings being prosecuted or pending by or against Subco or the Company may be prosecuted, or their prosecution may be continued as the case may be, by or against Amalco; and

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(ix) a conviction against, or a ruling, order or judgment in favour of or against, either Subco or the Company may be enforced by or against Amalco.

3.2 Transfer Mechanics

(a) With respect to each Incentive Award deemed to be assigned and transferred to the Company or exercised by a holder thereof pursuant to Sections 3.1(a), 3.1(b), 3.1(c) and 3.1(e), as the case may be, the following shall be deemed to occur as of the time of such assignment and transfer (as applicable):

(i) each such holder shall cease to be a holder of such Incentive Award;

(ii) each such holder's name shall be removed from each applicable register of Incentive Awards maintained by or on behalf of the Company as the holder thereof;

(iii) any option, award, certificate, indenture or other agreement or instrument pursuant to which such Incentive Award was awarded, granted or subscribed for shall be terminated and shall be of no further force and effect; and

(iv) each such holder shall thereafter cease to have any rights as a holder of such Incentive Award, and shall thereafter only have the right to receive from the Company, as described in Section 5.1 below, the consideration, if any, which such holder is entitled to receive pursuant to Sections 3.1(a), 3.1(b), 3.1(c) and 3.1(e), as applicable, at the time and in the manner specified therein.

(b) With respect to each Common Share in respect of which Dissent Rights have been validly exercised deemed to be assigned and transferred to the Purchaser by a Dissenting Shareholder pursuant to Section 3.1(f), the following shall be deemed to occur as of the time of such assignment and transfer:

(i) each such Dissenting Shareholder shall cease to be a holder of such Common Share;

(ii) each such Dissenting Shareholder's name shall be removed as the holder of such Common Share from the central securities register maintained by or on behalf of Company;

(iii) each such Dissenting Shareholder shall cease to have any rights as a holder of such Common Share, other than the right to be paid fair value for such Common Shares (as set out in Section 4.1) pursuant to Section 3.1(f); and

(iv) the Purchaser shall be deemed to be the transferee of such Common Share and the legal and beneficial owner thereof, and the name of the Purchaser shall be entered in the central securities register maintained by or on behalf of Company, as the holder of such Common Share.

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(c) With respect to each Common Share deemed to be assigned and transferred to the Purchaser by a holder thereof pursuant to Section 3.1(g), the following shall be deemed to occur as of the time of such assignment and transfer:

(i) each such holder of a Common Share shall cease to be the holder thereof;

(ii) each such holder's name shall be removed as the holder of such Common Share from the central securities register maintained by or on behalf of the Company;

(iii) each such holder shall cease to have any rights as holder of such Common Share other than the sole right to be paid the Consideration by the Depositary in accordance with this Plan of Arrangement at the time and in the manner specified in Section 5.1; and

(d) With respect to each Common Share deemed to be assigned and transferred to Subco pursuant to Section 3.1(h), the following shall be deemed to occur as of the time of such assignment and transfer:

(i) the name of the Purchaser shall be removed from the central securities register as a holder of Common Shares;

(ii) Subco shall be regarded as the registered holder of the Common Shares so transferred and shall be deemed to be the legal and beneficial owner of such Common Shares;

(iii) the amount added to the capital of the Subco common shares will be equal to the lesser of: (A) any "elected amount" in the election pursuant to subsection 85(1) of the Tax Act jointly made by the Purchaser and Subco in respect of such assignment and transfer, and (B) the paid-up capital for purposes of the Tax Act so transferred.

(e) With respect to the amalgamation pursuant to Section 3.1(j), the following shall be deemed to occur at the time of such amalgamation:

(i) Purchaser shall be regarded as the registered holder of the common shares of Amalco and shall be deemed to be the legal and beneficial owner of such common shares;

(ii) Amalco shall continue under the name of Subco;

(iii) the registered office of Amalco shall be the registered office of Subco;

(iv) the board of directors of Amalco shall be comprised of a minimum of 1 and a maximum of 10 directors;

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(v) the initial directors and officers of Amalco will be the directors and officers of Subco immediately prior to the Amalgamation;

(vi) there shall be no restriction on the business that Amalco may carry on or the powers it may exercise; and

(vii) other than as set out above in this Section 3.2(e), the notice of articles and articles of Amalco shall be substantially identical to the notice of articles and articles of Subco immediately prior to the Amalgamation.

3.3 Section 85 Election Mechanics

(a) An Eligible Holder that disposes of Common Shares pursuant to Section 3.1(g) shall be entitled to make a joint income tax election with the Purchaser, pursuant to section 85 of the Tax Act (and any comparable provision of any provincial or territorial Tax law) (each, a "Section 85 Election"), with respect to the disposition of such Common Shares by providing a signed copy of the prescribed election form(s) to a representative designated by the Purchaser within 120 days following the Effective Date, duly completed with the details of the Common Shares disposed of, the agreed amount (which, subject to Law, shall be determined at the sole discretion of the Eligible Holder), and all information pertaining to the Eligible Holder.

(b) The Purchaser shall, within 30 days after receiving a signed copy of the prescribed election form(s) from the Eligible Holder, sign, complete and return such form(s) to such Eligible Holder. Neither the Company nor the Purchaser shall be responsible for the proper or timely filing of any prescribed election form and, except for the Purchaser's obligation to sign, complete and return (within 30 days after the receipt thereof by the representative designated by the Purchaser) any prescribed election form(s) which are received by the representative designated by the Purchaser within 120 days of the Effective Date, neither the Company nor the Purchaser shall be responsible for any Taxes, interest or penalties arising as a result of any failure of the Eligible Holder to properly or timely file such prescribed election form(s) in the form and manner prescribed by the Tax Act (or any other applicable provincial or territorial income Tax Law). Notwithstanding the foregoing, the Purchaser may, at its sole discretion, choose to sign, complete and return a prescribed election form received from an Eligible Holder more than 120 days after the Effective Date, but shall have no obligation to do so.

(c) The Purchaser shall make available in electronic form at a website address to be included by the Company in the Circular general instructions on how Eligible Holders can make a Section 85 Election in respect of the disposition of Common Shares to the Purchaser pursuant to the Plan of Arrangement.

3.4 Adjustment to Consideration

The Consideration (including the Exchange Ratio and any other dependent item set out in this Plan of Arrangement), shall be adjusted in the circumstances and in the manner described in Section 2.9 of the Arrangement Agreement, except as may be otherwise agreed by the Parties.

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ARTICLE 4

DISSENT RIGHTS

4.1 Dissent Rights

(a) Pursuant to the Interim Order, each registered Company Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to all (but not less than all) the Common Shares held by such Company Shareholder in connection with the Arrangement pursuant to and in the manner set forth in sections 242 to 247 of the BCBCA, all as modified by the Interim Order, the Final Order and this Section 4.1(a); provided that, notwithstanding section 242(1)(a) of the BCBCA, the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution and exercise of Dissent Rights contemplated by section 242(1)(a) of the BCBCA must be received by the Company not later than 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time in accordance with the terms of the Arrangement Agreement), and such notice shall otherwise comply with the requirements of the BCBCA. Dissenting Shareholders that duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser as provided in Section 3.1(f) and if they:

(i) are ultimately determined to be entitled to be paid by the Purchaser fair value for such Common Shares:

(A) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(f));

(B) shall be entitled to be paid the fair value of such Common Shares by the Purchaser (less any applicable withholdings pursuant to Section 5.4), which fair value, notwithstanding anything to the contrary contained in 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 at the Company Meeting; and

(C) shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; or

(ii) are ultimately determined not to be entitled, for any reason, to be paid fair value for such Common Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Common Shares and shall be entitled to receive only the Consideration contemplated by Section 3.1(f) that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

(b) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person: (i) is a registered Company Shareholder in respect of which such rights are sought to be exercised as of the record date for the Company Meeting; (ii) is a registered Company Shareholder as of the deadline for

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exercising such Dissent Rights as contemplated in Section 4.1(a); and (iii) has strictly complied with the procedures for exercising Dissent Rights and has not withdrawn such election to dissent prior to the Effective Time.

(c) For certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the assignment and transfer under Section 3.1(f), and the names of such Dissenting Shareholders shall be removed as the holders of such Common Shares from the central securities register maintained by the Company at the same time as the events described in Section 3.1(f) occur.

(d) In addition to any other restrictions under the Interim Order or the BCBCA, none of the following Persons shall be entitled to exercise Dissent Rights: (i) holders of Incentive Awards (in their capacity as holders of Incentive Awards); (ii) Company Shareholders who vote in favour of the Arrangement Resolution or have instructed a proxyholder to vote in favour of the Arrangement Resolution; (iii) any other Person who is not: (A) a registered or beneficial Company Shareholder as of the record date for the Company Meeting, and (B) a registered Company Shareholder as of the deadline for exercising Dissent Rights; and (iv) the Purchaser and its affiliates.

ARTICLE 5 CERTIFICATES AND PAYMENT

5.1 Payment of Consideration

(a) Following receipt of the Final Order and prior to the Effective Time, the Purchaser shall deposit or cause to be deposited with the Depositary, in escrow: (i) sufficient Consideration Shares and CVRs to satisfy the aggregate Consideration and requisite cash in lieu of fractional Agnico Shares payable to the Company Shareholders (other than Dissenting Shareholders) in respect of this Plan of Arrangement and (ii) sufficient cash to satisfy the aggregate amount of the Optionholder Loans advanced pursuant to Section 3.1(d). The Consideration Shares and CVRs deposited pursuant to (i) above shall be held by the Depositary in escrow, as agent and nominee for such former Company Shareholders, for distribution to such Persons in accordance with the provisions of this Article 5 and the amount of the Optionholder Loans deposited pursuant to (ii) above shall be held by the Depositary in escrow, which shall hold such amount as agent and nominee for: (A) the Purchaser prior to the effectiveness of Section 3.1(d), (B) upon the effectiveness of Section 3.1(d), the Optionholders, and (C), upon the effectiveness of Section 3.1(e), the Company to be paid to, or as directed by, the Company.

(b) Following the Effective Date, upon surrender to the Depositary for cancellation of a certificate or a direct registration statement (DRS) advice (a "DRS Advice") by a registered Company Shareholder, which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to Section 3.1(f), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary or Purchaser may reasonably require, the registered holder of Common Shares represented by such surrendered certificate or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such registered Company Shareholder, as soon as practicable, the Consideration and any cash in lieu of fractional Agnico Shares that such registered Company Shareholder has the right to receive under the Arrangement for such Common Shares, less any applicable withholdings pursuant to Section 5.4, and any certificate or DRS Advice so surrendered shall forthwith be cancelled. All Consideration Shares issued

15 -

pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares.

(c) After the Effective Time and until surrendered as contemplated by Section 5.1(b), each certificate or DRS Advice that immediately prior to the Effective Time represented one or more Common Shares (other than Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) shall be deemed after the Effective Time to represent only the right to receive upon surrender the Consideration, in lieu of such certificate or DRS Advice, as contemplated in accordance with Section 3.1(f), less any applicable withholdings pursuant to Section 5.4.

(d) No holder of Common Shares or Incentive Awards shall be entitled to receive any consideration with respect to such Common Shares or Incentive Awards other than any consideration which such holder is entitled to receive in accordance with Section 3.1 and this Section 5.1, in each case subject to Section 5.4, and, for certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment or distribution in connection therewith.

5.2 Lost Certificates

If any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were exchanged pursuant to Section 3.1(f) 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 to such Person, or make available for pick up at its offices, in exchange for such lost, stolen or destroyed certificate, the aggregate Consideration and any cash in lieu of fractional Agnico Shares to which such holder is entitled to receive in accordance with such holder's Letter of Transmittal and this Plan of Arrangement. When authorizing the delivery of the aggregate Consideration and any cash in lieu of fractional Agnico Shares to which such holder is entitled in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration and any cash in lieu of fractional Agnico Shares is to be delivered or made available shall, as a condition precedent to the delivery of such Consideration and any cash in lieu of fractional Agnico Shares, give a bond satisfactory to the Purchaser and the Depositary, each acting reasonably, in such sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser and the Company in a manner satisfactory to the Purchaser and the Company, each acting reasonably, against any claim that may be made against the Purchaser, the Company and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

5.3 Extinction of Rights

If: (a) any former Company Shareholder fails to deliver a certificate, DRS Advice or other document or instrument required to be delivered to the Depositary in accordance with Sections 5.1 or 5.2; or (b) any payment, issuance or delivery made by the Depositary in respect of any Consideration pursuant to this Plan of Arrangement has not been deposited, has been returned to the Depositary or otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Date, then on such date: (i) such former Company Shareholder will be deemed to have donated and forfeited to Purchaser or its successors, all such Consideration held by the Depositary in escrow for such former holder to which such former holder is entitled; (ii) any certificate, DRS Advice or other documentation representing Common Shares formerly held by such former holder shall cease to represent a claim or any interest of any kind or nature whatsoever and will be deemed to have been surrendered to Purchaser and will be cancelled; (iii)

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any payment made by way of cheque and any other right or claim to payment hereunder that remains outstanding will cease to represent a claim or any interest of any kind or nature whatsoever and will be deemed to have been surrendered to Purchaser and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser; and (iv) the Consideration Shares and CVRs which such former Company Shareholder was entitled to receive shall be automatically transferred to Purchaser and the certificates, documents or other instruments representing such Consideration Shares and CVRs shall be delivered by the Depositary to Purchaser for cancellation and the interest of the former Company Shareholder in such Consideration Shares and CVRs shall be terminated. None of the Parties, or any of their respective successors, will be liable to any Person in respect of any Consideration (including any consideration previously held by the Depositary in escrow for any such former holder) which is forfeited to Purchaser or the Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

5.4 Withholding Rights

(a) The Purchaser, the Company, the Depositary and any other Person that makes a payment under this Plan of Arrangement, as applicable, shall be entitled to deduct or withhold (or cause to be deducted or withheld) from any amount payable or otherwise deliverable to any Person pursuant to this Plan of Arrangement or the Arrangement Agreement, including a Company Shareholder exercising Dissent Rights, and from all dividends, distributions or other amounts otherwise payable to any former Company Shareholder or holder of Options, DSUs, RSUs or PSUs (an “Affected Person”): (i) such Taxes or other amounts as the Purchaser, the Company, the Depositary or such other Person determines are required to be deducted or withheld with respect to such payment under the Tax Act or any provision of any other Law, or (ii) such amounts as the Purchaser determines are required to satisfy repayment of the Optionholder Loans. Any amount so deducted and withheld pursuant to clause (i) above shall be timely remitted to the appropriate Governmental Entity and any amounts so deducted and withheld shall be treated for all purposes of this Plan of Arrangement and the Arrangement Agreement as having been paid to the Affected Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate Governmental Entity or used to offset the Affected Person’s Optionholder Loan.

(b) Each of the Purchaser, the Company, the Depositary or any other Person that makes a payment pursuant to this Plan of Arrangement, as applicable, is hereby authorized to sell or otherwise dispose, on behalf of an Affected Person, such portion of any Consideration Shares deliverable to such Affected Person under this Plan of Arrangement as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to the Purchaser, the Company, the Depositary or such other Person, as the case may be, to enable it to comply with any deduction or withholding required under Section 5.4(a), and the Purchaser, the Company, the Depositary or such other Person, as applicable, shall notify such Affected Person and timely remit the applicable portion of the net proceeds of such sale to the appropriate Governmental Entity and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be first used to repay the Affected Person’s Optionholder Loan, if applicable, and second paid to such Person. None of the Purchaser, the Company, the Depositary or any other Person will be liable for any loss arising out of any sale under this Section 5.4.

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5.5 Distributions with Respect to Unsurrendered Certificates

No dividends or other distributions declared or made after the Effective Time with respect to Consideration Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate or DRS Advice that, immediately prior to the Effective Time, represented outstanding Common Shares that were exchanged for Consideration Shares pursuant to Section 3.1(f), unless and until the holder of such certificate or DRS Advice shall surrender such certificate or DRS Advice in accordance with Section 5.1 or otherwise complied with its obligations in Section 5.2, as applicable. Subject to applicable Law and Sections 5.3 and 5.4, at the time of surrender of any such certificate or DRS advice (or, in the case of clause (ii) below, at the appropriate payment date), there shall be paid to the holder of the certificates or DRS Advices representing Common Shares that were exchanged for Consideration Shares pursuant to Section 3.1(f), without interest: (i) the amount of dividends or other distributions with a record date after the Effective Time thereto paid with respect to the Consideration Shares to which such holder is entitled pursuant hereto, and (ii) to the extent not paid under clause (i), on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and the payment date subsequent to surrender payable with respect to such Consideration Shares.

5.6 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement (including those with respect to Dissenting Shareholders) shall be free and clear of any Liens or other claims of third parties of any kind.

5.7 Illegality of Delivery of Consideration

Notwithstanding any other provision of this Plan of Arrangement, if the Purchaser is advised by outside counsel that it would be contrary to Law to issue Consideration Shares or CVRs pursuant to the Arrangement to any Company Shareholder that is not a resident in Canada or the United States, respectively, the Consideration Shares or CVRs that otherwise would be issued to that Person may be issued by the Purchaser to the Depositary or another nominee appointed by the Purchaser acting as agent for that Person. The CVRs so issued to the Depositary or such nominee, as applicable, may be held by the Depositary or such nominee for the entire term of such CVRs, and the Consideration Shares so issued to the Depositary or such nominee, as applicable, will be sold on behalf of that Person as soon as practicable after the Effective Date in the normal course of trading, on such dates and at such prices as the Depositary or the nominee, as applicable, determines in its sole discretion as agent for such Person. Each such Person shall be entitled to receive a pro rata share of the proceeds from the CVRs (after deducting any applicable Taxes) and the proceeds of sale (after deducting any applicable Taxes) of such Consideration Shares, on the basis of each such Person's Consideration Shares and CVRs held by the Depositary or nominee on behalf of such Person and in full satisfaction of such Person's Consideration Shares and CVRs held by the Depositary or nominee on behalf of such Person. None of the Purchaser, the Company, the Depositary or any other Person will be liable for any loss arising out of or in connection with any such sales. For all tax purposes, such Person shall be treated as receiving such Consideration Shares and CVRs on the Effective Date and any subsequent proceeds received in respect of the Consideration Shares or the CVRs after the Effective Date will be deemed to have been made and received on such Person's behalf.

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5.8 Fractional Shares

No fractional Consideration Shares shall be issued upon the exchange of Common Shares pursuant to Sections 3.1(f) and 5.1 (but, for certainty, fractional Common Shares may be issued pursuant to Sections 3.1(a), 3.1(b), 3.1(c), 3.1(e) and 3.1(f)). Where the aggregate number of Consideration Shares to be issued to a Company Shareholder pursuant to Sections 3.1(f) and 5.1 as consideration under the Arrangement would result in a fractional Consideration Share being issuable, such fractional Consideration Share shall be rounded down to the nearest whole Consideration Share. In lieu of any such fractional Agnico Share, Agnico will pay to each such holder a cash payment (rounded down to the nearest cent) determined by reference to the volume weighted average trading price of one Agnico Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date.

5.9 Interest

Under no circumstances shall interest accrue or be paid by the Purchaser, the Company, the Depositary or any other Person to Persons depositing certificates or DRS Advices pursuant to this Plan of Arrangement in respect of Common Shares, or former holders of Incentive Awards, regardless of any delay in making any payment contemplated hereunder.

5.10 Rounding of Cash

In any case where the aggregate cash consideration payable to a particular Person under the Arrangement would, but for this provision, include a fraction of a cent, the consideration payable shall be rounded down to the nearest whole cent (and, if such rounding down would result in consideration payable of zero cents, no consideration shall be payable).

ARTICLE 6 AMENDMENTS

6.1 Amendments

(a) The Purchaser and the Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be: (i) set out in writing; (ii) approved by the Company and the Purchaser, each acting reasonably; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court; and (iv) communicated to the Company Securityholders if and as required by the Court.

(b) Subject to the provisions of the Interim Order, any amendment, modification and/or supplement to this Plan of Arrangement, if approved by the Company and the Purchaser, each acting reasonably, may be proposed by the Company or the Purchaser at any time prior to or at the Company Meeting (provided that the Company or the Purchaser, as applicable, 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.

(c) Any amendment, modification and/or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if it is agreed to in writing by the Company and the Purchaser, each acting reasonably, and if required

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by the Court, consented to by some or all of the Company Shareholders in the manner directed by the Court.

(d) Any amendment, modification and/or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative or ministerial nature or required to better give effect to the implementation of this Plan of Arrangement, is not adverse to the financial or economic interests of any Affected Person.

(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 7

GENERAL

7.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further authorization, act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all 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 in this Plan of Arrangement.

7.2 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Common Shares and Incentive Awards issued and outstanding prior to the Effective Time; (b) the rights and obligations of the Company Shareholders, the holders of Incentive Awards, and of the Company, the Purchaser, the Depositary and any transfer agent or other depositary in relation thereto, shall be solely as provided for in this Plan of Arrangement and the Arrangement Agreement; 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 any Common Shares, Incentive Awards or other securities of the Company, shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

7.3 U.S. Tax Matters

The Arrangement is intended to qualify as a reorganization within the meaning of section 368(a) of the U.S. Tax Code and the U.S. Treasury Regulations promulgated thereunder, and this Plan of Arrangement, is intended to be, and is hereby adopted as a "plan of reorganization" within the meaning of the U.S. Treasury Regulations promulgated under section 368 of the U.S. Tax Code. Each Party agrees to treat the Arrangement as a reorganization within the meaning of section 368(a) of the U.S. Tax Code for all United States federal income tax purposes, to treat the Arrangement Agreement, together with this Plan of Arrangement, as a "plan of reorganization" within the meaning of the U.S. Treasury Regulations promulgated under section 368 of the U.S. Tax Code, and to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a good faith resolution of a Tax contest or a change in applicable Law. Within forty-five days following the Effective Date,

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Purchaser shall prepare and file in accordance with Treasury Regulations (including by posting a copy on the investor relations section of its website) a properly completed IRS Form 8937 reporting the Arrangement in accordance with the foregoing. Each party agrees to act in good faith, consistent with the intent of the parties and the intended treatment of the Arrangement as set forth herein and to use commercially reasonable efforts to not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code.

7.4 U.S. Securities Law Exemption

Notwithstanding any provision herein to the contrary, the Company and Purchaser each agree that this Plan of Arrangement will be carried out with the intention that all Consideration Shares and CVRs issued under the Arrangement by the Purchaser pursuant to this Plan of Arrangement, whether in the United States, Canada or any other country, be issued or granted, as the case may be, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and pursuant to exemptions from registration under any applicable state securities Laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

B-1

SCHEDULE B

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (as may be amended, supplemented or varied, the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) of Rupert Resources Ltd. (the "Company"), pursuant to the arrangement agreement between the Company and Agnico Eagle Mines Limited dated April 17, 2026, as it has been or may be amended, supplemented or otherwise modified from time to time in accordance with its terms (the "Arrangement Agreement"), as more particularly described and set forth in the management information circular of the Company dated , 2026 (as amended, supplemented or otherwise modified from time to time in accordance with the Arrangement Agreement, the "Circular") and all transactions contemplated thereby, are hereby authorized, approved and adopted.
The plan of arrangement of the Company, as it has been or may be amended, supplemented or otherwise modified in accordance with the Arrangement Agreement and its terms, or at the direction of the Court in the Final Order with the consent of the parties (the "Plan of Arrangement"), each acting reasonably, the full text of which is set out as Appendix to the Circular, is hereby authorized, approved and adopted.
The: (a) Arrangement Agreement and all the transactions contemplated therein; (b) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; (c) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any amendments, supplements or modifications thereto; and (d) causing the performance by the Company of its obligations thereunder, are hereby ratified and approved.
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the holders of common shares of the Company (the "Shareholders") or that the Arrangement has been approved by the Supreme Court of British Columbia (the "Court"), the directors of the Company are hereby authorized and empowered, at their discretion, without further notice to or approval of the Shareholders: (a) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their respective terms; and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.
Any one director or officer of the Company be and is hereby authorized for and on behalf of the Company to apply to the Court for an order approving the Arrangement and the Plan of Arrangement, to execute, under the corporate seal of the Company or otherwise, and to file all such other documents, notices and instruments as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of any such document, notices or instrument.
Any officer or director of the Company is hereby authorized, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, whether under corporate seal of the Company or otherwise, all such other documents, forms, waivers, notices, certificates, confirmation and 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 (including the Arrangement Agreement and the completion of the Plan of Arrangement) such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing.

B-2

SCHEDULE C
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Organization and Qualification. Each of the Company and its Subsidiaries is a corporation or other entity duly incorporated or organized, as applicable, validly existing and in good standing under the Laws of the jurisdiction of incorporation, organization or formation, as applicable, and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. Each of the Company and its Subsidiaries is duly registered or otherwise authorized to carry on business and is in good standing in each jurisdiction in which the character of its assets and Material Properties, whether owned, leased, licensed or otherwise held, or the nature of its activities make such qualification, licensing or registration or other Authorization necessary, and has all Authorizations required to own, lease and operate its Material Properties and to conduct its business as now owned and conducted in respect of the Material Properties, except where such failure of the Company or any of its Subsidiaries to be so qualified, licensed or registered and in good standing or to hold such Authorizations would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to the Purchaser complete and correct copies of the Constating Documents of the Company and its Subsidiaries, as may have been amended prior to the date of this Agreement.
Corporate Authorization. The Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement and, subject to obtaining the Interim Order, the Final Order and the Required Securityholder Approval, to complete the transactions contemplated hereby. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate Proceedings on the part of the Company are necessary to authorize this Agreement, the completion of the Arrangement or the consummation of the transactions contemplated hereby, other than approval by the Board of the Circular and receipt of the Interim Order, the Final Order and the Required Securityholder Approval.
Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
Governmental Authorization. The execution, delivery and performance by the Company of its obligations under this Agreement, the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Company or any of its Subsidiaries, other than: (a) the Interim Order and any filings required in order to obtain, and approvals required by, the Interim Order; (b) the Final Order, and any filings required in order to obtain the Final Order; (c) the Arrangement Filings; (d) filings with the Canadian Securities Authorities and the TSX; and (e) any Authorization or other action by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not obtained, taken or made, would not (x) reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or

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(y) prevent, materially delay or impair the consummation of the Arrangement and the other transactions contemplated hereby.

Non-Contravention. The execution and delivery of, and performance by the Company of its obligations under this Agreement, the consummation by the Company of the Arrangement and the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) contravene, conflict with, or result in any violation, breach or default of the Constating Documents of the Company or any of its Subsidiaries;
(b) assuming compliance with the matters referred to in paragraph 4 above, contravene, conflict with or result in a violation or breach of any Law applicable to the Company, any of its Subsidiaries or any of their respective properties or assets;
(c) (A) give rise to any third-party right of termination, require any consent, notice or other action by any Person, or constitute a default or breach, in each case, under any Material Contract or any material Authorization to which the Company or any of its Subsidiaries are party or otherwise bound; or (B) give rise to any acceleration or other change to any material right or obligation, or the loss of any material benefit to which the Company or any of its Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other similar restriction or limitation), in each case, under any Material Contract or any material Authorization to which the Company or any of its Subsidiaries is a party; or
(d) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Company or any of its Subsidiaries.

except, in the case of each of paragraphs (b), (c) and (d), as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Capitalization.

(a) The authorized capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. As of the close of business on the Business Day prior to the date of this Agreement, there are 235,432,611 Common Shares issued and outstanding and nil preferred shares issued and outstanding.
(b) As of the close of business on the Business Day prior to the date of this Agreement, there were 2,993,150 Options, nil DSUs, 97,739 RSUs and 616,281 PSUs issued and outstanding.
(c) All outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. All outstanding Equity Awards have been duly authorized and, upon issuance, all Common Shares issuable upon exercise of outstanding Options will be duly authorized, validly issued and will be fully paid and non-assessable and will not be subject to or issued in violation of any preemptive rights. All Common Shares have been issued, and all Equity Awards have

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been granted, in material compliance with all Law and any pre-emptive or similar rights applicable to them.

(d) Except outstanding rights under the Equity Incentive Plan, there are no issued, outstanding or authorized securities, options, equity-based awards, warrants, calls, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind (including any shareholder rights plan or poison pill) that obligate the Company or any of its Subsidiaries to, directly or indirectly, issue, sell, deliver or transfer any securities of the Company or any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries.

(e) There are no bonds, debentures or other evidences of indebtedness of the Company or any of its Subsidiaries outstanding which have the right to vote (or that are convertible or exercisable for securities having the right to vote) with Shareholders on any matter.

(f) Except as contemplated by this Agreement, there are no issued, outstanding or authorized obligations on the part of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of the Company or any of its Subsidiaries, or qualify securities for public distribution in Canada, the United States or elsewhere, or with respect to the voting or disposition of any securities of the Company.

Equity Awards. Schedule 3.1(7) of the Disclosure Letter sets forth: (a) the identification code and holdings of each Person who holds Equity Awards and the number of such Equity Awards, as indicated by type, held as of the close of business on the date that is three Business Days prior to the date of this Agreement; (b) the exercise price of each Option; and (c) the aggregate number of Common Shares issuable to the holders of the Equity Awards applying the methodology set forth in the Plan of Arrangement.
Subsidiaries.

(a) Except for the shares or other equity interests owned by the Company in any Subsidiary that are disclosed in Schedule 3.1(8) of the Disclosure Letter or as otherwise disclosed in Schedule 3.1(8) of the Disclosure Letter, the Company does not own, beneficially or of record, any interests of any equity, voting or other interests of any kind in any corporation, associations, incorporated joint venture, other entity or Person.

(b) The following information with respect to each Subsidiary of the Company is accurately set forth in Schedule 3.1(8) of the Disclosure Letter: (i) its name; (ii) the percentage owned directly or indirectly by the Company; (iii) to the knowledge of the Company, the name of, and number, type and percentage owned, by registered holders of capital stock or other equity interests if other than the Company and its Subsidiaries; and (iv) its jurisdiction of incorporation, organization, formation, or governance.

(c) The Company is, directly or indirectly, the registered and beneficial owner of all of the outstanding shares or other equity interests of each of its Subsidiaries, free

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and clear of any Liens, all such shares or other equity interests so owned by the Company have been validly issued and are fully paid and non-assessable, as the case may be, and no such shares or other equity interests have been issued in violation of any pre-emptive or similar rights.

(d) The Company has not been granted an option or other right in respect of the transfer or sale of any equity interests and has not agreed or made any commitment to sell or transfer equity interests held to any third party.

Shareholders and Similar Agreements.

(a) Other than the Common Shares and the Equity Awards, there are no securities or other instruments or obligations of the Company or any of its Subsidiaries that carry (or which is convertible into, or exchangeable or exercisable for, securities having) the right to vote generally with the holders of the Common Shares on any matter.

(b) All dividends or distributions on voting or equity securities of the Company that have been declared or authorized have been paid in full.

(c) Other than as set forth in Schedule 3.1(9)(c) of the Disclosure Letter, none of the Company or any of its Subsidiaries is a party to any unanimous shareholders agreement, shareholder agreement, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any securities of the Company or any of its Subsidiaries. To the knowledge of the Company, as of the date hereof, other than the Voting Support Agreements, there are no irrevocable proxies or voting Contracts with respect to any securities issued by the Company or any of its Subsidiaries.

Insolvency. No act or proceeding has been taken by or against the Company or any of its Subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of the Company or any of its Subsidiaries or for the appointment of a trustee, receiver, manager or other administrator of the Company or any of its Subsidiaries or any of their respective properties or assets nor, to the knowledge of the Company, is any such act or proceeding threatened. Neither the Company nor any of its Subsidiaries have sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation. Neither the Company nor any of its Subsidiaries nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Company or any of its Subsidiaries to conduct its business as it has been carried on prior to the date thereof, or that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or would reasonably be expected to prevent or significantly impede or delay the completion of the Arrangement. In addition, other than as set forth in Schedule 3.1(10) of the Disclosure Letter neither the Company nor any of its Subsidiaries has discontinued making payments in general or filed a petition for its administration or solvent liquidation, and no other person has filed such petition or a petition for the forced sale or sequestration of any part of the assets of the Company or its Subsidiaries.

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Transfer Agent. Computershare Trust Company of Canada is the duly appointed registrar and transfer agent of the Company with respect to the Common Shares.
Canadian Securities Law Matters and Stock Exchange Compliance.

(a) The Company is a “reporting issuer” under Canadian Securities Laws in the Provinces of Alberta, British Columbia, Newfoundland and Labrador, New Brunswick and Ontario. The Common Shares are listed and posted for trading on the TSX. The Company is in compliance in all material respects with applicable Canadian Securities Laws and the applicable listing and corporate governance rules and regulations of the TSX. All filings and fees due and payable by the Company pursuant to Canadian Securities Laws and general corporate law have been made and paid.

(b) As of the date hereof, the Company has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer nor has the Company received notification from any Canadian Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other Order or restriction with respect to any securities of the Company is pending, in effect or, to the knowledge of the Company, has been threatened, or is expected to be implemented or undertaken (other than in connection with the transactions contemplated by this Agreement), and to the knowledge of the Company, the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such Order or restriction.

U.S. Securities Law Matters.

(a) The Company does not have, nor is it required to have, any class of equity securities registered under the U.S. Exchange Act, nor is the Company subject to any reporting obligation (whether active or suspended) pursuant to section 15(d) of the U.S. Exchange Act.

(b) The Company is not an investment company registered or required to be registered under the United States Investment Company Act of 1940, as amended.

(c) The Company is not, and on the Effective Date will not be, a “shell company” (as defined in Rule 405 under the U.S. Securities Act).

(d) The Company is a “foreign private issuer” (as defined in Rule 405 under the U.S. Securities Act).

Reports.

(a) The Company has timely filed the Company Public Documents that the Company is required to file under applicable Canadian Securities Laws. The documents comprising the Company Public Documents: (i) complied as filed in all material respects with the requirements of applicable Canadian Securities Laws; and (ii) did not as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation.

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(b) Any amendments to the Company Public Documents required to be made have been filed on a timely basis with the applicable Governmental Entity. The Company has not filed any confidential material change report with any Governmental Entity which at the date hereof remains confidential or any other confidential filings filed under applicable Securities Laws. There are no outstanding or unresolved comments in comment letters from any Canadian Securities Authority with respect to any of the Company Public Documents and, to the knowledge of the Company, neither the Company nor any of the Company Public Documents is the subject of an ongoing audit, review, comment or investigation by any Governmental Entity.

Technical Disclosure. The Company's technical disclosure disclosed in the Company Public Documents was prepared and disclosed in all material respects in accordance with accepted mining, engineering, geoscience and other approved industry practices, as applicable, and NI 43-101 as it was in effect on the date of the filing of the applicable document. The information provided by the Company to the qualified persons (as defined in NI 43-101) in connection with the preparation of such disclosure was complete and accurate in all material respects at the time such information was furnished.
Financial Statements.

(a) The audited annual consolidated financial statements of the Company as at and for the year ended December 31, 2025 and the 10-months ended December 31, 2024 (including any of the notes or schedules thereto, the auditor's report thereon and related management's discussion and analysis) and the unaudited condensed interim consolidated financial statements of the Company as at and for the three and nine-month periods ended September 30, 2025 and November 30, 2024 (including any of the notes or schedules thereto and related management's discussion and analysis) (collectively, the "Financial Statements"), in each case, filed as part of the Company Public Documents: (i) were prepared in accordance with IFRS; and (ii) present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), the consolidated financial position, income, comprehensive income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements).

(b) The Company does not intend to correct or restate, nor, to the knowledge of the Company, is there any basis for any correction or restatement of, any aspect of any of the Financial Statements, and the Financial Statements reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of the Company and its Subsidiaries. There has been no material change in the Company's accounting methods, policies or practices since December 31, 2025. There are no, nor are there any commitments to become a party to, any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or similar relationships of the Company or any of its Subsidiaries with unconsolidated entities or other Persons.

(c) The financial books, records and accounts of the Company and each of its Subsidiaries: (i) have been maintained, in all material respects, in accordance with IFRS and in respect of the Subsidiaries, in accordance with the applicable accounting Laws; (ii) are stated in reasonable detail; (iii) accurately and fairly

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reflect all the material transactions, acquisitions and dispositions of the Company and its Subsidiaries as at the respective dates thereof and to the extent required by the applicable accounting Laws; and (iv) accurately and fairly reflect the basis of the Company's financial statements.

17. Disclosure Controls and Internal Control over Financial Reporting.

(a) The Company has established and maintains a system of disclosure controls and procedures (as such term is defined in NI 52-109) that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under applicable Laws is recorded, processed, summarized and reported within the time periods specified in applicable Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under applicable Laws are accumulated and communicated to the Company's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) The Company has established and maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

(c) To the knowledge of the Company, there is no material weakness (as such term is defined in NI 52-109) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries or any of their respective directors or officers, or the auditors, accountants or other Representatives of the Company has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

18. No Undisclosed Liabilities.

There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent or absolute, determined, determinable or otherwise, other than liabilities or obligations: (a) accrued or disclosed in the Financial Statements; (b) incurred in the Ordinary Course since December 31, 2025; or (c) incurred in connection with this Agreement.

19. Minute Books.

The corporate minute books of the Company and each of its Subsidiaries have been maintained and duly kept in accordance with applicable Laws in all material respects and are complete and accurate in all material respects. The corporate minute books of the Company and each of its Subsidiaries contain, in all material respects,

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complete and accurate minutes of all meetings and resolutions of the directors and shareholders of the Company and each of its Subsidiaries held and/or passed, as applicable, since incorporation.

Auditors. The auditors of the Company are independent public accountants as required by applicable Laws and there is not now, and there has never been, any reportable event (as defined in NI 51-102) with the present or any former auditors of the Company.
Absence of Certain Changes. Since December 31, 2025, except as disclosed in the Company Public Documents, and other than pursuant to the Arrangement and the other transactions contemplated by this Agreement, the business of the Company and each of its Subsidiaries has been conducted only in the Ordinary Course, no Company Material Adverse Effect has occurred and none of the Company or any of its Subsidiaries has:

(a) paid or satisfied any material obligation or liability, absolute or contingent, other than current liabilities or obligations disclosed in the Financial Statements and current liabilities or obligations incurred in the Ordinary Course;

(b) declared, set aside or paid any dividend, redeemed or repurchased any outstanding shares, or made any distribution of its properties or assets to the Shareholders, other than salaries, fees and other compensation paid in each case in the Ordinary Course;

(c) suffered a loss, destruction or damage to any of the Assets (including the Mining Rights), whether or not insured, that is material to the Company and its Subsidiaries, taken as a whole;

(d) authorized or agreed to any change in a material term or condition of employment of its Employees, including any Employee Plan, other than changes required by Law, applicable Collective Agreements in respect of the Subsidiaries, a Governmental Entity or the terms of any existing Employee Plan or employment agreement or disclosed to the Purchaser in writing;

(e) entered into any Collective Agreement, unless required by Law in respect of the Subsidiaries;

(f) waived or cancelled any material right, claim or debt owed to it;

(g) transferred, assigned, sold or otherwise disposed of any of its Assets exceeding $200,000 in value in the aggregate;

(h) incurred or assumed or guaranteed any liability for borrowed money, other than in an aggregate amount less than $200,000;

(i) committed to make or perform any capital expenditures or maintenance or repair projects, except for capital expenditures or maintenance or repair projects incurred in the Ordinary Course with a value not greater than $250,000 in the aggregate;

(j) entered into any commitment or transaction not in the Ordinary Course;

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(k) except as set out in Schedule 3.1(21) of the Disclosure Letter, entered into or authorized or agreed to any material changes in any Material Contract;

(l) made or agreed to make any bonus or profit-sharing distribution or similar payment of any kind, other than bonuses, profit-sharing distributions or similar payments of any kind to directors, Employees, independent contractors or consultants in the Ordinary Course or as required by Law or Collective Agreements, a Governmental Entity or the terms of any existing Employee Plan or employment agreement;

(m) arranged any debt financing or incurred or materially increased its indebtedness for borrowed money;

(n) made any change in any method of accounting or auditing practice;

(o) hypothecated, pledged, subjected to a Lien, granted a security interest in or otherwise encumbered any of its material Assets (including the Mining Rights), whether tangible or intangible, other than in the Ordinary Course or pursuant to Permitted Liens;

(p) made any material gift of money or of any property or assets to any individual or person; or

(q) authorized, agreed or otherwise become committed to do any of the foregoing.

Transactions with Directors, Officers, Employees, etc. None of the Company or any of its Subsidiaries is indebted to any of its directors, independent contractors or Employees or any of their respective associates or affiliates (except for amounts due in the Ordinary Course as wages, salaries, vacation pay, overtime pay, bonuses, fees for services, director's fees and other compensation and benefits or the reimbursement of expenses or expense accounts in the Ordinary Course). There are no Contracts (other than in the Ordinary Course) with, or advances, loans, guarantees, liabilities or other obligations to (other than in the Ordinary Course), on behalf or for the benefit of, any shareholder, director, or Employee, or any of their respective affiliates or associates.
Compliance with Laws. Except as set out in Schedule 3.1(23) of the Disclosure Letter, each of the Company and its Subsidiaries is in compliance with, and has in the past three years, complied with, all Laws in all material respects applicable to each of them, the conduct of their respective businesses and to the ownership or use of any of the Assets, including the Mining Rights and the Material Properties. None of the Company or any of its Subsidiaries is under any investigation with respect to, nor has the Company or any of its Subsidiaries been convicted, charged or threatened to be charged with, nor has the Company or any of its Subsidiaries received notice of, any material violation or potential material violation of any Law from any Governmental Entity.
Authorizations.

(a) The Company and its Subsidiaries, as applicable, own, possess or have obtained all material Authorizations that are required by Law in connection with the operation of the business of the Company and its Subsidiaries as presently conducted, or in connection with the ownership, operation or use of the Assets,

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respectively, except for any Authorizations, the failure of which to possess would not reasonably be expected to result in a Company Material Adverse Effect.

(b) The Company and its Subsidiaries, as applicable, lawfully hold, own or use, and have complied with, all such material Authorizations. Each such material Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course in accordance with applicable Law. To the knowledge of the Company: (i) there are no facts, events or circumstances that would reasonably be expected to result in a failure to obtain or failure to be in compliance with all material Authorizations as are necessary to conduct the business of the Company or any of its Subsidiaries; (ii) no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, any material Authorization; and (iii) none of the Company or any of its Subsidiaries has received written notice of any actual or alleged breach of or default under such material Authorizations.

(c) No action, investigation or Proceeding is pending in respect of or regarding any such material Authorization and, to the knowledge of the Company, none of the Company nor any of its Subsidiaries has received notice, whether written or oral, of revocation, non-renewal or material amendments of any such material Authorization, or stating the intention of any Person to revoke, refuse to renew or materially amend any such material Authorization.

Material Contracts. Schedule 3.1(25) of the Disclosure Letter sets out a true and complete list of all Material Contracts, and other than the Material Contracts, there are no Contracts that are material to the Company or any of its Subsidiaries. Each Material Contract is in full force and effect and constitutes a valid, binding agreement of the Company or one or more of its Subsidiaries, as applicable, and is enforceable by the Company or a Subsidiary, as applicable, in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. None of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other party to any Material Contract, is in material breach or default under any Material Contract, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. As of the date hereof, none of the Company or any of its Subsidiaries has received any written notice of, any breach, default, cancellation, termination, or non-renewal under any Material Contract by any other party to any Material Contract, and to the knowledge of the Company, there is no threat of the same. True and complete copies of all of the Material Contracts have been made available to the Purchaser.
Restrictions on Business. Except as set out in Schedule 3.1(26) of the Disclosure Letter, none of the Company or any of its Subsidiaries is party to or bound by any Contract or Order which purports to: (a) limit in any material respect the manner or the localities in which the business of such Person may be conducted; (b) limit any business practice of such Person in any material respect; or (c) limit or restrict the right or freedom of such Person, or any of its affiliates, to engage in any business or compete with any business or with any Person or in any geographic area (including within any defined area of interest) or which would so limit such right or freedom of such Person, or any of its affiliates, after the Effective Date. No Contract or Order to which the Company or any of its Subsidiaries

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is party or otherwise bound prohibits, restricts, or otherwise limits, in any respect whatsoever, the Company or any of its Subsidiaries, as applicable, or any of their respective Representatives from, directly or indirectly, owning, operating, purchasing, optioning, staking, leasing or otherwise acquiring an economic or other interest in, any Mining Rights or other assets, which are, directly or indirectly, owned, leased or operated by the Purchaser or any of its affiliates as of the date of this Agreement.

Personal Property. Each of the Company and its Subsidiaries has good and valid title to, or a valid and enforceable leasehold interest in, all material tangible or corporeal Assets owned or leased by the Company or such Subsidiary, as applicable, free and clear of any Liens, other than Permitted Liens. All such material tangible or corporeal Assets are, in all material respects, in good operating condition and repair having regard to their uses and ages, and are adequate and suitable for their respective uses.
Material Properties.

(a) Schedule 3.1(28)(a) of the Disclosure Letter sets out a true and complete list of the Material Properties as of the date hereof, and no other property or assets are necessary for the conduct of the business of the Company and its Subsidiaries relating to the Ikkari Project or the Pahtavaara Mine as conducted on the date thereof.

(b) Except as set out in Schedule 3.1(28)(b) of the Disclosure Letter, the Company or one of its Subsidiaries is the sole absolute legal and beneficial owner of the Material Properties under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments or provisions of Law, sufficient to permit the Company and its Subsidiaries to access, explore for and develop (but not, on the date thereof, exploit), the Products relating thereto and to conduct all exploration activities thereon, free and clear of any Liens, other than the Permitted Liens. All Material Properties have been validly located, registered and recorded in accordance with applicable Laws and are valid, subsisting and in good standing. All Material Properties have active status and the Company has not received written notice of, nor has any knowledge of, any pending or threatened suspension or revocation Proceedings in respect of such Mining Rights relating to the Material Properties from any Governmental Entity. The Company or one of its Subsidiaries has good and valid title to the Material Properties, free and clear of any Liens, other than Permitted Liens. All fees, mandatory work expenditures, rentals, Taxes or any other payments required to be made in relation to the material Liens have been made.

(c) Except as set out in Schedule 3.1(28)(c) of the Disclosure Letter, the Material Properties are located on public land, if such status applies in the jurisdiction in question. The Company or one of its Subsidiaries has all necessary access rights, rights to enter, use and occupy the surface of the land and other necessary rights and interests relating to the Material Properties granting the Company and its Subsidiaries with the right and ability to access, explore for and develop the Material Properties and to conduct all exploration and development activities thereon. Except as set out in 3.1(28)(c) of the Disclosure Letter, the Company is not aware of any surface rights held or purported to be held by any Person (other than the Company or any of its Subsidiaries) to occupy or otherwise use the surface of the land comprising the Material Properties, or of any fact or condition

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which would result in the interference with or termination of the Company's and its Subsidiaries' access to the land comprising the Material Properties or of its surface rights necessary to explore for and develop the Material Properties and to conduct all exploration and development activities thereon. The Material Properties do not encompass nature conservation areas or other areas on which mining would not be possible based on current legislation and protection orders, it being understood that the Ikkari Project and related Material Properties do not allow any kind of mining on the date hereof and such future mining operations would require, including but not limited to, a number of permits, Environmental Permits, Authorizations, zoning plans and other requirements under Laws to be obtained and/or approved if such are obtained and/or approved.

(d) Except as set out in Schedule 3.1(28)(d) of the Disclosure Letter: (i) neither the Company nor any of its Subsidiaries has received written notice of, and the Company has no knowledge of, any outstanding or threatened claim, action, litigation or Proceeding with respect to the Material Properties; (ii) there is no outstanding Proceeding by or against the Company or any of its Subsidiaries in respect of the Material Properties; and (iii) there are no pending Proceedings or Orders against the Company or any of its Subsidiaries in respect of the Material Properties that remain outstanding. Neither the Company nor any of its Subsidiaries have outstanding payments of landowner or governmental fees, compensations or damages relating to the Material Properties. The Company and any of its Subsidiaries have carried out all reporting obligations required by law or permit decisions.

(e) Except as disclosed in Schedule 3.1(28)(e) of the Disclosure Letter, neither the Company nor any of its Subsidiaries is in default, and to the knowledge of the Company, no other party is in default, of any provisions of any such agreements, documents or instruments relating to the Material Properties, nor has any such default been alleged.

(f) Except as disclosed in Schedule 3.1(28)(f) of the Disclosure Letter, no commission, licence fee, royalty, interests from production or any other economic interest or similar obligation to any person with respect to the Material Properties is payable or has been granted, nor has any option to acquire any of the foregoing been granted. There are no farm-in or earn-in rights, back-in rights, rights of first refusal, rights of first offer, options or other participation interests, rights of preference or similar rights or provisions that affect or could affect the Material Properties or the right of the Company or any of its Subsidiaries to dispose of any Material Property.

Expropriation. No Asset (including the Mining Rights held by the Company or any of its Subsidiaries) has been taken or expropriated by any Governmental Entity or Person nor has any notice or Proceeding in respect thereof been given or commenced nor, to the knowledge of the Company, is there any intent or proposal to give any such notice or commence any such Proceeding.
No Options, Etc. Except as disclosed in Schedule 3.1(30) of the Disclosure Letter, no Person has any outstanding option or obligation to purchase, or right of first offer, refusal or opportunity to purchase, any of the Assets (held by the Company or any of its Subsidiaries), or any portion thereof or interest therein. No Person other than the

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Purchaser has any Contract, option, warrant, privilege or right or any right capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise) for the purchase of the Mining Rights held by the Company or any of its Subsidiaries or any portion thereof.

Intellectual Property. Each of the Company and its Subsidiaries owns or possesses, or has a license to or otherwise has the right to use, all Intellectual Property used in the conduct of its business as presently conducted. To the knowledge of the Company, such Intellectual Property owned by the Company or any of its Subsidiaries is valid and enforceable subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, and does not infringe in any material way upon the rights of others and there is no current, or to the knowledge of the Company, threatened third party claim of such infringement. To the knowledge of the Company, no third party is infringing upon the Intellectual Property owned by the Company or any of its Subsidiaries in a manner that currently would be reasonably expected to adversely affect such Intellectual Property.
Privacy and Anti-Spam.

(a) Except as set out in Schedule 3.1(32) of the Disclosure Letter, each of the Company and its Subsidiaries has complied, in all material respects, with all applicable Privacy Laws, and there are no material actions, suits, Proceedings or hearings in progress or pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to any of the foregoing.

(b) The Company has taken commercially reasonable measures (including implementing and monitoring organizational, technical and physical security) to protect the confidential information of the Company and Company Data against unauthorized access, use, modification or disclosure, and, in the past three years, to the knowledge of the Company, no material unauthorized access to or unauthorized use, modification or disclosure of such confidential information or Company Data has occurred.

(c) Each of the Company and its Subsidiaries has conducted its business in compliance with Anti-Spam Laws in all material respects, and each of them has retained records to demonstrate such compliance.

Litigation. There are no claims, actions, suits or arbitrations or inquiries, investigations or other Proceedings pending, or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries, or affecting any of the Assets, that if determined adverse to the interests of the Company or any of its Subsidiaries, as applicable: (a) would have, individually or in the aggregate, a Company Material Adverse Effect; or (b) would be reasonably expected to prevent or delay the completion of the Arrangement or the consummation of the transactions contemplated hereby. None of the Company or any of its Subsidiaries, nor any of the Assets, is subject to any outstanding Order that would have or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect or that would or would be reasonably expected to prevent or delay the completion of the Arrangement or the consummation of the transactions contemplated hereby.

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Indigenous Group Matters.

(a) Other than as required by Laws of general application to consult with certain Indigenous Groups, neither the Company nor any of its Subsidiaries nor any Person acting on behalf of the Company or any of its Subsidiaries is currently in discussions or negotiations with any Indigenous Group, or any individual, with respect to entering into a new impact benefit agreement or similar Contract, or terminating, amending, modifying or supplementing any existing impact benefit agreement or similar Contract. The Company is not, and no Indigenous Group (or any officials thereof) has asserted that the Company is, in material default under any such Contract.

(b) The Company has not received any material land entitlement claims or Indigenous Claim which affect the Company or any of its Subsidiaries nor, to the knowledge of the Company, have any material land entitlement claims or Indigenous Claims been threatened which relate to the Material Properties, any Authorizations or the operation by the Company or any of its Subsidiaries of its businesses in the areas in which such operations are carried on or in which the Material Properties are located.

(c) Except as set out in Schedule 3.1(34) of the Disclosure Letter, there are no material ongoing or outstanding discussions, negotiations, or similar communications with or by any Indigenous Group or reindeer herding cooperative or reindeer herder concerning the Company, any of its Subsidiaries or their respective business, operations or assets.

(d) No first nations or indigenous blockade, occupation, illegal action or on-site protest has occurred or, to the knowledge of the Company, has been threatened in connection with the activities on the Assets.

(e) To the knowledge of the Company, there are no material complaints, issues, proceedings or discussions from or with any Indigenous Group, reindeer herding cooperatives or individual reindeer herders, which are ongoing or anticipated which could have the effect of interfering, delaying, or impairing the ability to explore, develop or operate the Material Properties.

NGOs and Community Groups. No material dispute between the Company or any of its Subsidiaries and any non-governmental organization, community or community group exists or, to the knowledge of the Company, is threatened or imminent with respect to the Company's Mining Rights or Mining Operations. The Company has made available to the Purchaser all material correspondence received by the Company, any of its Subsidiaries or their Representatives from any non-governmental organization, community, community group or Indigenous Group.
Environmental Matters.

(a) The Company, its Subsidiaries, the Material Properties and any other Assets, and all operations thereon are and have been, since the Company or any of its Subsidiaries, as applicable, owned, used or occupied such Assets, in compliance with Environmental Laws in all material respects, and satisfy the need for and the conditions of any Environmental Permits.

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(b) To the knowledge of the Company, there are and have been no conditions, occurrences, or Regulated Substances which would reasonably be expected to form the basis of a claim against the Company or any of its Subsidiaries relating to Regulated Substances or any actual, potential or alleged liability under or violation of or failure of the Company or any of its Subsidiaries to comply with any Environmental Laws.

(c) None of the Company, its Subsidiaries, the Material Properties or any other Assets is subject to any, nor is there any pending or, to the knowledge of the Company, threatened claim, action, notice, demand, allegation, investigation, Proceeding, application, Order, judgment, requirement or directive relating to Regulated Substances or any actual, potential or alleged violation of or failure of the Company or any of its Subsidiaries to comply with any Environmental Law.

Employees and Collective Agreements.

(a) Each of the Company and its Subsidiaries is in compliance in all material respects with all terms and conditions of employment and all Laws respecting employment, including pay equity, wages, hours of work, overtime, vacation, privacy, human rights, worker classification, foreign/posted workers, work permits, workers' compensation and occupational safety and health.

(b) All amounts due or accrued due for all salary, wages, bonuses, incentive compensation, deferred compensation, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accrued and accurately reflected in all material respects in the books and records of the Company.

(c) There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to, nor Orders outstanding under, any workers' compensation or health and safety Laws relating to the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has been assessed or reassessed in any material respect under such Laws during the past three years.

(d) Except as disclosed in Schedule 3.1(37) of the Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former directors or Employees (including the current directors and officers of the Company or any of its Subsidiaries) or Employee Plans providing for cash or other compensation or benefits (including any increase in amount of compensation or benefit or the acceleration of time of payment or vesting of any compensation or benefit) upon the completion of the Arrangement or the consummation of, or relating to, transactions contemplated hereby, including a change of control of the Company or any of its Subsidiaries.

(e) Except as disclosed in Schedule 3.1(37) of the Disclosure Letter, there are no Collective Agreements in force with respect to the Employees and neither the Company nor any of its Subsidiaries is engaged in any negotiations with respect to any potential Collective Agreement. Except as disclosed in Schedule 3.1(37) of the Disclosure Letter, neither the Company nor any of its Subsidiaries is subject to

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any actual or, to the knowledge of the Company, threatened application for certification or bargaining rights or letter of understanding or related successor employer application.

(f) To the knowledge of the Company, there are no threatened or pending union organizing activities involving any Employees. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Company, threatened against, the Company or any of its Subsidiaries and no such event has occurred within the past three years.

(g) In addition to compulsory pension arrangements provided by mandatory applicable pension Laws, there are no pension, insurance or other corresponding arrangements in force or otherwise binding upon the Company or any of its Subsidiaries regarding their current or former directors, officers or other Employees.

(h) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration Proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries.

Employee Plans.

(a) Schedule 3.1(38)(a) of the Disclosure Letter sets forth a complete and accurate list of all Employee Plans. The Company has made available to the Purchaser true and complete copies of all material Employee Plans as amended, together with all related documentation including, as applicable, funding, trust, insurance and investment management agreements, summary plan descriptions, employee booklets, actuarial reports, financial statements, and asset statements.

(b) All of the Employee Plans are and have been established, registered, qualified, funded, invested and administered in all material respects in accordance with all Laws, and in accordance with their terms, the terms of the material documents that support such Employee Plans and the terms of agreements between the Company or any of its Subsidiaries and Employees (present and former) who are members of, or beneficiaries under, the Employee Plans. To the knowledge of the Company, no fact or circumstances exists which could reasonably be expected to adversely affect the registered or qualified status of any such Employee Plan.

(c) To the knowledge of the Company, no event has occurred in the past three years and no condition or circumstance exists that has resulted in or would reasonably be expected to result in any Employee Plan being ordered, or required to be, terminated or wound up in whole or in part, having its registration under applicable Laws refused or revoked, being placed under the administration of any trustee or receiver or Governmental Entity or being required to pay any material Taxes, penalties, payments or levies under applicable Laws.

(d) All contributions or premiums required to be made or paid by the Company or any of its Subsidiaries under the terms of each Employee Plan or by Law have been made in all material respects in a timely fashion in accordance with Law and in accordance with the terms of the applicable Employee Plan.

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(e) Except as expressly disclosed in the Employee Plans provided to the Purchaser and in Schedule 3.1(38)(e) of the Disclosure Letter, and other than as required by Law, none of the Employee Plans provide for post-termination welfare benefits to any individual for any reason and neither the Company nor any of its Subsidiaries has any obligation to provide post-termination or retiree benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree benefits.

(f) No Employee Plan is a “registered pension plan”, a “multi-employer pension plan” or contains a “defined benefit provision” within, in each case, the meaning of the Tax Act.

(g) To the knowledge of the Company, no Employee Plan is subject to, or within the past three years, has been subject to, any material claims (other than routine claims for benefits) or actions initiated by any Governmental Entity.

(h) No Employee Plan is registered or operated in accordance with the Laws of any jurisdiction outside of Canada.

(i) Only Employees, directors, consultants and their respective beneficiaries, participate in the Employee Plans, and no Person other than the Company or any of its Subsidiaries is a participating employer under any Employee Plan. All Employee Plans are sponsored by the Company and/or its Subsidiaries.

Competition Act. The Company and its Subsidiaries do not have employees employed in connection with the Company's business that ordinarily report for work in Canada.
Insurance. Each of the Company and its Subsidiaries is and has been in the past three years insured by reputable third party insurers with reasonable and prudent policies appropriate and customary for the size and nature of their respective businesses and the Material Properties. The insurance policies of the Company and its Subsidiaries are in all material respects in full force and effect in accordance with their terms and none of them is in default in any material respect under the terms of any such policy. To the knowledge of the Company, there is no material claim pending under any insurance policy of the Company or any of its Subsidiaries that has been denied, rejected or disputed by any insurer, or as to which any insurer has refused to cover all or any material portion of such claim. To the knowledge of the Company, all material claims covered by any insurance policy of the Company or any of its Subsidiaries have been properly reported to and accepted by the applicable insurer.
Taxes.

(a) Each of the Company and its Subsidiaries has duly and timely filed all material Tax Returns required to be filed by it with the appropriate Governmental Entity prior to the date hereof and all such Tax Returns are true, complete and correct in all material respects.

(b) Each of the Company and its Subsidiaries has paid on a timely basis all material Taxes which are due and payable by it on or before the date hereof (including instalments), other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently

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published consolidated financial statements of the Company in accordance with IFRS. Each of the Company and its Subsidiaries has provided adequate accruals in accordance with IFRS or applicable accounting Laws in the most recently published consolidated financial statements of the Company for any Taxes of the Company and its Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns. Since such publication date, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the Ordinary Course.

(c) No material deficiencies, assessments, reassessments, litigation, audits, claims, proposed adjustments or matters in controversy exist or have been asserted in writing with respect to Taxes of the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries is a party to any material action or Proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Company, threatened against the Company or any of the Subsidiaries, or the Assets.

(d) No claim has been made by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that any of them is or may be subject to material Tax by that jurisdiction or is or may be required to file a Tax Return in that jurisdiction.

(e) There are no Liens (other than Permitted Liens) with respect to Taxes upon any of the Assets. None of the Company or any of its Subsidiaries has received written notice from any Governmental Entity of an intention to place a Lien on any of its Assets relating to or attributable to Taxes.

(f) Each of the Company and its Subsidiaries has withheld, deducted or collected all material amounts required to be withheld, deducted or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so.

(g) There are no outstanding agreements, arrangements, elections, waivers or objections extending or waiving the statutory period of limitations applicable to any material claim for, or the period for the collection or assessment or reassessment of Taxes due from the Company or any of its Subsidiaries, for any taxable period and no request for any such waiver or extension is currently pending.

(h) The Company has made available to the Purchaser true, correct and complete copies of all material Tax Returns, examination reports and statements of deficiencies for taxable periods, or transactions consummated, for which the applicable statutory periods of limitations have not expired.

(i) Neither the Company nor any of its Subsidiaries has, at any time, directly or indirectly transferred any property or supplied any services to, or acquired any property or services from, a Person with whom the Company or any of its Subsidiaries was not dealing at arm's length (within the meaning of the Tax Act) for consideration other than consideration equal to the fair market value of such property or services at the time of transfer, supply or acquisition, as the case may

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be, nor has the Company or any of its Subsidiaries been deemed to have done so for purposes of the Tax Act.

(j) Each of the Company and its Subsidiaries has complied in material respects with the transfer pricing (including any contemporaneous documentation) provisions of each applicable Law, including for greater certainty, under section 247 of the Tax Act (and the corresponding provisions of any applicable provincial or foreign Law).

(k) There are no circumstances existing which could result in the material application of section 78 or sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial or foreign Law, to the Company or any of its Subsidiaries. Except as in accordance with past practices, none of the Company or any of its Subsidiaries has claimed or will any of them claim any reserve under any provision of the Tax Act or any equivalent provision under provincial or foreign Law, if any material amount could be included in the income of the Company or any of its Subsidiaries for any period ending after the Effective Date.

(l) For the purposes of the Tax Act, any applicable Tax treaty and any other relevant Tax purposes: (i) the Company is resident in, and is not a non-resident of, Canada, and is a "taxable Canadian corporation"; and (ii) each of the Company's Subsidiaries is resident in the jurisdiction in which it was formed, and is not resident in any other country and if resident in Canada and is a corporation, is a "taxable Canadian corporation".

(m) The Company is duly registered with the Canada Revenue Agency under Subdivision d of Division V of Part IX of the Excise Tax Act (Canada) for purposes of goods and services tax and the harmonized sales tax or with the applicable Governmental Entity under any and all other applicable tax registrations ("GST/HST"), in any case, to the extent legally required to be so registered. The Company has complied with all registration, reporting, payment, collection and remittance requirements in respect of GST/HST.

(n) None of the Company or any of its Subsidiaries has entered into a "reportable transaction" or a "notifiable transaction" or has reported a "reportable uncertain tax treatment" (each as defined in the Tax Act or any similar provision of provincial or foreign legislation) to any applicable Governmental Entity.

(o) The Common Shares do not derive more than 50% of their fair market value from any combination of: (i) real or immovable property situated in Canada; (ii) Canadian resource properties; (iii) timber resource properties; or (iv) options in respect of, or interests in, or for civil law rights in, property described in paragraphs (i) to (iii), whether or not that property exists.

(p) Neither the Company nor any of its Subsidiaries have entered into any Tax indemnity, Tax sharing, Tax allocation or other agreement with, or provided any undertaking to, any person pursuant to which it has assumed liability for the payment of income Taxes owing by such person.

(q) The Company is not aware of any agreement, plan or other circumstance that would prevent the Arrangement from qualifying as a reorganization under Section 368(a) of the U.S. Tax Code.

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Brokers. Except as set out in Schedule 3.1(42) of the Disclosure Letter, no investment banker, broker, finder, financial adviser or other intermediary has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries or is entitled to any fee, commission or other payment from the Company or any of its Subsidiaries in connection with this Agreement, the completion of the Arrangement or any other transaction contemplated by this Agreement, and a true and complete copy of any agreements between the Company and any Person providing for any of the foregoing have been made available to the Purchaser. Schedule 3.1(42) of the Disclosure Letter sets out all fees, commissions or other payments that may be payable to any investment banker, broker, finder, financial adviser or other intermediary in connection with this Agreement, the completion of the Arrangement or any other transaction contemplated by this Agreement.
Sanctions Compliance. None of the Company or any of its Subsidiaries has been subject to, nor is any of them currently subject to, any economic or financial sanctions or trade embargoes imposed, authorized, administered or enforced by any Governmental Entity (including the Government of Canada, the Office of Foreign Assets Control of the U.S. Treasury Department (including the designation as a "specially designated national or blocked person" thereunder), or any other applicable sanctions authority) or other similar Laws (collectively, "Sanctions"). None of the Company or any of its Subsidiaries has received any written notice alleging that any of them or any of their respective Representatives has violated any Sanctions, and, to the knowledge of the Company, no condition or circumstances exist (including any ongoing action, suit, Proceeding or hearing) that would form the basis of any such allegations.
Corrupt Practices Legislation. None of the Company or any of its Subsidiaries has, nor to the Company's knowledge has any of their respective Representatives with respect to the Company or any of its Subsidiaries, directly or indirectly, taken any action which is prohibited by, or in violation of, the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the anti-bribery and anti-corruption provisions of the Criminal Code (Canada) or any applicable Law of similar effect (collectively, the "Corrupt Practices Legislation"). None of the Company or any of its Subsidiaries has received any notice alleging that any of them or any of their respective Representatives has violated any Corrupt Practices Legislation, and, to the knowledge of the Company, no condition or circumstances exist that would form the basis of any such allegations.
Money Laundering. The operations of the Company and its Subsidiaries are and have been in the past three years conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements and money laundering or similar Laws ("Money Laundering Laws"). None of the Company or any of its Subsidiaries has received any notice alleging that any of them or any of their respective Representatives have violated any Money Laundering Laws, and, to the knowledge of the Company, no condition or circumstances exist (including any ongoing actions, suits, Proceedings or hearings) that would form the basis of any such allegations.
Opinions of Financial Advisors.

(a) Each of the Board and the Special Committee has received the Fairness Opinions, in oral or written form, and such opinions have not been modified, amended, qualified or withdrawn. True and complete copies of any Fairness Opinion that was

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delivered orally will be delivered in written form and made available by the Company to the Purchaser promptly following receipt thereof.

(b) Each of the Board and the Special Committee has received the Formal Valuation. The fees payable to Origin shall be a flat fee for delivery of the Formal Valuation and applicable Fairness Opinions, irrespective of the conclusions of the formal valuation and fairness opinion, and no portion of any fee payable to Origin shall be conditional on the closing of the Arrangement. A true and complete copy of the Formal Valuation has been made available to the Purchaser prior to the execution and delivery of this Agreement by the parties hereto.

Board and Special Committee Matters.

(a) The Special Committee was duly constituted by the Board in connection with the Arrangement and consists solely of directors who are independent of the Company and independent of the Purchaser.

(b) The Special Committee, after receiving legal and financial advice (including the Fairness Opinions and the Formal Valuation), has unanimously recommended that: (i) the Board approve the execution and delivery of this Agreement and the transactions contemplated by this Agreement; and (ii) the Board recommend that the Company Securityholders vote in favour of the Arrangement Resolution.

(c) The Board, having received the unanimous recommendation of the Special Committee and after receiving legal and financial advice (including the Fairness Opinions and the Formal Valuation), has unanimously (other than conflicted directors abstaining): (i) determined that the Arrangement is in the best interests of the Company and that the Arrangement Consideration to be received by the Company Securityholders is fair to such holders; (ii) resolved to recommend that the Company Securityholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations.

(d) Each director and executive officer of the Company intends to vote all Company Securities held by him or her in favour of the Arrangement Resolution in accordance with terms and conditions of the Voting Support Agreement to which he or she is party, and has agreed that the news release announcing the execution of this Agreement, the Company Circular and other documents relating to the Arrangement may reference such intentions and Voting Support Agreements.

No "Collateral Benefit". No "related party" of the Company or any of its "affiliated entities" (in each case, within the meaning of MI 61-101), beneficially owns or exercises control or direction over one percent (1%) or more of the outstanding Common Shares, except for related parties who will not receive a "collateral benefit" (within the meaning of MI 61-101) as a consequence of the transactions contemplated by this Agreement.

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D-1

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Organization and Qualification. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws of the Province of Ontario, and has all requisite power and authority to own or hold the Common Shares and to complete the transactions to be completed by it under this Agreement. The Purchaser is up-to-date in all material corporate filings required by applicable Law, is in good standing under applicable corporate Law and is duly registered, qualified or otherwise authorized to do business in each jurisdiction in which its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such registration, qualification or Authorization necessary, except where the failure to be so registered or in good standing would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect or prevent or materially delay the consummation of the Arrangement by the Purchaser.
Corporate Authorization. The Purchaser has the requisite corporate power and authority to enter into this Agreement, to perform its obligations under this Agreement and to complete the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate Proceedings on the part of the Purchaser are necessary to authorize the execution and delivery by it of this Agreement, the completion of the Arrangement and the consummation of the transactions contemplated hereby.
Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser, and constitutes a legal, valid and binding agreement of the Purchaser enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
Governmental Authorization. The execution, delivery and performance by the Purchaser of its obligations under this Agreement, the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Purchaser other than: (a) the Interim Order and any filings required in order to obtain, and any approvals required by, the Interim Order; (b) the Final Order, and any filings required in order to obtain the Final Order; (c) the Arrangement Filings; (d) notification to, filing with, and approval of, the TSX and the NYSE; and (e) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not reasonably be expected to, individually or in the aggregate, result in a Purchaser Material Adverse Effect or prevent or materially impede the ability of the Purchaser to consummate the Arrangement and the transactions contemplated hereby.
Non-Contravention. The execution and delivery of, and performance by the Purchaser of its obligations under this Agreement, the consummation by the Purchaser of the Arrangement and the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) contravene, conflict with, or result in any violation, breach or default of the Constating Documents of the Purchaser; or
(b) assuming compliance with the matters referred to in paragraph 4, contravene, conflict with or result in a violation or breach of any Law applicable to the Purchaser, or any of its respective properties or assets, except as would not reasonably be expected to, individually or in the aggregate, result in a Purchaser Material Adverse Effect or materially impede the ability of the Purchaser to consummate the Arrangement or transactions contemplated hereby.

Litigation. There are no investigations, actions, suits or Proceedings at Law or in equity or by or before any Governmental Entity now pending against or affecting the Purchaser (or its properties or assets) reasonably likely to prevent or materially delay consummation of the Arrangement or the other transactions contemplated by this Agreement. There is no bankruptcy, liquidation, winding-up or other similar Proceeding pending or in progress, or, to the knowledge of the Purchaser, threatened, against or relating to the Purchaser before any Governmental Entity.
Capitalization.

(a) The authorized capital of the Purchaser consists of an unlimited number of Purchaser Common Shares without par value. As of the close of business on the Business Day prior to the date of this Agreement, there are 500,658,547 Purchaser Common Shares issued and outstanding.
(b) As of March 31, 2026, there were 1,405,488 Purchaser Options issued and outstanding. The issuance of the Purchaser Options under the applicable Purchaser incentive plan were in material compliance with the terms thereof.
(c) All outstanding Purchaser Common Shares have been duly authorized and validly issued and are fully paid and non-assessable.
(d) Except: (i) outstanding rights under the Purchaser's incentive plans; and (ii) as disclosed in the Purchaser Public Documents, there are no issued, outstanding or authorized securities, options, warrants, or any other agreements, arrangements, instruments or commitments of any kind (including any shareholder rights plan or poison pill) that obligate the Purchaser or any of its Subsidiaries to, directly or indirectly, issue, sell, deliver or transfer any equity securities of the Purchaser or any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any equity securities of the Purchaser or any of its Subsidiaries.

Subsidiaries. Except as disclosed in the Purchaser Public Documents, the Purchaser is, directly or indirectly, the registered and beneficial owner of all of the outstanding shares or other equity interests of each of its material Subsidiaries, free and clear of any Liens, all such shares or other equity interests so owned by the Purchaser have been validly issued and no such shares or other equity interests have been issued in violation of any pre-emptive or similar rights, in each case, except as would not, individually or in the aggregate, result in a Purchaser Material Adverse Effect.
Consideration Shares and CVRs. All Consideration Shares will, when issued pursuant to the Plan of Arrangement, be duly authorized, validly issued, fully paid and non-

assessable and all CVRs will, when issued pursuant to the Plan of Arrangement, be duly and validly created.

Ownership of Common Shares. As of the date hereof, the Purchaser owns, directly or indirectly, 32,771,611 Common Shares.
Absence of Certain Arrangements. Except as disclosed to the Special Committee in reasonable detail in writing and the Voting Support Agreements listed in Schedule 3.2(11) of the Disclosure Letter, as of the date hereof, there are no Contracts or any commitments to enter into any Contract between the Purchaser or any of its Affiliates, on the one hand, and any director, officer, employee or shareholder of the Company, on the other hand, relating to the Arrangement or the transactions contemplated by this Agreement.
Transfer Agent. Computershare Trust Company of Canada is the duly appointed registrar and transfer agent of the Purchaser with respect to the Purchaser Common Shares.
Canadian Securities Law Matters and Stock Exchange Compliance.

(a) The Purchaser is a “reporting issuer” under Canadian Securities Laws in each of the provinces and territories of Canada. The Purchaser Common Shares are listed and posted for trading on the TSX and the NYSE. The Purchaser is in compliance in all material respects with applicable Canadian Securities Laws and the applicable listing and corporate governance rules and regulations of the TSX and the NYSE, except as would not reasonably be expected to, individually or in the aggregate, result in a Purchaser Material Adverse Effect or materially impede the ability of the Purchaser to consummate the Arrangement or transactions contemplated hereby.

(b) As of the date hereof, the Purchaser has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer nor has the Purchaser received notification from any Canadian Securities Authority seeking to revoke the reporting issuer status of the Purchaser. No delisting, suspension of trading or cease trade or other Order or restriction with respect to any securities of the Purchaser is in effect.

U.S. Securities Law Matters.

(a) The Purchaser Common Shares are registered under section 12(b) of the U.S. Exchange Act and the Purchaser is in material compliance with its reporting obligation as a “foreign private issuer”, as defined in Rule 3b-4 under the U.S. Exchange Act.

(b) The Purchaser is not an investment company registered or required to be registered under the United States Investment Company Act of 1940, as amended.

(c) The Purchaser is not, and on the Effective Date will not be, a “shell company” (as defined in Rule 405 under the U.S. Securities Act).

D-3

Reports.

(a) The documents comprising the Purchaser Public Documents: (i) complied as filed in all material respects with the requirements of applicable Canadian Securities Laws; and (ii) did not as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation, except as would not reasonably be expected to, individually or in the aggregate, result in a Purchaser Material Adverse Effect or materially impede the ability of the Purchaser to consummate the Arrangement or transactions contemplated hereby.

(b) Any amendments to the Purchaser Public Documents required to be made have been filed on a timely basis with the applicable Governmental Entity, except as would not reasonably be expected to, individually or in the aggregate, result in a Purchaser Material Adverse Effect or materially impede the ability of the Purchaser to consummate the Arrangement or transactions contemplated hereby.

(c) The Purchaser has not filed any confidential material change report with any Governmental Entity which at the date hereof remains confidential or any other confidential filings filed under applicable Securities Laws.

Financial Statements.

(a) The audited annual consolidated financial statements of the Purchaser as at and for the years ended December 31, 2025 and 2024 (including any of the notes or schedules thereto, the auditor's report thereon and related management's discussion and analysis) (collectively, the "Purchaser Financial Statements"), in each case, filed as part of the Purchaser Public Documents: (i) were prepared in accordance with IFRS; and (ii) present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), the consolidated financial position, income, comprehensive income, changes in shareholders' equity and cash flows of the Purchaser and its Subsidiaries for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements).

(b) The Purchaser does not intend to correct or restate, nor, to the knowledge of the Purchaser, is there any basis for any correction or restatement of, any aspect of any of the Purchaser Financial Statements, and the Purchaser Financial Statements reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of the Purchaser and its Subsidiaries.

No Undisclosed Liabilities. There are no material liabilities or obligations of the Purchaser or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent or absolute, determined, determinable or otherwise, other than liabilities or obligations: (a) accrued or disclosed in the Purchaser Public Documents; (b) incurred in the Ordinary Course since December 31, 2025; or (c) incurred in connection with this Agreement.
Auditors. The auditors of the Purchaser are independent public accountants as required by applicable Laws and there is not now, and there has never been, any reportable event (as defined in NI 51-102) with the present or any former auditors of the Purchaser.

D-4

Absence of Certain Changes. Since December 31, 2025, except as disclosed in the Purchaser Public Documents, no Purchaser Material Adverse Effect has occurred.
Compliance with Laws. Each of the Purchaser and its Subsidiaries: (a) is in compliance with, and has in the past three years, complied with, all Laws in all material respects applicable to each of them, the conduct of their respective businesses and to the ownership or use of any of the Purchaser's material assets; and (b) is not under any investigation with respect to, nor has the Purchaser or any of its Subsidiaries been convicted, charged or threatened to be charged with, nor has the Purchaser or any of its Subsidiaries received notice of, any material violation or potential material violation of any Law from any Governmental Entity, in each case, except as would not reasonably be expected to, individually or in the aggregate, result in a Purchaser Material Adverse Effect or materially impede the ability of the Purchaser to consummate the Arrangement or transactions contemplated hereby.
Environmental Matters. The Purchaser is not subject to any, nor is there any pending or, to the knowledge of the Purchaser, threatened claim, action, notice, demand, allegation, investigation, Proceeding, application, Order, judgment, requirement or directive relating to Regulated Substances or any actual, potential or alleged violation of or failure of the Purchaser or any of its Subsidiaries to comply with any Environmental Law, except as would not reasonably be expected to, individually or in the aggregate, result in a Purchaser Material Adverse Effect or materially impede the ability of the Purchaser to consummate the Arrangement or transactions contemplated hereby.
Sanctions, Anti-Corruption and Money Laundering Compliance. Neither the Purchaser nor its affiliates have, in the past five years, violated Anti-Corruption Laws, Sanctions or Money Laundering Laws, except as would not reasonably be expected to, individually or in the aggregate, result in a Purchaser Material Adverse Effect or materially impede the ability of the Purchaser to consummate the Arrangement or transactions contemplated hereby. To the knowledge of the Purchaser, none of the Purchaser or any of its affiliates has received any written notice from a Governmental Entity alleging that any of them has violated any Anti-Corruption Laws, Sanctions or Money Laundering Laws, except as would not reasonably be expected to, individually or in the aggregate, result in a Purchaser Material Adverse Effect or materially impede the ability of the Purchaser to consummate the Arrangement or transactions contemplated hereby.
Residency and Ownership Restrictions.

(a) The Purchaser is not a non-Canadian within the meaning of the Investment Canada Act.

(b) For the purposes of the Tax Act, any applicable Tax treaty and any other relevant Tax purposes, the Purchaser is resident in, and is not a non-resident of, Canada, and is a "taxable Canadian corporation".

Taxes. The Purchaser is not aware of any agreement, plan or other circumstance that would prevent the Arrangement from qualifying as a reorganization under Section 368(a) of the U.S. Tax Code.

D-5

E-1

SCHEDULE E

FORM OF RIGHTS AGREEMENT

(see attached)

CONTINGENT VALUE RIGHTS AGREEMENT

AGNICO EAGLE MINES LIMITED

AND

COMPUTERSHARE TRUST COMPANY OF CANADA

Dated ■, 2026

ARTICLE 1 INTERPRETATION ...1

1.1 Definitions ...1
1.2 Meaning of “Outstanding” for Certain Purposes ...6
1.3 Certain Rules of Interpretation ...7
1.4 Interpretation Not Affected by Headings, etc. ...7
1.5 Applicable Law ...7
1.6 Day Not a Business Day ...7
1.7 Conflict ...8
1.8 Currency ...8
1.9 Schedules ...8

ARTICLE 2 ISSUE OF RIGHTS ...8

2.1 Creation and Issue of Rights ...8
2.2 Terms of Rights ...8
2.3 Rights Certificates ...9
2.4 CDS Rights ...9
2.5 Signing of Rights Certificates ...11
2.6 Certification by the Rights Agent ...11
2.7 Nature of the Rights ...12
2.8 Issue in Substitution for Lost Rights Certificate ...12
2.9 Register for Rights ...13
2.10 Transfer of Rights ...13
2.11 Transferee Entitled to Registration ...14
2.12 Registers Open for Inspection ...14
2.13 Ownership of Rights ...14
2.14 Exchange of Rights Certificates ...15
2.15 Ability to Abandon Rights ...15
2.16 Principal Office ...15

ARTICLE 3 ISSUANCE OF THE CVR PAYMENT AMOUNT ...15

3.1 Achievement Certificate ...15
3.2 Payment Procedure ...16
3.3 Payment Mechanism ...16
3.4 Cancellation of Rights ...16
3.5 Rights Void ...17
3.6 Accounting, Recording and Segregation ...17
3.7 Paying Agent and Registrar ...17

ARTICLE 4 COVENANTS OF AGNICO ...17

4.1 Acquired Project ...17
4.2 Public Announcement ...17
4.3 Sell or Dispose of Rights in Acquired Project ...18
4.4 Recordkeeping ...18
4.5 To Pay Rights Agent Remuneration and Expenses ...18
4.6 Rights Agent May Perform Covenants ...19

4.7 Creation and Issue of the Rights...19
4.8 Listing on the TSX...19
4.9 Purchases by Agnico and Affiliates...19

ARTICLE 5 ROLE OF RIGHTS AGENT...19

5.1 Role as Rights Agent...19

ARTICLE 6 DISPUTE MECHANISM...20

6.1 Disputed Matters...20
6.2 Arbitration...20

ARTICLE 7 MEETINGS OF HOLDERS OF RIGHTS...21

7.1 Right to Convene Meeting...21
7.2 Notice of Meetings...21
7.3 Chairperson...22
7.4 Quorum...22
7.5 Power to Adjourn...22
7.6 Voting at Meetings...22
7.7 Voting...22
7.8 Regulations...23
7.9 Agnico and Rights Agent May Be Represented...23
7.10 Powers Exercisable by Extraordinary Resolution...23
7.11 Meaning of "Extraordinary Resolution"...24
7.12 Powers Cumulative...25
7.13 Minutes...25
7.14 Instruments in Writing...25
7.15 Binding Effect of Resolutions...25

ARTICLE 8 NOTICES...25

8.1 Notice to Agnico and the Rights Agent...25
8.2 Notice to the Holders...26

ARTICLE 9 CONCERNING THE RIGHTS AGENT...27

9.1 No Conflict of Interest...27
9.2 Replacement of Rights Agent...27
9.3 Evidence, Experts and Advisers...28
9.4 Rights Agent May Deal in Securities...28
9.5 Rights Agent Not Ordinarily Bound...28
9.6 Rights Agent Not Required to Give Security...28
9.7 Rights Agent Not Required to Give Notice of Default...29
9.8 Acceptance of Appointment...29
9.9 Duties of Rights Agent...29
9.10 Actions by Rights Agent...29
9.11 Protection of Rights Agent...30
9.12 Indemnification of the Rights Agent...30
9.13 Third Party Interests...31

9.14 Not Bound to Act/Anti-Money Laundering...31
9.15 Privacy Laws...31
9.16 Force Majeure...32

ARTICLE 10 AMENDMENTS...32

10.1 Amendments Without Consent of the Holders...32
10.2 Amendments with Consent of Holders...32
10.3 Effect of Amendment...33
10.4 Notice of Amendment...33

ARTICLE 11 EVENTS OF DEFAULT...33

11.1 Events of Default Under this Agreement...33
11.2 Notice of Events of Default...34
11.3 Waiver of Default...34

ARTICLE 12 GENERAL PROVISIONS...35

12.1 Execution...35
12.2 Formal Date...35
12.3 Termination, Satisfaction and Discharge of Agreement...35
12.4 Provisions of Agreement and Rights for the Sole Benefit of Parties and Holders...35
12.5 Withholding...35

iii -

CONTINGENT VALUE RIGHTS AGREEMENT

THIS CONTINGENT VALUE RIGHTS AGREEMENT dated ■, 2026,

BETWEEN:

AGNICO EAGLE MINES LIMITED,
a company existing pursuant to the laws of the
Province of Ontario ("Agnico")

and -

COMPUTERSHARE TRUST COMPANY OF
CANADA,
a trust company existing under the federal laws of
Canada (the "Rights Agent")

RECITALS:

A. Agnico and Rupert Resources (as defined below) have entered into the Arrangement Agreement (as defined below).
B. Pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement, Agnico proposes to issue up to ■ Rights.
C. Each Right will entitle the Holder to receive, without payment of any further consideration and without further action on the part of the Holder thereof, up to the CVR Payment Amount, subject to the terms and conditions set forth in this Agreement.
D. The Rights Agent has agreed to act as the rights agent in respect of the Rights on behalf of the Holders on the terms and conditions set forth in this Agreement.
E. The foregoing recitals are made as representations by Agnico and not by the Rights Agent.

NOW THEREFORE THIS AGREEMENT WITNESSES, that in consideration of the covenants and agreements in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are by this Agreement acknowledged), it is by this Agreement agreed and declared as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals and schedules hereto:

"Achievement Certificate" has the meaning ascribed thereto in Section 3.1;

"Acquired Project" means the mining rights 100% owned by Rupert Resources as of the date hereof, as set out in Schedule "C";

"Acquired Project Transfer" has the meaning ascribed thereto in Section 4.1;

"Affiliate" has the meaning ascribed thereto in the Securities Act (Ontario);

"Agreement" or "this Agreement" refer to this contingent value rights agreement as originally executed or as it may from time to time be supplemented or amended by one or more supplemental agreements or amendments hereto entered into pursuant to the applicable provisions thereof;

"Applicable Procedures" means (a) with respect to any transfer or exchange of beneficial ownership interests in, or the settlement of Rights represented by, a CDS Right, the applicable rules, procedures or practices of the Depository and the Rights Agent in effect at the time being, and (b) with respect to any issuance, deposit or withdrawal of Rights from or to an electronic position evidencing a beneficial ownership interest in Rights represented by a CDS Right, the rules, procedures or practices followed by the Depository and the Rights Agent at the time being with respect to the issuance, deposit or withdrawal of such positions;

"Arrangement" means the arrangement of Rupert Resources pursuant to Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in either the Interim Order or the Final Order with the prior written consent of Agnico and Rupert Resources, each acting reasonably;

"Arrangement Agreement" means the arrangement agreement between Rupert Resources and Agnico dated April 17, 2026 in respect of the Arrangement, the schedules thereto, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

"Authenticated" means: (a) with respect to the issuance of a Rights Certificate, one which has been duly signed by Agnico and authenticated by manual signature of an authorized officer of the Rights Agent; and (b) with respect to the issuance of an Uncertificated Right, one in respect of which the Rights Agent has completed all Internal Procedures such that the particulars of such Uncertificated Right as required by Section 2.6(b) are entered in the register of holders of Rights, and "Authenticate", "Authenticating" and "Authentication" have the appropriate correlative meanings;

"BCBCA" means the Business Corporations Act (British Columbia);

"Book Entry Participants" means institutions that participate directly or indirectly in the Depository's book entry registration system for the Rights;

"Business Day" means any day, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario;

"CDS Rights" means Rights representing all or a portion of the aggregate number of Rights issued in the name of the Depository represented by an Uncertificated Right, or, if requested by the Depository or Agnico, by a Rights Certificate;

"Certificated Right" means a Right evidenced by a Rights Certificate;

"Chairperson" has the meaning ascribed thereto in Section 7.3;

"Change of Control" means the occurrence of any one of the following: (i) the direct or indirect sale, transfer, conveyance, lease or other disposition (other than by way of consolidation, amalgamation or merger), in one transaction or a series of related transactions, of all or substantially all of the property and assets of Agnico and its subsidiaries, taken as a whole, to any Person or group of Persons acting jointly or in concert for the purposes of such transaction (other than to Agnico and its subsidiaries); (ii) the consummation of any transaction including, without limitation, any consolidation, amalgamation, business combination, merger or issue of voting shares or other similar transaction, the result of which is that any Person or group of Persons acting jointly or in concert for purposes of such transaction (other than Agnico and its subsidiaries) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of Agnico, measured by voting power rather than number of shares; or (iii) a change in 50% or more of the directors of Agnico, resulting from the election or removal of directors of Agnico at an annual meeting or special meeting of holders of Agnico's common shares, or from a series of resignations and appointments of directors of Agnico at a directors' meeting, or from a combination thereof;

"Commercial Production" means, and is deemed to have been achieved, when Agnico determines, acting in good faith, that a mine construction project has entered the production stage pursuant to Agnico's accounting policies as disclosed in Agnico's Annual Audited Consolidated Financial Statements from time to time;

"Counsel" means a barrister or solicitor or firm of barristers or solicitors retained by the Rights Agent or retained or employed by Agnico and acceptable to the Rights Agent, acting reasonably;

"Court" means the Supreme Court of British Columbia, or other court as applicable;

"CVR Payment Amount" means for each Right, up to $3.00 in cash if the Payment Conditions are met prior to the Expiry Date;

"Depository" means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by Agnico to act as depository in respect of the Rights;

"Director" means a director of Agnico;

"Dispute Notice" has the meaning ascribed thereto in Section 6.1;

"Dispute Period" has the meaning ascribed thereto in Section 6.1;

"EDGAR" means the Electronic Data Gathering, Analysis, and Retrieval system operated by the U.S. Securities and Exchange Commission;

"Effective Date" means the date upon which the Arrangement becomes effective, as defined in the Plan of Arrangement;

"Effective Time" means the time on the Effective Date that the Arrangement becomes effective, as defined in the Plan of Arrangement;

"Event of Default" has the meaning ascribed thereto in Section 11.1(a);

"Expiry Date" means the date that is ten years following the Effective Date;

"Extraordinary Resolution" has the meaning ascribed thereto in Section 7.11;

"Fee Schedule" means the Rights Agent Fee Schedule between the Rights Agent and Agnico dated as of the date hereof;

"Final Order" means the final order of the Court made pursuant to section 291 of the BCBCA, in form and substance acceptable to Agnico and Rupert Resources, each acting reasonably, approving the Arrangement, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both Agnico and Rupert Resources, each acting reasonably), at any time prior to the Effective Date;

"First Payment Condition" means Agnico has publicly announced (including in an MRMR Statement) that the number of ounces of gold in Mineral Reserves on the Acquired Project is not less than 5,000,000 ounces of gold;

"Full Payment Date" has the meaning ascribed thereto in Section 3.4;

"Holder" means a registered holder of Rights;

"Holders' Request" means an instrument signed in one or more counterparts by Holders holding not less than 25% of the issued and outstanding Rights, requesting the Rights Agent to take a certain action or proceeding specified in this Agreement;

"Interim Order" means the interim order of the Court contemplated by Section 2.2 of the Arrangement Agreement and made pursuant to Section 291 of the BCBCA, in form and substance acceptable to Agnico and Rupert Resources, each acting reasonably, providing for, among other things, the calling and holding of a special meeting of shareholders of Rupert Resources, as such order may be amended, modified, supplemented or varied by the Court, with the consent of Agnico and Rupert Resources, each acting reasonably;

"Internal Procedures" means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including, without limitation, original issuances) the minimum number of the Rights Agent's internal procedures customary at such time for the entry, change or deletion made to be completed under the operating procedures followed at the time by the Rights Agent;

"Mineral Reserve" means the term "mineral reserve" as defined in the CIM Definitions Standards for Mineral Resources and Mineral Reserves of the Canadian Institute of Mining, Metallurgy and Petroleum;

"MRMR Statement" means the annual statement of mineral resources and mineral reserves issued by Agnico;

"Non-Achievement Certificate" has the meaning ascribed thereto in Section 3.1(b);

"Payment Conditions" means, collectively, the First Payment Condition, the Second Payment Condition and the Third Payment Condition and "Payment Condition" means any one of them;

"Payment Date" means the earlier of (a) a date established by Agnico that is as soon as possible and in any event not later than five Business Days after the date of delivery of the Achievement Certificate in respect of the applicable Payment Condition, and (b) a date established by Agnico, at any time, in respect of a specific Payment Condition, by Agnico's delivery of notice to the Rights Agent;

"Payment Fund" has the meaning ascribed thereto in Section 3.3(a);

"Person" includes an individual, sole proprietorship, partnership, association, body corporate, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, government or governmental authority, or any other entity, whether or not having legal status;

"Plan of Arrangement" means the plan of arrangement, in the form attached as Schedule A to the Arrangement Agreement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement, or made at the direction of the Court in the Final Order (with the prior written consent of Agnico and Rupert Resources, each acting reasonably);

"publicly announced" means (i) publicly announced via press release; (ii) included in a document filed on SEDAR+ or EDGAR or (iii) posted on Agnico's website;

"Qualified Mining Company" means a company that, together with its Affiliates, in the good faith determination of Agnico, has sufficient capabilities, expertise and financial resources to perform the obligations of Agnico under this Agreement;

"Regulatory Authorities" means securities regulatory authorities in Canada, the United States or a jurisdiction outside Canada and the United States where a Holder is resident;

"Required Holders" means any Holder, or group of Holders, representing at least 25% of the issued and outstanding Rights;

"Required Holders Approval" means the approval of Required Holders in writing or at a duly called meeting of Holders;

"Rights" mean the contingent value rights issued and certified under this Agreement and for the time being outstanding, entitling Holders thereof to receive the CVR Payment Amount, in accordance with the terms hereof, and "Right" means any one of them;

"Rights Agency" means the transfer office of the Rights Agent in Toronto, Ontario and such other locations as Agnico may designate, with the approval of the Rights Agent;

"Rights Agent" means Computershare Trust Company of Canada or its successor or successors for the time being as rights agent under this Agreement, at its offices in Toronto, Ontario;

"Rights Certificate" means a certificate in substantially the form set out in Schedule "A" to this Agreement, issued and certified under this Agreement to evidence one or more Rights;

"Rupert Resources" means Rupert Resources Ltd., a corporation existing pursuant to the laws of the Province of British Columbia;

"Second Payment Condition" means both of the following have been satisfied after the Effective Date: (i) Agnico has publicly announced that the Acquired Project has reached Commercial Production; and (ii) Agnico has publicly announced (including in an MRMR Statement) that the number of ounces of gold in Mineral Reserves on the Acquired Project, together with the aggregate number of ounces of gold produced from the Acquired Project as of the date of such public announcement, is not less than 7,500,000 ounces of gold;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval+ maintained on behalf of the Canadian Regulatory Authorities;

"Third Payment Condition" means both of the following have been satisfied after the Effective Date: (i) Agnico has publicly announced that the Acquired Project has reached Commercial Production; and (ii) Agnico has publicly announced (including in an MRMR Statement) that the number of ounces of gold in Mineral Reserves on the Acquired Project, together with the aggregate number of ounces of gold produced from the Acquired Project as of the date of such public announcement, is not less than 10,000,000 ounces of gold;

"TSX" means the Toronto Stock Exchange or any successor thereto;

"U.S. Securities Act" means the United States Securities Act of 1933 as the same has been and hereinafter from time to time may be amended and the rules and regulations promulgated thereunder;

"Uncertificated Right" means any Right which is not evidenced by a Rights Certificate;

"United States" or "U.S." means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and

"written request of Agnico" and "certificate of Agnico" mean, respectively, a written order, request, consent and certificate signed (either manually or by electronic signature) in the name of Agnico by any one or more of the officers or Directors of Agnico and may consist of one or more instruments so executed and any other documents referred to in this Agreement which is required or contemplated to be provided or given by Agnico is a document signed on behalf of Agnico by any one or more of such officers or Directors;

and a derivative of any defined word or phrase has the meaning appropriate to the derivation of the word or phrase.

1.2 Meaning of “Outstanding” for Certain Purposes

Except as provided in Section 3.5, every Rights Certificate countersigned and delivered by the Rights Agent under this Agreement and every Uncertificated Right shall be deemed to be outstanding until the earlier of the Full Payment Date and the Expiry Date; provided however that where a Rights Certificate or Uncertificated Right has been issued in substitution for

a Rights Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Rights outstanding; provided further that in determining whether the Holders of the requisite Rights have given any request, demand, direction, consent or waiver hereunder, Rights owned by Agnico or any Affiliate of Agnico, whether held as treasury securities or otherwise, shall be disregarded and deemed not to be outstanding.

1.3 Certain Rules of Interpretation

Unless otherwise specified in this Agreement:

(a) words importing the singular number include the plural and vice versa;

(b) words importing gender include both genders and vice versa and words importing individuals include firms and corporations and vice versa;

(c) "in writing" or "written" includes printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception, including email, PDF, DocuSign or otherwise;

(d) "including" is used for illustration only and not to limit the generality of any preceding words, whether or not non-limiting language (such as, "without limitation", "but not limited to" and similar expressions) is used with reference thereto; and

(e) reference to any statute, regulation or by-law includes amendments, consolidations, re-enactments and replacements thereof and instruments and legislation thereunder.

1.4 Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, Sections and other subdivisions, the inclusion of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

1.5 Applicable Law

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

1.6 Day Not a Business Day

Whenever any payment is due or required to be made or any other action is required to be taken under this Agreement or the Rights Certificates on or as of a day that is not a Business Day, that payment must be made and the other action must be taken on or as of the next day that is a Business Day.

1.7 Conflict

In the event of a conflict or inconsistency between a provision of this Agreement and in the Rights Certificates issued under this Agreement, the relevant provision in this Agreement shall prevail to the extent of the inconsistency.

1.8 Currency

Except as otherwise stated, all dollar amounts in this Agreement are expressed in Canadian dollars.

1.9 Schedules

Schedules “A”, “B” and “C” to this Agreement are an integral part of this Agreement.

ARTICLE 2

ISSUE OF RIGHTS

2.1 Creation and Issue of Rights

(a) Agnico by this Agreement creates and authorizes the issue of Rights, with the aggregate number of Rights to be issued not to exceed ■ Rights, as partial consideration in respect of the acquisition of shares of Rupert Resources by Agnico in accordance with the Plan of Arrangement.

(b) The Rights Agent is by this Agreement appointed rights agent in respect of the Rights.

(c) Pursuant to the Plan of Arrangement, to the extent that a registered holder of common shares of Rupert Resources who has validly exercised dissent rights in connection with the Arrangement is ultimately deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of common shares of Rupert Resources, Agnico shall cause the Rights Agent to deliver the Rights to such holder, as set out in the Plan of Arrangement and upon the written request of Agnico.

2.2 Terms of Rights

(a) If the First Payment Condition is satisfied prior to the Expiry Date, each Right shall entitle the Holder thereof, without any further act or formality or payment of any additional consideration, to one-third of the CVR Payment Amount, being $1.00, less any applicable withholding taxes in accordance with Section 12.5.

(b) If the Second Payment Condition is satisfied prior to the Expiry Date, each Right shall entitle the Holder thereof, without any further act or formality or payment of any additional consideration, to one-third of the CVR Payment Amount, being $1.00, less any applicable withholding taxes in accordance with Section 12.5.

(c) If the Third Payment Condition is satisfied prior to the Expiry Date, each Right shall entitle the Holder thereof, without any further act or formality or payment of any additional consideration, to the balance of the CVR Payment Amount, being $1.00, less any applicable withholding taxes in accordance with Section 12.5.

(d) For greater certainty, the aggregate CVR Payment Amount shall not exceed $3.00 and the maximum amount payable in respect of each Right upon satisfaction of all Payment Conditions shall be $3.00.

(e) Agnico shall remit the CVR Payment Amount accruing to the Holder of a Right on or before the applicable Payment Date, in accordance with Section 3.3.

(f) All Rights are direct unsecured contingent obligations of Agnico.

(g) The Rights shall terminate in accordance with the provisions of Section 3.5.

2.3 Rights Certificates

(a) All Rights Certificates shall be dated as of the date of their issuance, and shall bear such distinguishing letters and numbers as Agnico may, with the approval of the Rights Agent, prescribe, and shall be issuable in any denomination, excluding fractions.

(b) The Rights may be issued in both certificated and uncertificated form. Upon the issue of Rights, Rights Certificates, if applicable, shall be executed by an authorized signatory of Agnico and, in accordance with a written request of Agnico, certified by or on behalf of the Rights Agent and delivered by Agnico in accordance with Section 2.4 and Section 2.6. The Rights Certificates, if applicable, shall be substantially in the form attached as Schedule "A", subject to the provisions of this Agreement, with such variations and changes as may from time to time be agreed upon by the Rights Agent and Agnico and shall have such distinguishing letters and numbers as Agnico may, with the approval of the Rights Agent, prescribe and shall be issuable in any denomination excluding fractions.

2.4 CDS Rights

(a) Re-registration of beneficial interests in Rights held by the Depository shall be made only through the book entry registration system and no Rights Certificates shall be issued in respect of such Rights except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by a Depository, as determined by Agnico, from time to time. Except as provided in this Section 2.4, owners of beneficial interests in any CDS Rights shall not be entitled to have Rights registered in their names and shall not receive or be entitled to receive Rights in definitive form or to have their names appear in the register referred to in Section 2.9 while they are held as book entry securities with the Depository.

(b) Notwithstanding any other provision in this Agreement, no CDS Rights may be exchanged in whole or in part for Rights registered in the name of any person other than the Depository for such CDS Rights or a nominee thereof unless:

(i) the Depository notifies Agnico that it is unwilling or unable to continue to act as depository in connection with the CDS Rights and Agnico is unable to locate a qualified successor;

(ii) Agnico determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Rights and Agnico is unable to locate a qualified successor;

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(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and Agnico is unable to locate a qualified successor;

(iv) Agnico determines that the Rights shall no longer be held as CDS Rights through the Depository;

(v) such exchange is required by applicable law, as determined by Agnico and Agnico's Counsel; or

(vi) Agnico so instructs the Rights Agent in writing,

following which Rights for those holders requesting such shall be issued to the beneficial owners of such Rights or their nominees as directed by the holder. Agnico shall provide a certificate of Agnico giving notice to the Rights Agent of the occurrence of any event outlined in this Section 2.4(b), other than in the case of Section 2.4(b)(vi).

(c) Notwithstanding anything to the contrary in this Agreement, subject to applicable law, the CDS Right will be issued as an Uncertificated Right, unless otherwise requested in writing by the Depository or Agnico.

(d) The rights of beneficial owners of Rights who hold securities entitlements in respect of the Rights through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Rights who hold securities entitlements in respect of the Rights through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and Applicable Procedures of the Depository and the Rights Agent.

(e) Notwithstanding anything herein to the contrary, neither Agnico nor the Rights Agent nor any agent thereof shall have any responsibility or liability for:

(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Rights or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Rights represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(ii) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

(f) Agnico may terminate the application of this Section 2.4 in its sole discretion in which case all Rights shall be evidenced by Rights Certificates registered in the name of a person other than the Depository.

(g) For so long as Rights are held through the Depository, if any notice or other communication is required to be given to Holders, the Rights Agent will give such notices and other communications to all registered Holders, including the Depository.

2.5 Signing of Rights Certificates

The Rights Certificates shall be signed by any Director or officer of Agnico. The signature of such signing officer may be mechanically reproduced in facsimile or electronically and Rights Certificates bearing such facsimile or electronic signature shall be binding upon Agnico as if they had been manually signed by such signing officer. Notwithstanding that any individual whose manual, facsimile or electronic signature appears on any Rights Certificate as a signing officer may no longer hold office at the date of issue of such Rights Certificate or at the date of certification or delivery thereof, any Rights Certificate signed as aforesaid shall, subject to Section 2.6, be valid and binding upon Agnico and the Holder thereof shall be entitled to the benefits of this Agreement.

2.6 Certification by the Rights Agent

(a) Rights Certificates evidencing the Rights shall be certified by or on behalf of the Rights Agent on written direction of Agnico.

(b) The Rights Agent shall Authenticate Uncertificated Rights (whether upon original issuance, exchange, partial payment or otherwise) by completing its Internal Procedures and Agnico shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Right under this Agreement. Such Authentication shall be conclusive evidence that such Uncertificated Rights have been duly issued under this Agreement and that the holder or holders are entitled to the benefits of this Agreement. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Rights with respect to which this Agreement requires the Rights Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Uncertificated Rights recorded therein shall be binding on Agnico.

(c) Any Rights Certificate validly issued in accordance with the terms of this Agreement in effect at the time of issue of such Rights Certificate shall, subject to the terms of this Agreement and applicable law, validly entitle the holder to the CVR Payment Amount, notwithstanding that the form of such Rights Certificate may not be in the form then required by this Agreement.

(d) No Right shall (a) be considered issued, valid or obligatory nor (b) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by the Rights Agent. Authentication by the Rights Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Rights Agent as to the validity of this Agreement or of such Certificated Right or Uncertificated Rights (except the due Authentication thereof) or as to the performance by Agnico of its obligations under this Agreement and the Rights Agent shall in no respect be liable or answerable for the use made of the Rights or any of them or of the consideration thereof. Authentication by the Rights Agent shall be conclusive evidence as against Agnico that the Rights so Authenticated have been duly issued under this Agreement and that the holder thereof is entitled to the benefits of this Agreement.

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(e) No Certificated Right shall (a) be considered issued or obligatory nor (b) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by signature by or on behalf of the Rights Agent. Such Authentication on any such Certificated Right shall be conclusive evidence that such Certificated Right is duly Authenticated and is a valid and binding obligation of Agnico and that the holder is entitled to the benefits of this Agreement.

(f) No Uncertificated Right shall (a) be considered issued or obligatory nor (b) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Right. Such entry on the register of the particulars of an Uncertificated Right shall be conclusive evidence that such Uncertificated Right is duly Authenticated and is a valid and binding obligation of Agnico and that the holder is entitled to the benefits of this Agreement.

2.7 Nature of the Rights

(a) Rights represent a contractual right to the CVR Payment Amount upon satisfaction of the Payment Conditions in accordance with the terms of this Agreement. Nothing in this Agreement or in the holding of a Right itself evidenced by a Rights Certificate, or otherwise, shall be construed as conferring upon a Holder any voting or dividend rights, or as creating any debtor-creditor or other similar relationship, and interest will not accrue for the benefit of the Holder on any amounts payable in respect of the Rights. Rights do not represent any equity or ownership interest in Agnico, or any of its Affiliates, or in any of their assets, including but not limited to any interest in the Acquired Project or any assets or minerals relating to the Acquired Project.

(b) Nothing in this Agreement or the Rights shall be construed as creating a royalty (including any net smelter return royalty, gross overriding royalty or net profits interest), streaming interest, profit à prendre or similar production-based interest. The Rights do not grant, attach to, or run with the land, the Acquired Project or any mining claims, mining leases, staking rights, concessions or other real property interests, nor do they create any encumbrance, lien, charge, caveat or other interest in any real or personal property of Agnico or its Affiliates.

2.8 Issue in Substitution for Lost Rights Certificate

(a) If any of the Rights Certificates become mutilated or lost, destroyed or stolen, Agnico, subject to applicable law and to Subsection 2.8(b), shall issue and thereupon the Rights Agent shall certify and deliver a new Rights Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen upon surrender and in place of and upon cancellation of such mutilated Rights Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Rights Certificate, and the substituted Rights Certificate shall be in a form approved by the Rights Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Rights Certificates issued or to be issued under this Agreement.

(b) The applicant for the issue of a new Rights Certificate pursuant to this Section 2.8 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to Agnico and to the Rights Agent evidence of ownership and of the loss, destruction or theft of the Rights Certificate so lost, destroyed or stolen satisfactory to Agnico and to the Rights Agent, in each case acting reasonably, and such applicant may also be required to furnish an indemnity or surety bond in amount and form satisfactory to Agnico and the Rights Agent, in each case acting reasonably, and shall pay the reasonable costs, charges and expenses of Agnico and the Rights Agent in connection therewith.

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2.9 Register for Rights

Agnico shall cause to be kept by and at the Rights Agency which is the transfer office of the Rights Agent in Toronto, Ontario and in such other place or places as Agnico with the approval of the Rights Agent may designate, a securities register in which, subject to such reasonable regulations as the Rights Agent may prescribe, Agnico shall provide for the registration and transfer of the Rights. Agnico shall also cause to be kept by and at such office the register of transfers, and may also cause to be kept by the Rights Agent or such other registrar or registrars and at such other place or places as Agnico may designate with the approval of the Rights Agent, branch registers of transfers (including, without limitation, branch registers of transfers at each of the other Rights Agencies) in which shall be recorded the particulars of the transfers of Rights registered in that branch register of transfers.

2.10 Transfer of Rights

(a) Subject to Section 2.4, the Rights may only be transferred on the register kept by the Rights Agent in the City of Toronto, Ontario, by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Rights Agent only upon (a) in the case of a Certified Right, surrendering to the Rights Agent the Rights Certificates representing the Rights to be transferred together with a duly executed transfer form as set forth in Schedule "B", (b) in the case of CDS Rights, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with the conditions required by this Agreement, such reasonable requirements as the Rights Agent may prescribe, and all applicable securities legislation and requirements of regulatory authorities, and such transfer shall be duly noted in such register by the Rights Agent.

(b) Upon compliance with the requirements set forth in Section 2.10(a), the Rights Agent shall issue to the transferee a Rights Certificate or Uncertificated Right representing the Rights transferred. Transfers within the systems of the CDS are not the responsibility of the Rights Agent and will not be noted on the register maintained by the Rights Agent.

(i) unless made in accordance with the provisions thereof;

(ii) until, upon compliance with such reasonable requirements as the Rights Agent may prescribe, such transfer is recorded on the register maintained by the Rights Agent pursuant to Subsection 2.9; and

(iii) until all governmental or other charges arising by reason of such transfer have been paid.

(d) The Rights Agent will promptly advise Agnico of any requested transfer of the Rights. Agnico will be entitled, and may direct the Rights Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Rights on the register kept by the Rights Agent, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies or any Regulatory Authority having jurisdiction, it being acknowledged and agreed that the Rights shall be freely trading securities in Canada and freely transferable securities in the United States (other than by persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, "affiliates" of Agnico, as such term is defined in Rule 144 under the U.S. Securities Act).

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(e) The transfer register for the Rights shall be closed as of the close on business on the last Business Day immediately preceding the earlier of the Full Payment Date and the Expiry Date.

2.11 Transferee Entitled to Registration

(a) The transferee of a Right in accordance with Sections 2.9 and 2.10 shall, after the transfer form attached to the Rights Certificate is duly completed and the Rights Certificate and transfer form are lodged with the Rights Agent, and upon compliance with all other conditions in that regard required by this Agreement and by all applicable securities laws and requirements of Regulatory Authorities, be entitled to have its name entered on the register as the owner of such Right free from all equities or rights of set-off or counterclaim between Agnico and its transferor or any previous Holder of such Right, save in respect of equities of which Agnico or the transferee is required to take notice by statute or by order of a court of competent jurisdiction.

(b) No duty shall rest with the Rights Agent to determine compliance of the transferee or transferor of any Rights with applicable securities laws or requirements of Regulatory Authorities. The Rights Agent may assume for the purposes of this Agreement that the address on the register of Holders of any Holder is the actual address of such Holder and is also determinative of the residence of such Holder and that the address of any transferee to whom any Rights or other securities deliverable in connection with any Rights are to be registered, as shown on the transfer document, is the actual address of the transferee and is also determinative of the residency of the transferee.

2.12 Registers Open for Inspection

The registers referred to in this Agreement shall be open at all reasonable times and upon reasonable notice for inspection by Agnico, the Rights Agent or any Holder. The Rights Agent shall, from time to time when requested to do so in writing by Agnico, furnish Agnico, upon payment of the Rights Agent's reasonable charges, with a list of the names and addresses of Holders of Rights entered in the register kept by the Rights Agent and showing the number of Rights held by each such Holder.

2.13 Ownership of Rights

(a) Agnico and the Rights Agent may deem and treat the registered Holder of any Rights Certificate as the absolute owner of the Right represented by this Agreement for all purposes and Agnico and the Rights Agent shall not be affected by any notice or knowledge to the contrary, except where Agnico or the Rights Agent is required to take notice by statute or by order of a court of competent jurisdiction. For greater certainty, subject to applicable law, neither Agnico nor the Rights Agent shall be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Right, and may transfer any Right in accordance with Section 2.10 on the direction of the Person registered as Holder thereof, whether named as rights agent or otherwise, as though that Person were the beneficial owner thereof.

(b) Subject to the provisions of this Agreement and applicable law, each Holder shall be entitled to the rights and privileges attaching to the Rights held by this Agreement.

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2.14 Exchange of Rights Certificates

(a) Rights Certificates, representing Rights entitling the Holders to receive the CVR Payment Amount may, prior to the earlier of the Full Payment Date and the Expiry Date and upon compliance with the reasonable requirements of the Rights Agent, be exchanged for another Rights Certificate or Rights Certificates representing the same rights of the Holder thereof to receive the CVR Payment Amount payable under the Rights Certificate or Rights Certificates so exchanged of equal aggregate amount.

(b) Rights Certificates may be exchanged only at the Rights Agency or at any other place that is designated by Agnico with the approval of the Rights Agent. Any Rights Certificates tendered for exchange shall be surrendered to the Rights Agent and shall be cancelled.

(c) Except as otherwise provided in this Agreement, the Rights Agent shall charge to the Holder requesting an exchange a reasonable sum for each new Rights Certificate issued in exchange for a surrendered Rights Certificate(s); and payment of such charges and reimbursement to the Rights Agent or Agnico for any and all taxes or governmental or other charges required to be paid shall be made by such Holder as a condition precedent to such exchange.

2.15 Ability to Abandon Rights

Notwithstanding any other provision in this Agreement, a Holder may at any time, at such Holder's option, abandon all of such Holder's remaining rights in a Right by transferring such Right to Agnico without consideration therefor, and Agnico shall direct the Rights Agent to cancel any Rights so abandoned, and such Rights shall be deemed extinguished and no longer outstanding. For greater certainty, nothing in this Section 2.15 shall limit the ability of Agnico or any of its Affiliates to acquire Rights pursuant to Section 4.9.

2.16 Principal Office

If the principal transfer office of the Rights Agent in the city where the Rights Agency is situated is for any reason not available to act in connection with the exchange of Rights Certificates as contemplated by this Agreement, Agnico and the Rights Agent shall arrange for another office in such city to act in connection with the exchange of Rights Certificates and shall give notice of the change of such office to the Holders.

ARTICLE 3

ISSUANCE OF THE CVR PAYMENT AMOUNT

3.1 Achievement Certificate

(a) If a Payment Condition is met prior to the Expiry Date, Agnico will, as soon as practicable (and in any event not later than 30 days after the date that such Payment Condition has been satisfied), deliver to the Rights Agent a notice in writing (the "Achievement Certificate") signed on behalf of Agnico by one or more officers (without personal liability) certifying that such Payment Condition has been satisfied. The Rights Agent will promptly (and in any event, within five Business Days after receipt) deliver a copy of such Achievement Certificate to the Holders.

(b) If any Payment Condition is not met prior to the Expiry Date, Agnico will, as soon as practicable (and in any event not later than five Business Days after the Expiry Date), deliver

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to the Rights Agent a notice in writing (the "Non-Achievement Certificate") signed on behalf of Agnico by one or more officers (without personal liability) certifying that such Payment Condition has not been satisfied by the Expiry Date and that Agnico has complied in all material respects with its obligations under this Agreement. The Rights Agent will promptly (and in any event, within five Business Days after receipt) deliver a copy of such Non-Achievement Certificate to the Holders.

3.2 Payment Procedure

If a Payment Condition is met prior to the Expiry Date, each Holder shall receive, at no additional cost or expense, the portion of the CVR Payment Amount set out in Section 2.2 for each Right held on the applicable Payment Date less any applicable withholding taxes in accordance with Section 12.5.

3.3 Payment Mechanism

(a) Upon delivery of an Achievement Certificate, and in any event on or before each applicable Payment Date, the Rights Agent shall solicit tax forms or other information required to make the tax deductions or withholdings as set forth in Section 12.5 and any associated tax reporting forms or other filings in respect thereof and Agnico shall deliver to the Rights Agent cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, equal to the aggregate amount necessary to pay the aggregate portion of the CVR Payment Amount for the relevant Payment Condition (the "Payment Fund") to all Holders pursuant to Section 2.2.

(b) Upon receipt of the Payment Fund, the Rights Agent shall on the applicable Payment Date, pay the applicable CVR Payment Amount, less any applicable withholding taxes in accordance with Section 12.5, to each Holder by cheque mailed to the address of each such respective Holder as reflected on the register kept by the Rights Agent and showing the number of Rights held by each such Holder as of close of business on the last Business Day before the payment of the applicable CVR Payment Amount is made. Notwithstanding the foregoing, all payments in excess of $25 million must be made by wire transfer, rather than by cheque or other traditional paper-based payment items.

(c) After each Payment Date, all Rights shall be deemed after such Payment Date to represent only the right to receive the remaining CVR Payment Amount to which the holder thereof is entitled in lieu of such Rights.

(d) The Holders and Agnico agree to provide the Rights Agent with their respective tax identification numbers and other certification, forms, documents and information that the Rights Agent may reasonably request in order to fulfill any tax reporting or remittance function or obligation.

3.4 Cancellation of Rights

Upon completion of the payment of the CVR Payment Amount in full for each Right held (the "Full Payment Date") or at the Expiry Date, all Rights Certificates shall be deemed to be cancelled.

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3.5 Rights Void

Upon the Full Payment Date or at the Expiry Date, the Rights shall be null, void and of no effect.

3.6 Accounting, Recording and Segregation

Any instruments, from time to time received by the Rights Agent, shall be received as custodian, bailee and agent for, and shall be segregated and kept apart by the Rights Agent on behalf of, Agnico.

3.7 Paying Agent and Registrar

(a) Agnico may appoint one or more paying agents and one or more registrars, in which case each reference in this Agreement to the Rights Agent in respect of the obligations of the Rights Agent to be performed by that agent will be deemed to be references to that agent. In each case, Agnico and the Rights Agent will enter into an appropriate agreement with the agent implementing the provisions of this Agreement relating to the obligations of the Rights Agent to be performed by the agent and the related rights. Agnico initially appoints the Rights Agent as paying agent and registrar, and all functions related thereto shall occur at the principal office of the Rights Agent in Toronto, Ontario. Agnico may change the paying agent or registrar without prior notice to the Holders, provided that neither Agnico nor any of its Affiliates may act as paying agent or registrar.

(b) Agnico will require each paying agent to agree in writing that the paying agent will hold as custodian, bailee and agent for the benefit of the Holders or the Rights Agent all money held by the paying agent for the payment of any amount payable for any Right and will promptly notify the Rights Agent of any default by Agnico in making any such payment. Agnico may, at any time, require a paying agent to pay all money held by it to the Rights Agent and account for any funds disbursed, and the Rights Agent may at any time during the continuance of any payment default, upon written request to a paying agent, require the paying agent to pay all money held by it to the Rights Agent and to account for any funds disbursed. Upon doing so, the paying agent will have no further liability for the money so paid over to the Rights Agent.

ARTICLE 4 COVENANTS OF AGNICO

4.1 Acquired Project

From the Effective Date until the earlier of the Full Payment Date and the Expiry Date, Agnico covenants to use its commercially reasonable efforts, in accordance with prudent mining practices and in a manner consistent with Agnico's overall exploration and development strategies, to continue the exploration and advancement towards development of the Acquired Project.

4.2 Public Announcement

If a Payment Condition is met prior to the Expiry Date, Agnico shall promptly publicly announce the achievement of the Payment Condition.

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4.3 Sell or Dispose of Rights in Acquired Project

From the Effective Date until the earlier of the Full Payment Date and the Expiry Date, Agnico covenants to not, directly or indirectly, complete or enter into any agreement, arrangement or understanding, whether by a sale of assets or by merger, reorganization, joint venture, lease, license, trust or any other transaction or arrangement, for the sale, transfer, assignment, disposition, relinquishment or surrender of its rights, title or interest in or to the Acquired Project or in or to any material assets comprising the Acquired Project to any Person, other than to an Affiliate (in connection with which Agnico shall remain subject to its obligations under this Agreement, including to make payments if and when such a payment is due in accordance with the terms of this Agreement) or pursuant to a Change of Control (provided such Change of Control would result in Agnico (or its corporate successor) continuing to directly or indirectly own the Acquired Project) (an “Acquired Project Transfer”) unless:

(i) the agreement for such Acquired Project Transfer provides that the applicable transferee agrees to be bound by this Agreement to the same extent as Agnico and the transferee is a Qualified Mining Company;

(ii) Agnico (or its corporate successor) agrees in writing to remain subject to the payment obligations under this Agreement, including to make payments if and when such a payment is due in accordance with the terms of this Agreement; or

(iii) Agnico satisfies the full CVR Payment Amount, regardless of the satisfaction of the Payment Conditions, on or prior to the effective date of the Acquired Project Transfer.

4.4 Recordkeeping

From the Effective Date until the earlier of the Full Payment Date and the Expiry Date, Agnico covenants to use commercially reasonable efforts to keep or cause to be kept proper books of account for its operations at the Acquired Project and enter into those books full particulars of all dealings and transactions in relation to the Acquired Project.

4.5 To Pay Rights Agent Remuneration and Expenses

Agnico covenants that it shall pay to the Rights Agent from time to time the remuneration as set out in the Fee Schedule for its services hereunder and shall pay or reimburse the Rights Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Rights Agent in the administration or execution of its duties under this Agreement (including the reasonable compensation and the disbursements of its Counsel and all other advisors and assistants not regularly in its employ) both before any Event of Default under this Agreement and thereafter until all duties of the Rights Agent under this Agreement shall be finally and fully performed and even after the termination of this Agreement. If any remuneration or expenses remain unpaid by Agnico for a period of 30 Business Days after receipt of an invoice in respect thereof, such amounts shall incur interest at the rate then charged by the Rights Agent to its corporate clients. The Rights Agent shall not have any recourse against the securities or any other property held by it pursuant to this Agreement for payment of its fees. This Section 4.5 shall survive the resignation or removal of the Rights Agent and the termination and discharge of this Agreement.

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4.6 Rights Agent May Perform Covenants

If Agnico fails in any material respect to perform any of its covenants contained in this Agreement, the Rights Agent, upon receipt of written notice from Agnico of such failure to perform, shall notify the Holders of such failure on the part of Agnico or may itself perform any of the covenants capable of being performed by it but, subject to Article 8, shall be under no obligation to perform said covenants or to notify the Holders that it is doing so. All sums expended or advanced by the Rights Agent in so doing shall be repayable as provided in Section 4.5, but the Rights Agent shall not be required to expend or risk its own funds. No such performance, expenditure or advance by the Rights Agent shall relieve Agnico of any Event of Default under this Agreement or of its continuing obligations under the covenants in this Agreement.

4.7 Creation and Issue of the Rights

All necessary corporate action on the part of Agnico has been taken to duly authorize the creation and issuance of the Rights and the Rights, when Authenticated as provided in this Agreement, shall be valid and enforceable against Agnico.

4.8 Listing on the TSX

Agnico shall have applied for and have used commercially reasonable efforts to obtain conditional approval for the listing of the Rights for trading on the TSX (the "Conditional Approval") by the Effective Time, provided however that nothing in this Section 4.8 or otherwise in this Agreement shall require Agnico to agree to any conditions or restrictions or assume any obligations in connection with obtaining the Conditional Approval that would, in the sole discretion of Agnico (acting reasonably), be unduly onerous or burdensome.

4.9 Purchases by Agnico and Affiliates

This Agreement will not prohibit Agnico or any of its Affiliates from acquiring the Rights, whether in open market transactions, private transactions or otherwise, provided such acquisitions comply with Canadian and U.S. securities laws or other applicable securities laws. For greater certainty, nothing in this Section 4.9 shall grant to Agnico a unilateral right of redemption with respect to the Rights. Rights Certificates representing the Rights purchased by Agnico pursuant to this Section 4.9 shall be immediately surrendered to the Rights Agent for cancellation and shall be accompanied by a written direction of Agnico to cancel the Rights represented by this Agreement and shall not be reissued. For greater certainty, as a Holder, Agnico shall not be entitled to vote on any matter to be voted upon and shall not be entitled to dispute any matter in this Agreement.

ARTICLE 5 ROLE OF RIGHTS AGENT

5.1 Role as Rights Agent

The Rights Agent accepts its duties and responsibilities under this Agreement solely as a custodian, bailee and agent, and no trust is intended to be, or is or shall be, created by this Agreement and the Rights Agent shall owe no duty under this Agreement as a trustee.

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ARTICLE 6

DISPUTE MECHANISM

6.1 Disputed Matters

(a) If the Required Holders at any time but no later than 60 days after the Expiry Date (the "Dispute Period") wish to dispute the non-satisfaction of one or more Payment Conditions, the Required Holders may deliver to Agnico and the Rights Agent written notice (the "Dispute Notice") of such dispute in reasonable detail. For greater certainty, no group of Holders that does not constitute the Required Holders may deliver a Dispute Notice. In addition, no Dispute Notice may be delivered on or after the Full Payment Date and any Dispute Notice previously delivered pursuant to this Section 6.1(a) shall, upon the occurrence of the Full Payment Date, automatically be deemed withdrawn and of no further force or effect.

(b) If the Required Holders do not deliver a Dispute Notice in accordance with Section 6.1(a) on or prior to the expiry of the Dispute Period with respect to any Payment Condition that Agnico has certified as not having been satisfied pursuant to a Non-Achievement Certificate, all Holders (including, for certainty, the Required Holders) will be deemed to have accepted that each such Payment Condition has not been met. For greater certainty, if a Dispute Notice has not been delivered by the expiry of the Dispute Period, Agnico and its Affiliates will have no further obligation with respect to the Rights held by any Holder or any portion of the CVR Payment Amount attributable to such Payment Condition.

(c) If the Required Holders deliver a Dispute Notice during the Dispute Period, and it is finally determined in accordance with Section 6.2 that a Payment Condition has been met, the CVR Payment Amount payable in connection with the satisfaction of such Payment Condition, in accordance with the provisions of Section 2.2, will be paid on a date established by Agnico that is as soon as possible (and in any event no later than five Business Days) after such determination.

(d) Agnico shall work in good faith together with Required Holders who have provided a Dispute Notice to resolve the dispute set out in the Dispute Notice on a mutually satisfactory basis for not less than 30 days, following which the dispute may be referred to arbitration pursuant to Section 6.2.

6.2 Arbitration

(a) Subject to Section 6.1, all disputes, defaults, controversies or claims arising out of or in connection with this Agreement, the Rights and the Rights Certificates, whether as to interpretation, performance or otherwise (each an "Arbitrable Dispute"), shall be exclusively, fully and finally determined by a Tribunal of three arbitrators, in a process conducted under the Rules of Arbitration of the International Chamber of Commerce. The Required Holders may refer an Arbitrable Dispute to arbitration by delivering written notice to the Rights Agent ("Notice of Arbitrable Dispute"). For greater certainty, no group of Holders that does not constitute the Required Holders may deliver a Notice of Arbitrable Dispute or commence, or cause any party to commence, arbitration proceedings under this Section 6.2. Upon receipt of a Notice of Arbitrable Dispute, the Rights Agent shall, not later than five Business Days after receipt, deliver a copy thereof to Agnico, on behalf of the Required Holders that submitted such Notice of Arbitrable Dispute, and shall, subject to Section 9.10, commence an arbitration proceeding in accordance with the Rules of Arbitration of the International Chamber of Commerce.

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(b) In the event that arbitration under this Section 6.2 is commenced, Agnico shall appoint one arbitrator and the Rights Agent, on the written instruction of the Required Holders, shall appoint one arbitrator. The two party-appointed arbitrators shall, in consultation with the parties that appointed them, appoint the third arbitrator who shall be the President of the Tribunal. The place of hearing and seat of arbitration shall be Toronto, Ontario, Canada and the language of the arbitration shall be English. The Tribunal shall have the jurisdiction to grant equitable relief. The laws of the Province of Ontario and the federal laws of Canada applicable therein shall apply as the substantive law of the Arbitrable Dispute. For greater certainty, if a dispute relates to the non-satisfaction of one or more Payment Conditions, arbitration under Section 6.2 may only be initiated after the process set out in Section 6.1 is completed.

(c) Each Holder hereby irrevocably waives any right to commence proceedings in court in respect of any Arbitrable Dispute. Arbitration initiated pursuant to this Section 6.2 constitutes the sole and exclusive remedy available to any Holder in respect of an Arbitrable Dispute.

(d) All arbitral awards rendered in an arbitration commenced pursuant to this Section 6.2 shall be final and binding upon the parties and all Holders, including the Required Holders.

ARTICLE 7

MEETINGS OF HOLDERS OF RIGHTS

7.1 Right to Convene Meeting

The Rights Agent may at any time and from time to time, and shall on receipt of a written request of Agnico or a Holders' Request, and upon being indemnified and funded to its reasonable satisfaction by Agnico or by the Holders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders. In the event of the Rights Agent failing, within seven days after receipt of any such request and such indemnity and funding, to give notice convening a meeting, Agnico or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in Toronto, Ontario or at such other place as may be approved or determined by the Rights Agent and Agnico, each acting reasonably. Notwithstanding the foregoing, a meeting of the Holders may be held by telephonic or electronic means and a Holder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed to be present at the meeting. A meeting held by telephonic or electronic means shall be deemed to be held at Toronto, Ontario.

7.2 Notice of Meetings

At least 21 days' notice of any meeting of the Holders shall be given to the Holders in the manner provided in Article 8 and a copy thereof must be sent to the Rights Agent unless the meeting has been called by it and to Agnico unless the meeting has been called by it. Such notice must state the time when and the place where the meeting is to be held and state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article.

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7.3 Chairperson

An individual (who need not be a Holder) designated in writing by Agnico (if it convenes the meeting) or the Rights Agent (in all other cases), shall be the chairperson of the meeting (“Chairperson”) and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in Person or by proxy shall choose an individual present to be the Chairperson and chair the meeting.

7.4 Quorum

Subject to Section 7.11, at any meeting of the Holders a quorum shall consist of Holders, present in Person or by proxy and holding at least 25% of the aggregate number of then outstanding Rights, provided that at least two Persons entitled to vote at such meeting present in person or represented by proxy. If a quorum is not present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Holders or pursuant to a Holders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting the Holders present in Person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not hold at least 25% of the then outstanding Rights.

7.5 Power to Adjourn

The Chairperson of any meeting at which a quorum is present may with the consent of the meeting adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

7.6 Voting at Meetings

A poll shall be taken on every resolution, every Extraordinary Resolution, and on any other question submitted to a meeting in such manner as the Chairperson may direct and the results of such polls shall be binding on all Holders.

7.7 Voting

On a poll, each Holder present in Person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each Right or Rights held or represented by that Person. A proxyholder need not be a Holder. In the case of joint Holders of a Right, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them is present in person or by proxy, they must vote together in respect of the Rights of which they are joint Holders. The Chairperson of any meeting shall be entitled to vote in respect of any Rights held or represented by him or her, but shall not have a second or deciding vote.

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7.8 Regulations

(a) The Rights Agent or Agnico with the approval of the Rights Agent, may from time to time make or vary or restate such regulations as it shall from time to time think fit regarding the following:

(i) providing for and governing the voting by proxy by Holders and the form of instrument appointing proxies and the manner in which the same shall be executed, and for the production of the authority of any Person signing on behalf of the giver of such proxy;

(ii) for the deposit of instruments appointing proxies at such place as the Rights Agent, Agnico or the Holders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited;

(iii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, telecopied or electronically delivered before the meeting to Agnico or to the Rights Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and

(iv) generally, the calling of meetings of Holders and the conduct of business thereat.

(b) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Except as such regulations may provide, the only Persons who shall be recognized at any meeting as Holders, or as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Holders and Persons whom Holders have by instrument in writing duly appointed as their proxies.

7.9 Agnico and Rights Agent May Be Represented

Agnico and the Rights Agent, by their respective officers, directors or employees, and the legal and proxy advisers of Agnico and the Rights Agent, may attend any meeting of the Holders, and Agnico shall be recognized and given reasonable opportunity to speak to any resolutions proposed for consideration by the meeting, but shall not be entitled to vote thereat, whether in respect of any Rights held by them or otherwise.

7.10 Powers Exercisable by Extraordinary Resolution

Subject to applicable law, in addition to the powers conferred upon them by any other provisions of this Agreement or by law, the Holders at a meeting shall have the power, exercisable from time to time by Extraordinary Resolution:

(a) to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders or the Rights Agent, in its capacity as rights agent hereunder (subject to the Rights Agent's prior consent) against Agnico or against

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its property, as approved by Agnico where required, whether such rights arise under this Agreement or the Rights Certificates or otherwise;

(b) to sanction any modification of or change in or addition to or omission from the provisions contained in this Agreement or in the Rights Certificates that has been approved by Agnico and to authorize the Rights Agent to concur in and execute any amendment or supplement to the Agreement hereto embodying any such modification, change, addition or omission;

(c) to direct or authorize the Rights Agent to exercise any power, right, remedy or authority given to it by this Agreement in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

(d) to waive and direct the Rights Agent to waive any Event of Default under this Agreement either unconditionally or upon any condition specified in such Extraordinary Resolution;

(e) to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Holders; and

(f) to remove the Rights Agent and appoint a successor agent, on similar fees and economics as the Rights Agent.

7.11 Meaning of "Extraordinary Resolution"

(a) The expression "Extraordinary Resolution" when used in this Agreement means, subject as provided in this Article, a resolution proposed to be passed at a meeting of Holders duly convened and held in accordance with the provisions of this Article at which there are Holders present in person or by proxy who hold at least 25% of the aggregate number then outstanding Rights and passed by the affirmative votes of the Holders holding at least 66 2/3% of the then outstanding Rights represented at the meeting and voted on a poll upon such resolution.

(b) If, at any such meeting, the Holders holding at least 25% of the then outstanding Rights are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of the Holders, shall be dissolved; but in any other case it shall stand adjourned to such date, being not less than seven nor more than 45 days later, and to such place and time as may be appointed by the Chairperson. Not less than five days' prior notice shall be given of the time and place of such adjourned meeting in the manner provided in Article 8. Such notice must state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Subsection 7.11(a) shall be an Extraordinary Resolution within the meaning of this Agreement, notwithstanding that Holders holding at least 25% of the then outstanding Rights are not present in person or by proxy at such adjourned meeting.

(c) Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

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7.12 Powers Cumulative

The parties agree that any one or more of the powers or any combination of the powers in this Agreement stated to be exercisable by the Holders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the rights of the Holders to exercise the same or any other such power or combination of powers thereafter from time to time.

7.13 Minutes

Minutes of all resolutions and proceedings at every meeting of Holders shall be made and duly entered in books to be from time to time provided for that purpose by the Rights Agent at the expense of Agnico, and any such minutes, if signed by the Chairperson or secretary of the meeting at which such resolutions were passed or proceedings had, or by the Chairperson or secretary of the next succeeding meeting (if any) of the Holders, shall be prima facie evidence of the matters in this Agreement stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings taken thereat, to have been duly passed and taken.

7.14 Instruments in Writing

All actions which may be taken and all powers which may be exercised by the Holders at a meeting held as provided in this Article 7 may also be taken and exercised by Holders holding at least 66 2/3% of the then outstanding Rights by an instrument in writing signed in one or more counterparts and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed.

7.15 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article at a meeting of Holders shall be binding upon all Holders, whether present at or absent from such meeting, and every instrument in writing signed by Holders in accordance with Section 7.14 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Rights Agent (subject to the provisions for its indemnity in this Agreement) shall be bound to give effect accordingly to every such resolution, Extraordinary Resolution and instrument in writing.

ARTICLE 8 NOTICES

8.1 Notice to Agnico and the Rights Agent

(a) Unless otherwise expressly provided in this Agreement, any notice to be given pursuant to this Agreement to Agnico or the Rights Agent shall be deemed to be validly given if delivered or if sent by registered letter, postage prepaid, or by electronic transmission:

if to Agnico:

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Agnico Eagle Mines Limited
145 King Street East, Suite 400
Toronto, Ontario M5C 2Y7

Email:

Attention: Chris Vollmershausen, Executive Vice President, Legal, General Counsel and Corporate Secretary

with a copy to:

Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, Ontario M5V 3J7

Email: [email protected] and [email protected]
Attention: Patricia L. Olasker and Ghaith Sibai

if to the Rights Agent:

Computershare Trust Company of Canada
320 Bay Street, 14th Floor
Toronto, ON M5H 4A6

Email:

Attention: Manager, Corporate Trust

and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or if sent by electronic transmission, on the first Business Day following such transmission or, if mailed, on the fifth Business Day following the date of the postmark on such notice.

(b) Agnico or the Rights Agent, as the case may be, may from time to time notify the others in the manner provided in Subsection 8.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of Agnico or the Rights Agent, as the case may be, for all purposes of this Agreement.

8.2 Notice to the Holders

(a) Except as otherwise provided in this Agreement, any notice to the Holders under the provisions of this Agreement shall be deemed to be validly given if the notice is sent by prepaid mail, delivered by hand, or electronic delivery, to the holders at their addresses appearing in the register of holders. Any notice so delivered shall be deemed to have been received on the date of delivery if that date is a Business Day or the Business Day following the date of delivery if such date is not a Business Day, if sent by electronic transmission, on the first Business Day following such transmission or on the fifth Business Day if delivered by mail. All notices may be given to whichever one of the Holders (if more than one) is named first in the Rights register, and any notice so given shall be sufficient notice to all Holders and any other persons (if any) interested in such Rights. Accidental error or omission in giving notice or accidental failure to mail notice to any Holder will not invalidate any action or proceeding founded thereon.

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(b) If, by reason of strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Holders could reasonably be considered unlikely to reach its destination, the notice may be published or distributed (i) by press release and (ii) once in the Report on Business section of the national edition of The Globe and Mail newspaper or, in the event of a disruption in the circulation of that newspaper, once in a daily newspaper in the English language of general circulation in the City of Toronto, Ontario; provided that in the case of a notice convening a meeting of the holders of Rights, the Rights Agent may require such additional publications of that notice, in the same or in other cities or both, as it may deem necessary for the reasonable notification of the Holders or to comply with any applicable requirement of law or any stock exchange. Any notice so given shall be deemed to have been given on the day on which it has been published in all of the cities in which publication was required.

ARTICLE 9

CONCERNING THE RIGHTS AGENT

9.1 No Conflict of Interest

The Rights Agent represents to Agnico that to the best of its knowledge and belief, at the date of the execution and delivery of this Agreement there exists no material conflict of interest in its role as a fiduciary pursuant to this Agreement. In the event of a material conflict of interest arising in the Rights Agent's role as fiduciary under this Agreement the Rights Agent shall, as soon as practicable but in any case within 20 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its agency under this Agreement to a successor rights agent approved by Agnico. Notwithstanding the foregoing provisions of this section, if any such material conflict of interest exists or shall come to exist, the validity and enforceability of this Agreement and the Rights Certificate(s) shall not be affected in any manner whatsoever.

9.2 Replacement of Rights Agent

(a) The Rights Agent may resign its agency and be discharged from all further duties and liabilities under this Agreement by giving to Agnico at least 45 days' notice in writing or such shorter notice as Agnico may accept as sufficient. The Holders by Extraordinary Resolution shall have the power at any time to remove the existing Rights Agent and to appoint a new rights agent. If the Rights Agent resigns or is removed by Extraordinary Resolution or is dissolved, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting under this Agreement, Agnico shall forthwith appoint a new rights agent unless a new rights agent has already been appointed by the Holders; failing such appointment by Agnico, the retiring Rights Agent or any Holder may bring the matter to binding arbitration in accordance with Section 6.2, for the appointment of a new rights agent; but any new rights agent so appointed by Agnico or by arbitration shall be subject to removal as aforesaid by the Holders. Any new rights agent appointed under any provision of this Section 9.2 must be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by applicable law of any other province or territory, in that other province or territory, and must be a corporation which is independent of Agnico and has no material conflict of interest. On any new appointment the new rights agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Agreement as Rights Agent.

(b) Any corporation into which the Rights Agent may be merged or with which it may be consolidated or amalgamated or any corporation resulting from any merger, consolidation or

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amalgamation to which the Rights Agent shall be a party or any corporation succeeding to the corporate trust business of the Rights Agent, shall be the successor rights agent under this Agreement without the execution of any instrument or any further act.

9.3 Evidence, Experts and Advisers

(a) In addition to the reports, certificates, opinions and other evidence required by this Agreement, Agnico shall furnish to the Rights Agent such additional evidence of compliance with any provision of this Agreement, and in such form, as may be prescribed by applicable law or as the Rights Agent may reasonably require by written notice to Agnico.

(b) In the exercise of its rights and duties under this Agreement, the Rights Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of Agnico, certificates of Agnico or other evidence furnished to the Rights Agent pursuant to any provision hereof or any applicable law or pursuant to a request of the Rights Agent, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and acceptability of any information in this Agreement which the Rights Agent in good faith believes to be genuine.

(c) Proof of the execution of an instrument in writing, including a Holders' Request, by any Holder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Rights Agent may consider adequate.

(d) The Rights Agent may, at the expense of Agnico, employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties under this Agreement and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Rights Agent.

9.4 Rights Agent May Deal in Securities

Subject to Section 9.1, the Rights Agent may buy, sell, lend upon and deal in securities of Agnico and generally contract and enter into financial transactions with Agnico or otherwise, without being liable to account for any profits made by this Agreement.

9.5 Rights Agent Not Ordinarily Bound

Except as otherwise specifically provided in this Agreement, the Rights Agent shall not be bound to give notice to any Person of the execution hereof, nor to do, observe or perform or see to the observance or performance by Agnico of any of the obligations in this Agreement imposed upon Agnico or of the covenants on the part of Agnico contained in this Agreement.

9.6 Rights Agent Not Required to Give Security

The Rights Agent shall not be required to give any bond or security in respect of the execution of its duties and powers of this Agreement or otherwise in respect of the premises.

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9.7 Rights Agent Not Required to Give Notice of Default

The Rights Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it by this Agreement unless and until it shall have been required to do so under the terms hereof; nor shall the Rights Agent be required to take notice of any Event of Default, unless and until notified in writing of such Event of Default, which notice shall distinctly specify the specific Event of Default desired to be brought to the attention of the Rights Agent and in the absence of any such notice the Rights Agent may for all purposes of this Agreement conclusively assume that no Event of Default has occurred. Any such notice shall in no way limit any discretion given to the Rights Agent in this Agreement to determine whether or not the Rights Agent shall take action with respect to any Event of Default.

9.8 Acceptance of Appointment

The Rights Agent by this Agreement accepts its appointment as Rights Agent and its duties and obligations in this Agreement declared and provided for and agrees to perform them upon the terms and conditions in this Agreement set forth and to hold and exercise the rights, privileges and benefits conferred upon it by this Agreement, subject to all the terms and conditions in this Agreement set forth, until discharged therefrom by resignation or other lawful removal.

9.9 Duties of Rights Agent

The Rights Agent, in exercising its powers and discharging its duties under this Agreement, shall:

(a) exercise the care, diligence and skill that a reasonably prudent rights agent would exercise in comparable circumstances;

(b) satisfy any reporting requirements or compliance imposed by law on the Rights Agent in respect of this Agreement; and

(c) on instructions from Agnico, make any withholding or deduction from a CVR Payment Amount in accordance with Section 12.5, duly and timely remit such withheld or deducted amount to the appropriate governmental authority, and furnish to Agnico and the Holders documentary evidence reasonably acceptable to Agnico of such remittance.

9.10 Actions by Rights Agent

(a) Subject only to Section 9.9, the obligation of the Rights Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Rights Agent or the Holders under this Agreement shall be conditional upon the Holders delivering to the Rights Agent:

(i) a Holder's Request or Extraordinary Resolution directing the Rights Agent to take such act, action, or proceeding;

(ii) sufficient funds to commence or continue such act, action or proceeding; and

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(iii) an indemnity reasonably satisfactory to the Rights Agent to protect and hold harmless the Rights Agent against the costs, charges and expenses and liabilities to be incurred in connection therewith and any loss and damages it may suffer by reason thereof.

(b) None of the provisions contained in this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

(c) The Rights Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders, at whose instance it is acting, to deposit with the Rights Agent the Rights held by them, for which Rights the Rights Agent shall issue receipts.

9.11 Protection of Rights Agent

By way of supplement to the provisions of any law for the time being relating to the performance of the Rights Agents' duties hereunder, it is expressly declared and agreed as follows:

(a) the Rights Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement or in the Rights Certificates (except the representation contained in Section 9.1 or in the Authentication of the Rights Agent on the Rights Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by Agnico;

(b) nothing in this Agreement shall impose any obligation on the Rights Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto; and

9.12 Indemnification of the Rights Agent

The Rights Agent, its officers, directors, agents and employees shall at all times be indemnified and saved harmless by Agnico from and against all claims, demands, losses, actions, causes of action, suits, proceedings, costs, charges, expenses, assessments, judgements, damages and liabilities whatsoever arising in connection with this Agreement, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Rights Agent contemplated by this Agreement, reasonable expert consultant and legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Rights Agent may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Rights Agent. The foregoing provisions of this section do not apply to the extent that in any circumstance there have been acts of gross negligence, wilful misconduct, or bad faith by the Rights Agent. This indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Rights Agent.

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9.13 Third Party Interests

Each party to this Agreement by this Agreement represents to the Rights Agent that any account to be opened by, or interest to be held by the Rights Agent in connection with this Agreement, for or to the credit of such party, either: (a) is not intended to be used by or on behalf of any third party; or (b) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Rights Agent's prescribed form as to the particulars of such third party.

9.14 Not Bound to Act/Anti-Money Laundering

The Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Rights Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Rights Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on the 10th Business Day following delivery of written notice to Agnico, provided (i) that the Rights Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Rights Agent's satisfaction within such 10 day period, then such resignation shall not be effective.

9.15 Privacy Laws

(a) The parties acknowledge that the Rights Agent may, in the course of providing services under this Agreement, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter thereof, and use such information for the following purposes: (a) to provide the services required under this Agreement and other services that may be requested from time to time; (b) to help the Rights Agent manage its servicing relationships with such individuals; (c) to meet the Rights Agent's legal and regulatory requirements; and (d) if Social Insurance Numbers are collected by the Rights Agent, to perform tax reporting and to assist in verification of an individual's identity for security purposes.

(b) Each party acknowledges and agrees that the Rights Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent under this Agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Rights Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Rights Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

(c) Further, each party agrees that it shall not provide or cause to be provided to the Rights Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

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9.16 Force Majeure

Except for the payment obligations of Agnico contained in this Agreement, neither party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provisions contained in this Agreement by reason of act of God, riots, terrorism, acts of war, epidemics or pandemics, governmental action or judicial order, earthquakes, economic sanctions or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this section.

ARTICLE 10 AMENDMENTS

10.1 Amendments Without Consent of the Holders

(a) Agnico may unilaterally enter into one or more amendments to this Agreement for any of the following purposes, without the consent of any of the Holders:

(i) to evidence the appointment of another person as a successor Rights Agent;

(ii) to add to the covenants of Agnico such further covenants, restrictions, conditions or provisions for the protection and benefit of the Holders;

(iii) to cure any ambiguity, to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or to make any other provisions with respect to matters or questions arising under this Agreement;

(iv) as necessary to comply with any applicable laws; or

(v) any other amendment to this Agreement that would provide any additional rights or benefits to the Holders and that does not materially adversely affect the interests of any such Holder.

(b) Upon the delivery of a certificate from an appropriate officer of Agnico which states that the proposed amendment is in compliance with the terms of Section 10.1(a), the Rights Agent shall execute such amendment. Notwithstanding anything to the contrary contained herein, the Rights Agent may, but will not be obligated to, enter into any amendment that adversely affects the Rights Agent's own rights, duties, obligations, responsibilities or protections.

10.2 Amendments with Consent of Holders

With Required Holders Approval, which for the purposes of this Section 10.2 only shall be a majority of the Holders, Agnico and the Rights Agent may enter into one or more amendments to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is adverse to the interests of the Holders.

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10.3 Effect of Amendment

Upon the execution of any amendment under this Article 10, this Agreement shall be modified in accordance therewith, and such amendment shall form a part of this Agreement for all purposes; and every Holder of Rights theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

10.4 Notice of Amendment

Promptly after the execution by Agnico and the Rights Agent of any amendment listed above (whether with or without the consent of Holders), the Rights Agent shall deliver to the Holders affected thereby a notice provided by Agnico briefly describing the amendment. Any failure by the Rights Agent to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

ARTICLE 11 EVENTS OF DEFAULT

11.1 Events of Default Under this Agreement

(a) Prior to the earlier of the Full Payment Date and the Expiry Date, each of the following events is an event of default (each, an "Event of Default") under this Agreement:

(i) any representation or warranty made by Agnico in this Agreement or in respect of the Rights shall prove to have been incorrect in any material respect when made or deemed to be made; provided that where such representation or warranty is capable of remediation then an Event of Default shall occur only where it continues to be incorrect for 30 days after written notice thereof has been given to Agnico and the Rights Agent by any Required Holders specifying the relevant representation or warranty and requiring it to be remedied;

(ii) Agnico fails to observe or perform in any material respect any covenant, condition or agreement contained in this Agreement or in respect of the Rights and such failure continues unremedied for a period of 30 days after written notice has been given to Agnico and the Rights Agent by any Required Holders specifying such failure in reasonable detail and requiring it to be remedied;

(iii) a court having competent jurisdiction over Agnico entering a decree or order (A) for relief in respect of Agnico following the filing of any petition, application or other proceeding against or in respect of Agnico by or on behalf of a Person (other than Agnico) under any applicable bankruptcy, insolvency or other similar law now or thereafter in effect, or (B) appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of Agnico or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and in case of (A) or (B), such decree or order remaining unstayed and in effect for a period of 30 consecutive days; or

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(iv) Agnico voluntarily (A) commencing or filing any petition, application or other proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) consenting to the entry of an order for relief under any proceeding initiated against or in respect of Agnico by or on behalf of a Person (other than Agnico) under any such law, (C) consenting to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of Agnico or for any substantial part of its property, or (D) making any general assignment for the benefit of its creditors.

(b) If an Event of Default described in Sections 11.1(a)(i) or 11.1(a)(ii) occurs and is continuing, the Rights Agent, upon written request of Required Holders by notice to Agnico and the Rights Agent, shall, subject to Section 9.10, bring the matter to binding arbitration pursuant to Section 6.2 to protect the rights of the Holders.

11.2 Notice of Events of Default

(a) Agnico shall provide the Rights Agent with written notice of the occurrence of any Event of Default under this Agreement within three Business Days of Agnico becoming aware of any such Event of Default.

(b) If an Event of Default occurs and is continuing, the Rights Agent will, within 30 days after it has been notified in writing of such Event of Default by Agnico or any Required Holders, give notice of such Event of Default to Agnico and the Holders in the manner provided in Section 8.2, unless the default has been waived pursuant to Section 11.3.

(c) Where notice of the occurrence of an Event of Default has been given and the Event of Default is thereafter cured, notice that the Event of Default is no longer continuing will be given by the Rights Agent to the Holders in the manner provided in Section 8.2, within a reasonable time period not exceeding 30 days after the Rights Agent becomes aware that the Event of Default has been cured.

(d) The Rights Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms of this Agreement; nor shall the Rights Agent be required to take notice of any Event of Default hereunder, unless and until notified in writing of such Event of Default, which notice shall distinctly specify the Event of Default desired to be brought to the attention of the Rights Agent, and in the absence of any such notice, the Rights Agent may for all purposes under this Agreement conclusively assume that no Event of Default has occurred. Such notice shall not limit the Rights Agent's discretion to determine whether to take action with respect to any Event of Default.

11.3 Waiver of Default

Upon the occurrence of any default or Event of Default that is continuing the Required Holders shall have the power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Rights Agent to waive any such default or Event of Default and the Rights Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition, provided that no delay or omission of the Rights Agent or of the Holders, as applicable, to exercise any right or power accruing upon any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such

35 -

default or Event of Default or acquiescence in this Agreement and provided further that no act or omission either of the Rights Agent or the Holders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default or Event of Default under this Agreement or the rights resulting therefrom.

ARTICLE 12

GENERAL PROVISIONS

12.1 Execution

This Agreement may be simultaneously executed in several counterparts, and may be executed by means of electronic communication, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

12.2 Formal Date

This Agreement shall be referred to as having the date first written above, regardless of the actual date of execution.

12.3 Termination, Satisfaction and Discharge of Agreement

This Agreement shall be satisfied and discharged and shall cease to be of any further force and effect, and the parties hereto will have no further liability hereunder, upon the earlier of (a) the Full Payment Date and (b) if no Dispute Notice has been delivered in accordance with Section 6.1(a), the expiry of the Dispute Period, or, if a Dispute Notice has been delivered in accordance with Section 6.1(a), the date on which all such disputes have been finally resolved (including pursuant to arbitration under Section 6.2) and all payments required to be made following such resolution have been paid in full. Notwithstanding the foregoing or any other provision of this Agreement, the following shall remain in full force and effect and survive the termination of this Agreement: (i) the obligations of Agnico for payment of monies due and owing to the Rights Agent under this Agreement, including under Sections 3.3 and 4.5; (ii) the obligations of the parties under Sections 3.1, 6.1 and 6.2, together with all payment obligations arising therefrom, until finally resolved or completed in accordance with their terms; and (iii) the indemnities provided to the Rights Agent by Agnico under this Agreement.

12.4 Provisions of Agreement and Rights for the Sole Benefit of Parties and Holders

Nothing in this Agreement or in the Rights Certificates, expressed or implied, shall give or be construed to give to any Person other than the parties thereto and the Holders, as the case may be, any legal or equitable right, remedy or claim under this Agreement, or under any covenant or provision in this Agreement or in the Rights Certificates, all such covenants and provisions being for the sole benefit of the parties hereto and the Holders.

12.5 Withholding

Each of Agnico and the Rights Agent shall be entitled to deduct and withhold from any amounts payable or deliverable pursuant to this Agreement such amounts as Agnico or the Rights Agent, as the case may be, is required to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provision of federal, provincial, state, local or foreign

36 -

tax law (including, for the avoidance of doubt, U.S. federal income tax law if applicable) and any amount so deducted or withheld shall be timely remitted to the appropriate taxing authority. In lieu of deducting or withholding such amounts, Agnico and the Rights Agent shall be entitled to otherwise recover from or to require a Holder to provide for such applicable taxes. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the relevant Holder, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

(The remainder of this page is intentionally left blank, signature page follows.)

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

AGNICO EAGLE MINES LIMITED

by
Name:
Title:

COMPUTERSHARE TRUST COMPANY OF CANADA

by
Name:
Title:

Name:
Title:

Signature Page – Contingent Value Rights Agreement

SCHEDULE "A"
FORM OF RIGHTS CERTIFICATE

(see attached)

THIS IS SCHEDULE “A” TO THE CONTINGENT VALUE RIGHTS AGREEMENT DATED ■, 2026 BETWEEN AGNICO EAGLE MINES LIMITED and COMPUTERSHARE TRUST COMPANY OF CANADA, AS RIGHTS AGENT.

Certificates issued to CDS must bear the following legend:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO AGNICO EAGLE MINES LIMITED OR ITS TRANSFER AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

RIGHTS CERTIFICATE AGNICO EAGLE MINES LIMITED
(a corporation existing under the laws of the Province of Ontario)

("Agnico")

RIGHTS CERTIFICATE NO.

RIGHTS, each entitling the holder to acquire the CVR Payment Amount.

THIS IS TO CERTIFY THAT

(the "holder") is the registered holder of the number specified above of rights ("Rights"), each Right entitling the holder to receive up to $3.00 on the terms and conditions set out in a contingent value rights agreement (the "CVR Agreement") between Agnico and Computershare Trust Company of Canada dated ■, 2026.

The Rights represented by this Rights Certificate are issued under and pursuant to the CVR Agreement. Reference is made to the CVR Agreement and any instruments supplemental thereto for a full description of the rights of the holders of the Rights and the terms and conditions upon which the Rights are, or are to be, issued and held, with the same effect as if the provisions of the CVR Agreement and all instruments supplemental thereto were set forth in this Rights Certificate. By acceptance thereof, the holder assents to all provisions of the CVR Agreement. In the event of a conflict between the provisions of this Rights Certificate and the CVR Agreement, the provisions of the CVR Agreement shall govern. Capitalized terms used in but not otherwise defined in this Rights Certificate shall have the meaning ascribed to such terms in the CVR Agreement.

The registered holder of this Rights Certificate may, at any time prior to the close of business on the last Business Day immediately preceding the earlier of the Payment Date and the Expiry Date, upon surrender hereof to the Rights Agent at its offices in the city of Toronto, Ontario, exchange this Rights Certificate for other Rights Certificates entitling the holder to acquire, in the aggregate, the same CVR Payment Amount as may be acquired under this Rights Certificate.

The holding of the Rights evidenced by this Rights Certificate shall not constitute the holder hereof a shareholder of Agnico or entitle the holder to any right or interest in respect thereof except as expressly provided in the CVR Agreement and in this Rights Certificate.

The CVR Agreement provides that all holders of Rights shall be bound by any resolution passed at a meeting of the holders held in accordance with the provisions of the CVR Agreement and resolutions signed by the holders of Rights.

The Rights evidenced by this Rights Certificate may only be transferred in accordance with the terms of the CVR Agreement and upon compliance with such reasonable requirements as the Rights Agent may prescribe.

This Rights Certificate shall not be valid for any purpose whatsoever unless and until it has been certified by or on behalf of the Rights Agent.

IN WITNESS WHEREOF Agnico has caused this Rights Certificate to be signed by its duly authorized officer as of ☐, 2026.

AGNICO EAGLE MINES LIMITED

Per: _______
(Authorized Signatory)

Certified by:

COMPUTERSHARE TRUST COMPANY OF CANADA

Rights Agent

Per: _______
(Authorized Signatory)

SCHEDULE "B"
TRANSFER FORM

(see attached)

THIS IS SCHEDULE “B” to the Contingent Value Rights Agreement dated ■, 2026 between AGNICO EAGLE MINES LIMITED and COMPUTERSHARE TRUST COMPANY OF CANADA, as Rights Agent.

TRANSFER FORM

ANY TRANSFER OF RIGHTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.

TO: Agnico Eagle Mines Limited
c/o Computershare Trust Company of Canada
320 Bay Street, 14th Floor, Toronto, ON M5H 4A6
Attention: Manager, Corporate Trust

FOR VALUE RECEIVED, the undersigned by this Agreement sells, assigns and transfers unto:

(name)

(address)

_ of the Rights registered in the name of the undersigned represented by the within Rights Certificate and by this Agreement appoints __ as its attorney with full power of substitution to transfer the said Rights on the appropriate register of the Right and the Rights Agent.

DATED this ■ day of ■, 20■.

Signature Guaranteed
Name of Holder

Name of Authorized Representative
Signature of Holder of Authorized Representative

Title of Capacity of Authorized Representative
Signature of Holder of Authorized Representative

Instructions:

The signature of the Holder must be the signature of the registered holder appearing on the face of this Rights Certificate.

If this Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the Rights Certificate must be accompanied by evidence of authority to sign satisfactory to the Rights Agent and Agnico, acting reasonably.

The signature on this Transfer Form must be guaranteed by a Schedule 1 Canadian chartered bank, a Canadian trust company, medallion guaranteed by a recognized medallion signature guarantee program or in any other manner satisfactory to the Rights Agent. The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Signature guarantees are not accepted from treasury branches or credit unions unless they are members of the Stamp Medallion Program. In the United States, signature guarantees must be done by members of the “Medallion Signature Guarantee Program” only.

SCHEDULE “C”
ACQUIRED PROJECT

Holder	Permit name	Permit ID	Permit type
Rupert Exploration Finland Oy	Area 51	ML2020:0006-02	Exploration permit application
Rupert Exploration Finland Oy	Jeesiön ratsutie	ML2025:0022-01	Exploration permit application
Rupert Exploration Finland Oy	Kuusajärvi 2	ML2022:0071-01	Exploration permit
Rupert Exploration Finland Oy	Kuusajärvi 3	ML2022:0072-01	Exploration permit
Rupert Exploration Finland Oy	Liika	ML2020:0007-02	Exploration permit application
Rupert Exploration Finland Oy	Rako	ML2021:0081-01	Exploration permit application
Rupert Exploration Finland Oy	Sattanen West	ML2021:0113-01	Exploration permit application
Rupert Exploration Finland Oy	Soretiajärvi 3	ML2025:0053-01	Exploration permit application
Rupert Exploration Finland Oy	Vuolappa	ML2025:0002-01	Exploration permit application
Rupert Exploration Finland Oy	Satta SE	ML2019:0023-02	Exploration permit
Rupert Exploration Finland Oy	Rajala	ML2017:0079-02	Exploration permit
Rupert Exploration Finland Oy	Pahta NW	ML2019:0024-02	Exploration permit
Rupert Exploration Finland Oy	Heinälamminvuoma	ML2011:0033-03	Exploration permit
Rupert Exploration Finland Oy	Liikavaara	ML2017:0080-02	Exploration permit
Rupert Exploration Finland Oy	Soretiajärvi 4	ML2012:0196-02	Exploration permit
Rupert Finland Oy	Paskamaa 2b-3b	ML2013:0012-02	Exploration permit
Rupert Finland Oy	Satta	ML2019:0005-02	Exploration permit
Rupert Finland Oy	Paskahaara 1	ML2011:0034-03	Exploration permit
Rupert Exploration Finland Oy	Säynä	ML2024:0086-01	Exploration permit
Rupert Finland Oy	Liikamaa 1-4	ML2025:0052-01	Exploration permit
Rupert Finland Oy	Pahtarimpi 10-11	ML2025:0051-01	Exploration permit
Rupert Finland Oy	Pahtarimpi 2-3	ML2025:0050-01	Exploration permit
Rupert Finland Oy	Paskamaa 1-5	ML2025:0049-01	Exploration permit
Rupert Finland Oy	Pahtavaara	KL2018:0011, 3921	Mining concession
Rupert Finland Oy	Pahtavaara laajennus	KL2013:0001	Mining permit
Rupert Exploration Finland Oy	Manto	VA2025:0029-01	Reservation notification
Rupert Exploration Finland Oy	Luiro	ML2025:0066-01	Exploration permit application
Rupert Exploration Finland Oy	Riita 1	ML2025:0063-01	Exploration permit application
Rupert Exploration Finland Oy	Riita	VA2025:0048-01	Reservation notification
Rupert Exploration Finland Oy	Haurespää	VA2025:0061-01	Reservation notification
Rupert Exploration Finland Oy	Härkä	VA2025:0059-01	Reservation notification
Rupert Exploration Finland Oy	Mukkajärvi	VA2025:0058-01	Reservation notification
Rupert Exploration Finland Oy	Pöntsö	VA2025:0060-01	Reservation notification
Rupert Exploration Finland Oy	Torvinen	VA2025:0062-01	Reservation notification
Rupert Exploration Finland Oy	Vesmajärvi	VA2025:0057-01	Reservation notification

AI assistant

Rupert Resources Ltd. — M&A Activity 2026

43496_rns_2026-04-22_6d64244b-b1a6-4b12-9224-3af5c2e63a1e.pdf

ARRANGEMENT AGREEMENT

ARTICLE 6 CONDITIONS 62

ARTICLE 7 TERM AND TERMINATION 65

ARTICLE 8 GENERAL PROVISIONS 67

ARRANGEMENT AGREEMENT

ARTICLE 1

1.1 Defined Terms

1.2 Certain Rules of Interpretation

1.3 Subsidiaries to Comply

1.4 Outside Date

1.5 Schedules

1.6 Disclosure Letter

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

2.2 Interim Order

2.3 Company Meeting

2.4 Circular

2.6 Court Proceedings

2.7 Arrangement and Effective Date

2.8 Payment of Consideration

2.9 Adjustment of Consideration

2.10 Equity Awards

2.11 Withholding Taxes

2.12 U.S. Securities Law Matters

2.13 Governance Matters

2.14 U.S. Tax Matters

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company

3.2 Representations and Warranties of the Purchaser

ARTICLE 4

COVENANTS

4.1 Conduct of Business of the Company

4.2 Conduct of Business of the Purchaser

4.3 Covenants Relating to the Arrangement

4.4 Regulatory Approvals

4.5 Access to Information; Confidentiality

4.6 Pre-Acquisition Reorganization

4.8 Public Communications

4.9 Notice and Cure Provisions

4.11 Exchange Delisting and Reporting Issuer Status

ARTICLE 5 COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

5.2 Notification of Acquisition Proposals

5.3 Responding to an Acquisition Proposal

5.4 Superior Proposals; Right to Match

5.5 Liability for Breaches

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of the Purchaser

6.3 Additional Conditions Precedent to the Obligations of the Company

6.4 Satisfaction of Conditions

ARTICLE 7

7.1 Term

7.2 Termination

7.3 Effect of Termination/Survival

ARTICLE 8

8.1 Amendments

8.2 Termination Fee

8.3 Expenses

8.4 Notices

8.5 Third Party Beneficiaries

8.6 Remedies; Equitable Relief

8.7 Waiver

8.8 Entire Agreement

8.9 Successors and Assigns

8.10 Severability

8.11 Governing Law

8.12 Further Assurances

8.13 Rules of Construction

8.14 No Personal Liability

8.15 Counterparts

AGNICO EAGLE MINES LIMITED

RUPERT RESOURCES LTD.

1.2 Certain Rules of Interpretation

ARTICLE 2

2.1 Arrangement Agreement

2.2 Binding Effect

Rupert Resources Ltd. M&A Activity 2026