UNDERWRITING AGREEMENT

March 20, 2025

Rupert Resources Ltd.
82 Richmond Street East, Suite 203
Toronto, ON M5C 1P1

Attention: Graham Crew, Chief Executive Officer

Dear Sir:

Upon and subject to the terms and conditions set forth herein, Cormark Securities Inc. (the “Lead Underwriter”), BMO Nesbitt Burns Inc., Scotia Capital Inc. and Canaccord Genuity Corp. (together with the Lead Underwriter, the “Underwriters” and each individually an “Underwriter”) hereby agree to purchase from Rupert Resources Ltd. (the “Company”), and the Company hereby agrees to issue and sell 10,000,000 Common Shares (as defined herein) (the “Offered Shares”) to the Underwriters at a price of $4.50 per Offered Share (the “Offering Price”) for aggregate gross proceeds of $45,000,000 (the “Offering”).

The Underwriters shall have an option (the “Option”), which Option may be exercised in the Underwriters’ sole discretion and without obligation, to offer for purchase and sale, up to an additional 1,500,000 Offered Shares at the Offering Price, for additional aggregate gross proceeds of up to $6,750,000. The Option shall be exercisable by the Underwriters in whole or in part at any time on or after the Closing Date (as defined herein) and for a period of 30 days thereafter, after which time the Option shall be void and of no further force and effect. Unless the context otherwise requires, all references to the “Offering” and “Offered Shares” shall include any securities issued in connection with the exercise of the Option.

The Company has advised that (i) it is current in the filing of all materials required to be filed in Alberta, British Columbia, New Brunswick, Newfoundland and Labrador and Ontario (collectively, the “Qualifying Jurisdictions”) under Canadian Securities Laws (as defined herein), (ii) it has filed the Base Shelf Prospectus (as defined herein) in each of the Qualifying Jurisdictions and the Principal Regulator (as defined herein) has issued a decision document in respect thereof pursuant to the Passport Procedures (as defined herein) on behalf of itself and the other Securities Regulators (as defined herein), and (iii) it is qualified to file and shall, concurrent with the entering into of this Agreement (as defined herein), file the Prospectus Supplement (as defined herein) in each of the Qualifying Jurisdictions as a supplement to the Base Shelf Prospectus in accordance with the requirements of NI 44-101 and NI 44-102 (each as defined herein).

The Offered Shares may be distributed in the Qualifying Jurisdictions by the Underwriters pursuant to the Prospectus (as defined herein) in the manner contemplated by this Agreement. The Offered Shares may also be distributed in the United States (as defined herein), and all offers and sales of the Offered Shares in the United States: (i) will be made in accordance with Schedule “A” attached hereto (which schedule is incorporated into and forms part of this Agreement); (ii) will be conducted in such a manner so as not to require registration thereof under the U.S. Securities Act (as defined herein); and (iii) will be conducted through an affiliate of an Underwriter duly registered with the SEC (as defined herein) and the Financial Industry Regulatory Authority, Inc. and in compliance with U.S. Securities Laws (as defined herein). Subject to applicable law, including the Applicable Securities Laws (as defined herein), prior agreement of the Company and the Underwriters, and the terms of this Agreement, the Offered Shares may also be distributed on an exempt basis in jurisdictions outside Canada and the United States provided that they are lawfully offered and sold on a basis exempt from the prospectus, registration or similar requirements of any such jurisdictions.

The Underwriters may offer the Offered Shares at a price less than the Offering Price as described in further detail in Section 14(d) below, in compliance with Canadian Securities Laws and, specifically, the

requirements of NI 44-101 and the disclosure concerning the same contained in the Prospectus and the U.S. Private Placement Memorandum (as defined herein).

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company agrees to pay to the Underwriters the Commission (as defined herein) as set out in Section 13 below. The obligation of the Company to pay the Commission shall arise at the Closing Time (as defined herein).

The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or other dealers (each, a member of the "Selling Group") duly qualified in their respective jurisdictions, in each case acceptable to the Company, acting reasonably, as their respective agents to assist with the Offering and that the Underwriters may determine the remuneration payable by the Underwriters to such other dealers appointed by them.

DEFINITIONS

(a) In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

"Act" means the Business Corporations Act (British Columbia).

"affiliate", "associate", "distribution", "material change", "material fact", "mineral project", and "misrepresentation" have the respective meanings ascribed thereto in the Securities Act (Ontario) in effect on the date hereof.

"Agnico Eagle" means Agnico Eagle Mines Limited.

"Agreement" means this agreement, being the agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereby.

"Applicable Securities Laws" means collectively, the applicable securities laws in each of the jurisdictions in which the Offered Shares are offered or sold, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments issued by the applicable securities regulators thereunder and the securities legislation of and published policies issued by each other relevant jurisdiction and all applicable rules and policies of the TSX.

"Base Shelf Prospectus" means the (final) short form base shelf prospectus of the Company dated December 16, 2024, including all of the Documents Incorporated by Reference.

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business.

"Canadian Securities Laws" means collectively, the Applicable Securities Laws in each of the Qualifying Jurisdictions.

"Closing" means the completion of the purchase and sale of the Offered Shares, as contemplated by this Agreement.

"Closing Date" means the day on which the Closing shall occur, being March 27, 2025, or such other date as the Lead Underwriter and the Company may determine.

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date and Option Closing Date, as applicable, or such other time on the Closing Date or Option Closing Date as the Company and the Lead Underwriter may determine.

"Commission" has the meaning ascribed to such term in Section 13 hereof.

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

"Company" has the meaning ascribed to such term on the face page of this Agreement.

"Concurrent Private Placement" means the concurrent non-brokered private placement of up to 7,250,000 Common Shares at the Offering Price being effected directly between the Company and certain existing shareholders of the Company for aggregate gross proceeds of up to $32,625,000.

"Debt Instrument" means any note, loan, bond, debenture, indenture, promissory note, credit facility, or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Company or the Subsidiaries are a party or to which their property or assets are otherwise bound.

"Distribution Period" means the period commencing on the date of this Agreement and ending on the date on which all of the Offered Shares (including Offered Shares issuable pursuant to the exercise of the Option) have been sold by the Underwriters to the public.

"Documents Incorporated by Reference" means in respect of any of the Offering Documents, the financial statements, management's discussion and analysis, management information circulars, annual information forms, material change reports, Marketing Materials or other documents issued by the Company, whether before or after the date of this Agreement, that are incorporated by reference or deemed to be incorporated by reference in the Offering Documents, pursuant to Canadian Securities Laws.

"Employee Plans" has the meaning ascribed to such term in Section 3(vv).

"Environmental Laws" has the meaning ascribed to such term in Section 3(oo).

"Environmental Permits" has the meaning ascribed to such term in Section 3(oo).

"Excluded Transaction" has the meaning ascribed to such term in Section 1(a)(iv).

"Exercise Notice" has the meaning ascribed to such term in Section 7.

"Financial Statements" means the Company's (i) audited consolidated financial statements for the years ended February 29, 2024 and February 28, 2023 and (ii) condensed consolidated interim financial statements for the three and nine months ended November 30, 2024.

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

"Government Official" means (a) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any salaried political party official, elected member of political office or candidate for political office, or (c) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses.

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board.

"Ikkari Project" means the Ikkari Project located in the Sodankyla Municipality, Lapland, Finland, comprised of the mining concessions as further described in the Technical Report and as updated by the Public Disclosure Documents, as applicable.

"including" means including without limitation.

"Investor Rights Agreement" means the investor rights agreement dated February 11, 2020 between the Company and Agnico Eagle.

"Lead Underwriter" has the meaning ascribed to such term on the face page of this Agreement.

"Leased Premises" means the premises which are material to the Company and which the Company occupies as a tenant.

"Marketing Document" means the term sheet for the Offering dated March 18, 2025 as agreed to between the Company and the Lead Underwriter.

"Marketing Materials" has the meaning ascribed to such term in NI 41-101 and for greater certainty, includes the Marketing Document.

"Material Adverse Effect" means any change, event, occurrence, state of facts, effect or circumstance that, individually or in the aggregate with other such changes, events, occurrences, states of fact, effects or circumstances, is or would reasonably be expected to: (i) be material and adverse to the business, operations, results of operations, assets, properties, prospects, capitalization, financial condition or liabilities of the Company and its Subsidiaries, taken as a whole; or (ii) result in a misrepresentation being included in any of the Offering Documents.

"Material Agreement" means any Debt Instrument, contract, commitment, agreement, instrument, lease or other document (written or oral), to which the Company or the Subsidiaries are a party and which is material to the Company and the Subsidiaries on a consolidated basis.

"Material Property" means all mineral claims, assets, and infrastructure relating to the Ikkari Project on the Company's 100%-held Rupert Lapland Project Area.

"MI 11-102" means Multilateral Instrument 11-102 – Passport System.

"Mineral Properties" means, collectively, all mineral claims, assets, and infrastructure relating to the Material Property and the Pahtavaara Project on the Company's 100%-held Rupert Lapland Project Area.

"Mining Rights" means all prospecting, exploration, development, ingress, egress, access and surface rights, mining and mineral rights, concessions, claims, licenses, leases, permits, consents, approvals and authorizations in respect of the Material Property.

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements.

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

"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions.

"NI 44-102" means National Instrument 44-102 – Shelf Distributions.

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

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

"NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions.

"OFAC" means the Office of Foreign Assets Control of the U.S. Treasury Department.

"Offered Shares" has the meaning ascribed to such term on the face page of this Agreement.

"Offering" has the meaning ascribed to such term on the face page of this Agreement.

"Offering Documents" means, collectively, the Base Shelf Prospectus, the Prospectus Supplement, any Supplementary Material and the Marketing Document.

"Offering Price" has the meaning ascribed to such term on the face page of this Agreement.

"Option" has the meaning ascribed to such term on the face page of this Agreement.

"Option Closing Date" has the meaning ascribed to such term in Section 7.

"Pahtavaara Project" means the Pahtavaara Gold Project located east from Rajala village in the municipality of Sodankylä, approximately 25km northwest of Sodankylä in northern Finland, comprised of the mining concessions as further described in the Public Disclosure Documents.

"Passport Procedures" means the procedures for review of prospectus filings provided under NP 11-202 and MI 11-102 among the Securities Regulators.

"Permits" has the meaning ascribed to such term in Section 3(mm) hereof.

"person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, partnership, trust, fund, association, syndicate, organization or other organized group of persons, whether incorporated or not, and pronouns have a similar extended meaning.

"Personnel" has the meaning ascribed to such term in Section 11(a) hereof.

"Principal Regulator" means the Ontario Securities Commission.

"Prospectus" means, collectively, the Base Shelf Prospectus, as supplemented by the Prospectus Supplement, and any Supplementary Material, in each case including all of the Documents Incorporated by Reference.

"Prospectus Supplement" means the prospectus supplement of the Company dated March 20, 2025, including all of the Documents Incorporated by Reference.

"Public Disclosure Documents" means, collectively, all of the documents which have been filed by or on behalf of the Company during the two year period prior to the Closing Date with the relevant Securities Regulators pursuant to the requirements of Canadian Securities Laws, including all documents filed on SEDAR+ at www.sedarplus.ca during such period.

"Qualifying Jurisdictions" has the meaning ascribed to such term on the face page of this Agreement.

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

"Securities Regulators" means, collectively, as applicable, the securities commission or similar regulatory authorities in each of the Qualifying Jurisdictions.

"Selling Group" has the meaning ascribed to such term on the face page of this Agreement.

"Subsidiaries" means, collectively, Rupert Finland Oy and Rupert Exploration Finland Oy, each being 100% wholly-owned directly by the Company.

"subsidiary" and "subsidiaries" have the meanings ascribed thereto in the Act.

"Supplementary Material" means, collectively, any amendment to any of the Offering Documents and any amendment to or supplemental prospectus or ancillary material that may be filed by or on behalf of the Company under Canadian Securities Laws in connection with the Offering.

"Taxes" has the meaning ascribed to such term in Section 3(yy).

"Technical Report" means the technical report titled "Ikkari Pre-Feasibility Study NI 43-101 Technical Report" with an effective date of February 14, 2025, prepared by WSP Finland Oy.

"Transfer Agent" means Computershare Investor Services Inc., in its capacity as transfer agent and registrar of the Company at its principal office in Toronto, Ontario.

"TSX" means the Toronto Stock Exchange.

"Underwriters" has the meaning ascribed to such term on the face page of this Agreement.

"Underwriters' Expenses" means all expenses payable to the Underwriters in connection with the Offering pursuant to Section 9 hereof.

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

"U.S. Affiliate" means a United States registered broker-dealer affiliate of an Underwriter.

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

"U.S. Private Placement Memorandum" means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Company, each acting reasonably, including the Prospectus, to be delivered to each offeree and/or purchaser of the Offered Shares in the United States in accordance with Schedule "A" hereto.

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

"U.S. Securities Laws" means all applicable securities legislation in the United States, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws.

"U.S. Supplementary Material" means any Supplementary Material required, in the opinion of the Underwriters and of the Company, each acting reasonably, to be delivered to purchasers or prospective purchasers in the United States with any supplemental, or supplement to the, U.S. Private Placement Memorandum as may be so required.

TERMS AND CONDITIONS

1. Covenants.

(a) Covenants of the Company.

The Company hereby covenants to the Underwriters and acknowledges that each of the Underwriters is relying on such covenants in connection with the purchase of the Offered Shares, that:

(i) Validly Allotted and Issued Securities. The Company will ensure that the Offered Shares are duly and validly issued as fully paid and non-assessable Common Shares.

(ii) Obtain Regulatory Approvals. The Company will ensure that the necessary regulatory consents and approvals from the TSX in respect of the Offering are obtained on or prior to the Closing Date.

(iii) Qualification for Distribution. At all times until the completion of the Distribution Period or the date on which an Underwriter has exercised its termination rights pursuant to Section 8, the Company will, to the satisfaction of counsel to the Underwriters, acting reasonably, promptly take or cause to be taken all additional steps and proceedings that may be required from time to time under the Canadian Securities Laws of the Qualifying Jurisdictions to continue to so qualify the Offered Shares and the Option or, in the event that the Offered Shares or the Option have, for any reason, ceased to so qualify, to again so qualify the Offered Shares and/or the Option.

(iv) Maintain Reporting Issuer Status. The Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the Qualifying Jurisdictions until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction (an “Excluded Transaction”) which would result in the Company ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a recognized stock exchange in North America, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and Canadian Securities Laws or, in the case of a take-over bid, a sufficient number of Common Shares have been deposited to the bid in order to enable the bidder to utilize the “compulsory acquisition” provisions of the Act.

(v) Maintain Stock Exchange Listing. The Company will use its commercially reasonable efforts to remain listed for trading on the TSX for a period of two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any Excluded Transaction.

(vi) Standstill. The Company shall not issue any Common Shares or securities convertible into Common Shares for a period of 90 days from the Closing Date without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld, except in conjunction with (i) the grant or exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to the equity incentive plans of the Company and other stock-based compensation arrangements including, for greater certainty the sale of any Common Shares issued thereunder; (ii) the exercise or conversion of outstanding convertible securities; (iii) any obligations in respect of existing agreements as at March 18, 2025; (iv) in connection with the Concurrent Private Placement; (v) the issuance of any Common Shares to executives, including with respect to the hiring of new executives; and (vi) the issuance of any Common Shares pursuant to existing participation rights of Agnico Eagle.

(vii) Lock-Up Agreements. The Company shall cause the directors and officers of the Company to execute and deliver lock-up agreements, in favour of the Underwriters, in a form satisfactory to the Company and the Underwriters, acting reasonably, pursuant to which such directors and officers agree that for a period of 90 days from the Closing Date, each will not, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company and other than any sales of any Common Shares in connection with the exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to the equity incentive plans of the Company.

(viii) Use of Proceeds. The Company will use the net proceeds from the Offering for on-going exploration expenditures, technical and environmental studies on the Company's properties in Finland and for general corporate purposes as set out in the Prospectus Supplement.

(ix) Due Diligence. The Company will allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters may reasonably require in order to fulfil their obligations and in order to enable it to responsibly execute the certificates required to be executed by them at the end of each of the Offering Documents, as applicable; and without limiting the scope of the due diligence inquiries the Underwriters may conduct, the Company will participate and cause its senior management, auditors, counsel and "qualified persons" (as such term is defined in NI 43-101) to participate in one or more due diligence sessions to be held prior to each Closing Time.

(x) Closing Conditions. The Company will fulfil or cause to be fulfilled, at or prior to the Closing Date, the applicable conditions set out in Section 6 thereof.

(xi) Other Filings. The Company will make all necessary filings, obtain all necessary regulatory consents and approvals (if any) and the Company will pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement.

Prospectus Covenants

(xii) Prior to the applicable Closing Time, the Company will allow the Underwriters to participate fully in the preparation of the Offering Documents (other than material filed prior to the date hereof and incorporated by reference therein).

(xiii) The Company has prepared and will as soon as practicable after the execution of this Agreement and in any event no later than 10:30 p.m. (Toronto time) on the day of the execution and delivery of this Agreement, file the Prospectus Supplement, including copies of any Documents Incorporated by Reference, with the Securities Regulators and will have taken all other steps and proceedings that may be necessary in respect of the proposed distribution of the Offered Shares.

(xiv) Delivery of the Prospectus will be satisfied in accordance with the "access equals delivery" provisions contained in Part 2A of NI 41-101 and the Underwriters and the Company shall satisfy any request for electronic or paper copies of the Prospectus in accordance with the requirements of NI 41-101, without charge.

(xv) If requested by the Underwriters, the Company will deliver without charge as soon as practicable but in any event on the next Business Day after filing of the Prospectus Supplement and thereafter from time to time as requested by the Underwriters, as many commercial copies of the applicable Offering Documents (and any Supplementary Material) and the U.S. Private Placement Memorandum as they may reasonably request for the purposes contemplated hereunder and contemplated by Applicable Securities Laws and each such delivery of the Offering Documents and the U.S. Private Placement Memorandum will have constituted and shall constitute the consent of the Company to the use of such documents by the Underwriters in connection with the distribution of the Offered Shares, subject to the Underwriters complying with the provisions of Applicable Securities Laws and the provisions of this Agreement.

(xvi) Each delivery of the Offering Documents, U.S. Private Placement Memorandum, and any U.S. Supplementary Material, as applicable, to the Underwriters by the Company in accordance with this Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents, U.S. Private Placement Memorandum, or U.S. Supplementary Material, as applicable), at the respective date of such document:

(I) the information and statements contained in each of the Offering Documents (including, for greater certainty, the Documents Incorporated by Reference therein): (i) are true and correct and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Offered Shares and the Company;

(II) no material fact has been omitted from any of the Offering Documents that is required to be stated in the document or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made;

(III) each of the Offering Documents complies in all material respects with Canadian Securities Laws; and

(IV) each of the U.S. Private Placement Memorandum and any U.S. Supplementary Material complies in all material respects with applicable U.S. Securities Laws.

(xvii) If during the Distribution Period there shall be any change in Canadian Securities Laws which, in the opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Company covenants and agrees with the Underwriters that it shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Regulators where such filing is required.

(xviii) The Company shall cause to be delivered to the Underwriters, concurrently with the filing of the Prospectus Supplement and any Supplementary Material, a comfort letter dated within two Business Days of the date thereof from MNP LLP, the auditors of the Company and addressed to the Underwriters and to the directors of the Company, in form and substance reasonably satisfactory to the Underwriters, relating to the verification of the financial information and accounting data and other numerical data of a financial nature contained therein and matters involving changes or developments since the respective dates as of which specified financial information is given therein, to a date not more than two Business Days prior to the date of such letter.

(xix) As soon as practicable after the execution of this Agreement, the Company shall cause to be delivered to the Underwriters all copies of correspondence indicating that the application

for listing and posting for trading on the TSX of the Offered Shares has been requested by the Company.

Notifications

(xx) During the Distribution Period, the Company will notify the Underwriters promptly:

(I) when any supplement to the Offering Documents shall have been filed;

(II) of any request by any Securities Regulator to amend or supplement the Prospectus or for additional information;

(III) of the suspension of the qualification of the Offered Shares or the Option for offering, sale, grant or issuance in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose;

(IV) of the receipt by the Company of any material communication, whether written or oral, from any Securities Regulator, the TSX or any other competent authority, relating to the Prospectus or the distribution of the Offered Shares;

(V) of any notice or other correspondence received by the Company from any regulatory or governmental body and any requests from such bodies for information, a meeting or a hearing relating to the Company, the Offering, the issue and sale of the Offered Shares or any other event or state of affairs, that the Company reasonably believes could have a Material Adverse Effect; and

(VI) of the issuance by any Securities Regulator or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Company, or of the institution or, to the knowledge of the Company, threatening of any proceeding for any such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Company and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

(xxi) During the Distribution Period, the Company covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:

(I) any material change (actual, anticipated, contemplated or threatened) in respect of the Company considered on a consolidated basis;

(II) any material fact in respect of the Company which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents or the U.S. Private Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of such documents;

(III) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents or the U.S. Private Placement Memorandum which fact or change is, or may be, of such a nature as to render any statement in such Offering Document or U.S. Private Placement Memorandum misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or the U.S. Private Placement Memorandum or which would

result in any of the Offering Documents or the U.S. Private Placement Memorandum not complying (to the extent that such compliance is required) with Applicable Securities Laws; and

(IV) any breach of any covenant of this Agreement or any Offering Documents or the U.S. Private Placement Memorandum by the Company, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement or any Offering Document or the U.S. Private Placement Memorandum is or has become untrue or inaccurate in any material respect;

and the Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters with respect to the form and content thereof. The Company shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section.

(xxii) The Company will in good faith discuss with the Underwriters as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding Section 1(a)(xxi).

(b) Covenants of the Underwriters. Each of the Underwriters covenants with the Company:

(i) that it will conduct all activities in connection with the Offering in compliance with Applicable Securities Laws and all other laws applicable to the Underwriters;

(ii) that in connection with offers for sale pursuant to this Agreement it makes the representations, warranties and covenants applicable to it in Schedule "A" hereto and agrees to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule "A" hereto;

(iii) that it will not, directly or indirectly, sell or solicit offers to purchase the Offered Shares or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration or filing of a prospectus with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Company (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority in, any jurisdiction (other than the filing of the Prospectus Supplement in the Qualifying Jurisdictions);

(iv) that it will not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents; and

(v) that it will use all commercially reasonable efforts to complete and to cause the members of the Selling Group to complete the distribution of the Offered Shares as soon as practicable.

(i) during the distribution of the Offered Shares, the Company and the Underwriters shall approve in writing, prior to such time Marketing Materials are provided to potential investors, any Marketing Materials reasonably requested to be provided by the Underwriters to any potential investor of Offered Shares, such Marketing Materials to comply with Canadian Securities Laws. The Company shall file a template version of such Marketing Materials with the Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Company and the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Underwriters' authority to use such Marketing Materials in connection with the Offering. The Company and the Underwriters may agree that any comparables shall be redacted from the template version in accordance with NI 44-101 and NI 44-102 prior to filing such template version with the Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Regulators by the Company;

(ii) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Company with the Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and

(iii) not to provide any potential investor with any Marketing Materials other than: (a) such Marketing Materials (including but not limited to the Marketing Document) that have been approved and filed in accordance with this Section; (b) the Prospectus, the U.S. Private Placement Memorandum and any Supplementary Material, if applicable; and (c) any standard term sheets approved in writing by the Company and the Underwriters.

(d) The Underwriters shall notify the Company when, in their opinion, the Underwriters and Selling Group have ceased distribution of the Offered Shares and, if required for regulatory compliance purposes, provide a breakdown of the number of Offered Shares distributed and proceeds received in each of the Qualifying Jurisdictions.

Press Releases.

(a) The Company agrees that it shall obtain prior approval of the Underwriters as to the content and form of any press release relating to the Offering, such approval not to be unreasonably delayed. In addition, if required by Applicable Securities Laws, any press release announcing or otherwise referring to the Offering shall include a prominent notation on the top of the first page as follows:

"Not for distribution to United States newswire services or for dissemination in the United States."

The Underwriters will have the right to disseminate the pre-approved press release to such Canadian news services as they see fit, provided that they comply with the preceding sentence.

Representations and Warranties of the Company.

The Company represents and warrants to each of the Underwriters and acknowledges that each of the Underwriters is relying upon such representations and warranties in purchasing the Offered Shares and entering into this Agreement, that:

(a) Good Standing of the Company. The Company: (i) has been duly incorporated under the Act and is up-to-date in all material corporate filings and in good standing under the Act; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Shares, grant the Option, and to enter into and carry out its obligations under this Agreement.

(b) Ownership of Subsidiaries. The Subsidiaries are the only subsidiaries of the Company. The Company wholly-owns all of the issued and outstanding shares in the capital of the Subsidiaries free and clear of all encumbrances and the Company is entitled to the full beneficial ownership of all shares in the Subsidiaries. All of such shares in the capital of the Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares free and clear of any liens. None of the outstanding securities of any Subsidiaries were issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiaries. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer or otherwise dispose of any securities of any Subsidiary.

(c) Good Standing of Subsidiaries. Each of the Subsidiaries: (i) has been duly incorporated in its jurisdiction of incorporation and is up-to-date in all material corporate filings and in good standing under the laws of such jurisdiction, (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets, respectively; and (iii) is duly qualified to transact business in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.

(d) No Proceedings for Dissolution. No acts or proceedings have been taken, instituted or, are pending for the dissolution or liquidation of the Company or the Subsidiaries.

(e) Share Capital. The authorized capital of the Company consists of an unlimited number of Common Shares of which, as of the close of business on March 19, 2025, 216,216,898 Common Shares were outstanding as fully paid and non-assessable shares of the Company.

(f) Stock Exchange Listing, Filings and Fees. The currently issued and outstanding Common Shares are listed and posted for trading on the TSX. The Company is currently in compliance with the rules and regulations of the TSX and all material filings and fees required to be made and paid by the Company pursuant to Applicable Securities Laws and general corporate law have been made and paid.

(g) No Cease Trade or Action to Delist. No order ceasing or suspending trading in the securities of the Company or prohibiting the sale of the Offered Shares has been issued and no proceedings for such purpose has been threatened or, to the knowledge of the Company, are pending. The Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX.

(h) No Voting Agreements. Other than the Investor Rights Agreement, the Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company or its Subsidiaries.

(i) Dividends. There is not, in the constating documents, articles or in any other Material Agreement, or other instrument or document to which the Company is a party, any restriction upon or

impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of the Common Shares.

(j) Reporting Issuer Status. The Company is a “reporting issuer” not included in a list of defaulting reporting issuers maintained by the Securities Regulators in each of the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Company has at all times complied in all material respects with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Regulators in each of the Qualifying Jurisdictions.

(k) Offered Shares Validly Issued. The Offered Shares to be issued and sold as hereinbefore described have been duly and validly authorized for issuance and upon issuance, delivery and payment therefor, will be validly issued. The Offered Shares will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Company.

(l) Transfer Agent. The Transfer Agent at its principal office in Toronto, Ontario has been duly appointed as the registrar and transfer agent in respect of the Common Shares.

(m) Absence of Rights. Other than in respect of: (i) 3,609,098 outstanding stock options; (ii) 428,590 performance share units; (iii) the Concurrent Private Placement; (iv) the Offering; and (v) any exercise by Agnico Eagle of its existing participation rights pursuant to the Investor Rights Agreement in connection with the Offering and the Concurrent Private Placement, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company.

(n) Corporate Actions. All necessary corporate action has been taken by the Company so as to: (i) authorize the execution, delivery and performance of this Agreement; (ii) validly issue the Offered Shares as fully paid and non-assessable Common Shares; and (iii) grant the Option.

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

(p) Necessary Consents and Approvals. At the respective closing dates, all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement, the issuance, sale and delivery of the Offered Shares, the grant of the Option and the consummation of the transactions contemplated hereby shall have been made or obtained, as applicable, other than such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws in connection therewith.

(q) Prospectus Eligibility. The Company is eligible to file a short form prospectus in each of the Qualifying Jurisdictions pursuant to Canadian Securities Laws and on the date of and upon filing of the Prospectus Supplement there will be no documents required to be filed under applicable Canadian Securities Laws in connection with the Offering that will not have been filed as required.

(r) No Order Restricting of Use of Prospectus. To the knowledge of the Company, no securities commission, stock exchange or comparable authority has issued any order restricting, preventing or suspending the use or effectiveness of the Prospectus or preventing the distribution of the Offered Shares in any Qualifying Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Company, no such proceedings are pending or contemplated.

(s) Filing of Prospectuses. Each of the Base Shelf Prospectus and the Prospectus Supplement, and the U.S. Private Placement Memorandum, and the execution and filing of each of the Base Shelf Prospectus and the Prospectus Supplement with the Securities Regulators, have or will be duly approved and authorized by all necessary action by the Company, and the Prospectus Supplement will be duly executed and filed by and on behalf of the Company.

(t) Prospectus Compliance. Each of the Base Shelf Prospectus, the Prospectus Supplement and any Supplementary Material comply or will comply, as the case may be, in all material respects with the Canadian Securities Laws and, at the time of delivery of the Offered Shares to the Underwriters, the Prospectus will comply in all material respects with the Canadian Securities Laws.

(u) Forward-Looking Information. With respect to forward-looking information contained in the Offering Documents:

(i) the Company had a reasonable basis for the forward-looking information at the time the disclosure was made;

(ii) all forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information, identify material risk factors that could cause actual results to differ materially from the forward-looking information, and state the material factors or assumptions used to develop the forward-looking information; and

(iii) the future-oriented financial information or financial outlook contained therein is limited to a period for which the information can be reasonably estimated.

(v) Continuous Disclosure. The Company is in compliance in all material respects with its timely and continuous disclosure obligations under Canadian Securities Laws, including insider reporting obligations, and, without limiting the generality of the foregoing, there has been no material change that has occurred since November 30, 2024 which has not been publicly disclosed. The information and statements in the Public Disclosure Documents were true and correct in all material respects as of the respective dates of such information and statements and at the time any such documents were filed on SEDAR+ and, except as may have been corrected by subsequent disclosure, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading. The Company has not filed any confidential material change reports which remain confidential as at the date hereof. To the knowledge of the Company, there are no circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous provisions under Canadian Securities Laws in the other Qualifying Jurisdictions.

(w) Financial Statements. The Financial Statements: (i) have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved or as noted therein, and comply as to form in all material respects with applicable accounting requirements of Canadian Securities Laws, (ii) are, in all material respects, consistent with the books and records of the Company, (iii) contain and reflect all material adjustments for the fair presentation of the results of operations and the financial condition of the business of the Company for the periods covered thereby, (iv) present fairly, in all material respects, the financial conditions of the Company as at the date thereof, on a consolidated basis, and the results of its operations and the changes in its financial position for the

periods then ended, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company, and (vi) do not omit to state any material fact that is required by generally accepted accounting principles or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading, respectively.

(x) Off-Balance Sheet Arrangements and Liabilities. There are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company which are required to be disclosed and are not disclosed or reflected in the Financial Statements and the Company does not have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements.

(y) Accounting Policies. There has been no change in accounting policies or practices of the Company since November 30, 2024, other than as required by IFRS and as disclosed in the Financial Statements.

(z) Accounting Controls. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that in all material respects: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures and internal control over financial reporting on a consolidated basis as those terms are defined in NI 52-109, and as at November 30, 2024, such controls were effective. Since the end of the Company's most recent audited fiscal year, the Company is not aware of any material weakness in the Company's internal control over financial reporting (whether or not remediated) or change in the Company's internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

(aa) Independent Auditors. The auditors of the Company who audited the Financial Statements are independent public accountants as required by Canadian Securities Laws and there has not been any "reportable event" (within the meaning of NI 51-102) with respect to the present auditors of the Company.

(bb) No Material Changes. Since November 30, 2024:

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

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

(iii) the Company and each Subsidiaries has carried on its business in the ordinary course.

(cc) Purchases and Sales. The Company has not approved, is not contemplating and has not entered into any agreement in respect of, nor has any knowledge of (in the case of proposed or planned dispositions of shares by any shareholder, shall refer to actual knowledge without independent investigation):

(i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise;

(ii) the change of control, by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or otherwise, of the Company or its Subsidiaries; or

(iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Company.

(dd) Material Compliance with Laws. Each of the Company and the Subsidiaries is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carry on business to enable their business to be carried on as now conducted and proposed to be conducted and its properties and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and its has not received a notice of non-compliance, nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of noncompliance with any such laws, regulations or permits which could have a Material Adverse Effect and will at the applicable Closing Time be valid, subsisting and in good standing.

(ee) Material Agreements. With respect to the Material Agreements:

(i) all of the Material Agreements are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof;

(ii) the Company and the Subsidiaries have performed all material obligations (including payment obligations) in a timely manner under, and are in compliance with all terms, conditions and covenants contained in each Material Agreement that could have a material impact on the Company or its Subsidiaries; and

(iii) to the knowledge of the Company, no other party is in breach, violation or default of any term under any Material Agreement.

(ff) No Indebtedness. The Company has no outstanding indebtedness or liabilities and is not a party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any person.

(gg) No Default or Breach. The Company is not in breach or default of, and the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, and the issue and sale of the Offered Shares and the grant of the Option, do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (A) any statute, rule or regulation applicable to the Company, including Applicable Securities Laws; (B) the constating documents, articles or resolutions of the Company which are in effect at the date of hereof; (C) any Material Agreement; or (D) any judgment, decree or order binding the Company or the properties or assets of the Company.

(hh) No Restrictions to Compete. The Company is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company to compete in any line of business, transfer or move any of its assets or operations.

(ii) No Actions or Proceedings. There are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company or the Subsidiaries) threatened against or

affecting or, to the knowledge of the Company, pending against the Company or the Subsidiaries at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign. The Company is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will have a Material Adverse Effect.

(jj) Anti-Bribery and Anti-Corruption Laws

Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada's Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (A) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (B) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or the Subsidiaries, or a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

(kk) OFAC Requirements

The Company has not been, nor to the knowledge of the Company, has any director, officer, agent, employee, affiliate or person acting on behalf of the Company been or is currently subject to any United States sanctions administered by the OFAC; and the Company will not directly or indirectly use any proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to the Company or to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States administered by OFAC.

(ll) Material Property and Mining Rights

The Material Property is the only mineral project which the Company considers material to the business of the Company and:

(i) the Company and the Subsidiaries are the absolute legal and beneficial owners of and have good and marketable title to all of the material assets of the Company and the Subsidiaries, including the Material Property and all of Mining Rights thereof, all of which are valid and in good standing, free of encumbrances, except as disclosed in the Prospectus. Except as disclosed in the Prospectus, no other Mining Rights are necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted or contemplated to be conducted and the Company knows of no claim or basis for any claim that might or could adversely affect the right of the Company or the Subsidiaries to use, transfer, access or otherwise exploit such Mining Rights. Except as disclosed in the Prospectus, the Company and the Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof;

(ii) the Company and the Subsidiaries hold the Mining Rights under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Subsidiaries to access, explore and exploit the mineral deposits relating thereto as are appropriate in view of their respective rights and interests therein; all such Mining Rights have been validly located and recorded accordance with all applicable laws and are valid, in full force and effect, enforceable in accordance with their respective terms and neither the Company nor any Subsidiary is in default of any of the material provisions of any such agreements, including failure to fulfill any payment or work obligation thereunder, nor has any such default been alleged;

(iii) there are no restrictions imposed by any applicable law or by agreement which materially conflict with the proposed development, operation (including, but not limited to, in respect of commercial production related mining activities), and maintenance of the Material Property;

(iv) neither the Company nor any Subsidiary has received written notice of any claims for construction liens or other liens, charges, encumbrances, security interests or adverse claims with respect to work or services performed or materials supplied to, on or in connection with the Material Property other than liens or encumbrances imposed in the ordinary course of business;

(v) all rentals, payment and obligations (including but not limited to maintenance for the Mining Rights), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the Material Property have been properly and timely paid; and

(vi) all: (i) mines and mining related activities where the Company or any of the Subsidiaries is operator have been developed and operated (including, but not limited, in respect of commercial production related mining activities) in accordance with good mining practices and in compliance in all material respects with all applicable laws; and (ii) mines located in or on the lands of the Company or any of the Subsidiaries or lands pooled or unitized therewith, which have been abandoned by the Company or a Subsidiary have in all material respects been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable laws.

(mm) Possession of Permits and Authorizations. The Company and the Subsidiaries have all material permits, certificates, licences, approvals, consents and other authorizations (collectively, the "Permits") issued by the appropriate federal, provincial, regional, state, local or foreign regulatory agencies or bodies necessary to carry on the business of the Company and the Subsidiaries as it is currently conducted and the Company expects any additional Permits that are required to carry out its and the Subsidiaries' planned business activities to be obtained in the ordinary course. The Company and the Subsidiaries are, and will be, in compliance with the terms and conditions of all such Permits except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. All of the Permits issued to date are valid and in full force and effect. Neither the Company nor the Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Permits or any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted.

(nn) No Asset Impairment. The Company has undertaken an asset analysis in respect of the Material Property, including all estimates of the mineral reserves and mineral resources reported thereon and has not found any material asset impairment and does not anticipate making any write downs in respect of the Material Property, or any parts thereof.

(oo) Environmental Matters. With respect to the Mineral Properties:

(i) there has not been a material breach of any applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the "Environmental Laws");

(ii) all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the "Environmental Permits") necessary as at the date hereof for the operation of the business currently carried on have been obtained or have been applied for and the Company expects any additional Environmental Permits that are required to carry out the planned business activities for the next 12 months on the Mineral Properties to be obtained in the ordinary course, and each Environmental Permit is valid, subsisting and in good standing and there are no material defaults or breaches of any Environmental Permits and no proceeding has been threatened, or to the knowledge of the Company, is pending to revoke or limit any Environmental Permit;

(iii) there has not been any material breach of Environmental Laws and Environmental Permits, on any property or facility owned or leased or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance, and no conditions exist at, on or under any property now or previously owned, operated or leased which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Laws, individually or in the aggregate, that has or may reasonably be expected to have a Material Adverse Effect;

(iv) there have been no material claims, complaints, notices of, or prosecutions for an offence alleging, non-compliance with any Environmental Laws, and there have been no settlements of any allegation of non-compliance short of prosecution and there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made or any notice of same;

(v) except as ordinarily or customarily required by applicable permit, no notice has been received by the Company or its Subsidiaries, and to the knowledge of the Company, no notice has been issued alleging or stating that any party is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws;

(vi) all mining related activities, exploration, development and other actions and operations have been conducted by the Company and the Subsidiaries in all material respects in accordance with good mining, exploration and engineering practices and all applicable laws including material workers' compensation and health and safety and workplace laws, mining laws, regulations and policies; and

(vii) there are no material ongoing environmental audits, evaluations, assessments, studies or tests being conducted except for ongoing audits, evaluations, assessments, studies or tests being conducted in the ordinary course.

(pp) No Aboriginal or Native Claims. There are no material claims or actions with respect to aboriginal or native rights currently threatened or, to the knowledge of the Company, after due enquiry, pending with respect to the Mineral Properties. The Company is not aware of any material land entitlement claims or aboriginal land claims having been asserted or any legal actions relating to

aboriginal or community issues having been instituted with respect to the Mineral Properties, and no material dispute in respect of the Mineral Properties with any local or aboriginal or native group exists or, to the knowledge of the Company, is threatened or imminent with respect to the Mineral Properties or any activities thereon.

(qq) Community Relationships, Artisanal Miners. The Company and the Subsidiaries maintain good relationships with the communities and persons affected by or located on the Mineral Properties in all material respects, and there are no material complaints, issues, proceedings, or discussions, which are ongoing or anticipated which could have the effect of interfering, delaying or impairing the ability to explore, develop and operate the Material Property, and the Company and the Subsidiaries have agreements in place in respect of the artisanal mining activity occurring on the Mineral Properties and do not anticipate any material issues or liabilities to arise that would adversely affect the ability to explore, develop and operate the Material Property.

(rr) Government Relationships. The Company and the Subsidiaries maintain a good working relationship with all Governmental Authorities in the jurisdiction in which the Mineral Properties are located, or in which such parties otherwise carry on their business or operations. All such government relationships are intact and mutually cooperative and, to the knowledge of the Company, there exists no condition or state of fact or circumstances in respect thereof, that would prevent the Company or the Subsidiaries from conducting its business and all activities in connection with the Material Property as currently conducted or proposed to be conducted and there exists no actual or, to the knowledge of the Company, threatened termination, limitation, modification or material change in the working relationship with any Governmental Authorities.

(ss) No Expropriation. No part of the Material Property, Mining Rights or Permits have been taken, revoked, condemned or expropriated by any Governmental Authority nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Company, been commenced, threatened or is pending, nor does the Company have any knowledge of the intent or proposal to give such notice or commence any such proceedings.

(tt) No Work Stoppage or Interruptions. There has not been in the last two years and there is not currently any actions, proceedings, inquiries, disruptions, protests, blockades or initiatives by non-governmental organizations, activist groups or similar entities or persons, that are ongoing or anticipated which did or could materially adversely affect the ability to explore, develop and operate the Material Property.

(uu) Technical Report. The Company is in material compliance with the provisions of NI 43-101 and has filed all technical reports in respect of the Material Property required thereby. The Technical Report remains current as at the date hereof and complies in all material respects with the requirements of NI 43-101 and there is no new material scientific or technical information concerning the Material Property that would require a new technical report in respect thereof to be issued under NI 43-101. The estimates of the mineral resources and mineral reserves of the Material Property as disclosed by the Company and as provided for in the Technical Report have been prepared in accordance with Canadian industry standards set forth in NI 43-101; and the method of estimating the mineral resources and mineral reserves has been verified by mining experts who are "qualified persons" (within the meaning of NI 43-101) and the information upon which the estimates of mineral resources and mineral reserves were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof.

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

prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Applicable Securities Laws.

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

(xx) Labour/Employment Matters. No material labour dispute, complaint, grievance or other conflict with the employees of the Company or the Subsidiaries currently exists or is pending, or to the knowledge of the Company is threatened or pending. No union representation question exists respecting the employees of the Company or the Subsidiaries and no collective bargaining agreement is in place or currently being negotiated by the Company or the Subsidiaries. The Company and Subsidiaries are currently in material compliance with all laws and regulations respecting employment and employment practices, workers' compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding orders of a material nature against either of them under applicable workers' compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material claim.

(yy) Taxes. (i) All material taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by the Company and the Subsidiaries have been paid; (ii) all material tax returns, declarations, remittances and filings required to be filed by the Company and the Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading; and (iii) to the knowledge of the Company, no material examination of any tax return of the Company or the Subsidiaries is currently in progress and there are no material issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Company or the Subsidiaries.

(zz) Leased Premises. With respect to each of the Leased Premises, the Company and the Subsidiaries occupy the Leased Premises and each has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company and the Subsidiaries occupy the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company, will not afford any of the parties to such leases or any other person the right to terminate such lease or result in any additional or more onerous obligations under such leases.

(aaa) Insurance. The Company and the Subsidiaries maintain insurance against such losses, risks and damages to their properties and assets in such amounts that are customary for the business in which they are engaged and on a basis consistent with reasonably prudent persons in comparable businesses, and all of the policies in respect of such insurance coverage are in good standing, in full force and effect in all respects and not in default. Each of the Company and the Subsidiaries is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Company or the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse

Effect, and neither the Company nor any of the Subsidiaries has failed to promptly give any notice of any material claim thereunder.

(bbb) Related Parties. Except as disclosed in the Prospectus, none of the current directors, officers or employees of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Company, which, as the case may be, materially affected, is material to or is reasonably expected to materially affect the Company and the Subsidiaries on a consolidated basis.

(ccc) No Loans. The Company is not a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at "arm's length" with the Company.

(ddd) Directors and Officers. None of the current or proposed directors or officers of the Company are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange.

(eee) Shareholder Approvals. There is no requirement under any agreement or applicable laws (including Applicable Securities Laws) or otherwise, for the Company to obtain the approval of its shareholders to complete the Offering.

(fff) Significant Acquisitions. The Company has not completed any "significant acquisition" or "significant disposition", nor is it proposing any "probable acquisitions" (as such terms are used in NI 44-101) that would require the inclusion of any additional financial statements or pro forma financial statements in the Offering Documents pursuant to Canadian Securities Laws;

(ggg) Entitlement to Proceeds. Other than the Company (and the Underwriters in respect of the Commission and the Underwriters' Expenses), there is no person that is or will be entitled to the proceeds of the Offering under the terms of any Material Agreement, or other instrument or document (written or unwritten).

(hhh) Fees and Commissions. Other than the Underwriters (or any members of the Selling Group) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering.

(iii) Minute Books. The minute books and records of the Company and the Subsidiaries which the Company has made available to the Underwriters and their counsel, Cassels Brock & Blackwell LLP in connection with their due diligence investigation of the Company and the Subsidiaries are all of the minute books and all of the records of the Company and the Subsidiaries for such period and contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors, and are complete in all material respects.

(jjj) Full Disclosure. All information which has been prepared by the Company relating to the Company, the Subsidiaries and their businesses, properties and liabilities and provided to the Underwriters including all financial, marketing, sales, operational information, as well as disclosure and information relating to the construction and development of the Material Property provided to the Underwriters is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading.

Representations and Warranties of the Underwriters.

Each of the Underwriters hereby represents and warrants to the Company and acknowledges that the Company is relying upon such representations and warranties, that:

(a) such Underwriter and its affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Shares in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Offered Shares whose attendees have been invited by any general solicitation or general advertising (other than the filing of the Prospectus Supplement in the Qualifying Jurisdictions); and

(b) such Underwriter is duly registered pursuant to the provisions of Canadian Securities Laws, and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, such Underwriter will act only through members of a Selling Group who are so registered or licensed.

Closing Deliveries.

The purchase and sale of the Offered Shares shall be completed at the applicable Closing Time electronically. At each applicable Closing Time, the Company shall duly and validly deliver to the Underwriters the Offered Shares by way of electronic deposit in CDS or physical certificates as directed by the Underwriters (it being understood that all Offered Shares resold by the Underwriters pursuant to Rule 144A under the U.S. Securities Act will not contain any restrictive legends) and all the documents set out in Section 6, against payment of the net proceeds from the Offering by wire transfer to the Company.

Closing Conditions.

The Underwriters' obligation to purchase the Offered Shares shall be conditional upon the fulfilment at or before the applicable Closing Time of the following conditions:

(a) Regulatory Approval. The Offering and listing of the Offered Shares will have been conditionally approved by the TSX, the Offered Shares will commence trading on the TSX at the opening of trading on the Closing Date in respect of the Offered Shares and the Underwriters shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities required to be obtained by the Company in order to complete the Offering have been made or obtained.

(b) Board Approval. The board of directors of the Company will have authorized and approved this Agreement and the sale and issuance of the Offered Shares, the grant of the Option and all matters relating to the foregoing.

(c) Factual Certificate. The Underwriters shall have received at the applicable Closing Time, a certificate dated the Closing Date signed by appropriate officers of the Company addressed to the Underwriters and their counsel, with respect to the notice of articles and articles of the Company, all resolutions of the Company's board of directors relating to this Agreement and the transactions contemplated hereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Underwriters may reasonably request.

(d) Delivery of Offering Documents. The Company shall have delivered to the Underwriters without charge and in such numbers as the Underwriters may reasonably request, on the next Business Day after the filing of the Prospectus Supplement, or such later time as may be agreed upon by the Company and the Underwriters, in such cities as the Underwriters may reasonably request, the

reasonable requirements of conformed commercial copies of the Offering Documents, the U.S. Private Placement Memorandum and any U.S. Supplementary Material, if applicable.

(e) Certificates of Compliance. The Underwriters shall have received a certificate of compliance or similar certificate with respect to the jurisdiction in which the Company and the Subsidiaries are incorporated dated as of the Closing Date.

(f) Bring-Down Certificate. The Underwriters shall have received a certificate, dated as of the Closing Date signed by the Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the actual knowledge of the persons signing such certificate, after having made reasonable inquiries, that:

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

(ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Company or any of the Subsidiaries on a consolidated basis since the date hereof which has not been generally disclosed;

(iii) no material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Company or any of the Subsidiaries on a consolidated basis, except for the Offering, has occurred with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis;

(iv) the Company has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the applicable Closing Time; and

(v) the representations and warranties of the Company contained in this Agreement are true and correct as of the applicable Closing Time with the same force and effect as if made at and as of the applicable Closing Time after giving effect to the transactions contemplated by this Agreement.

(g) Corporate and Securities Laws Opinion. The Underwriters shall have received favourable legal opinions addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters, dated the Closing Date from Blake, Cassels & Graydon LLP, counsel to the Company and where appropriate, counsel in the other applicable Qualifying Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:

(i) as to the incorporation and subsistence of the Company under the provincial laws of British Columbia and as to the Company having the requisite corporate power and capacity under the provincial laws of British Columbia to carry on its business as presently carried on and to own its properties and assets;

(ii) as to the Company being a "reporting issuer" not on the list of defaulting reporting issuers maintained pursuant to Canadian Securities Laws in the Qualifying Jurisdictions;

(iii) as to the authorized and issued capital of the Company;

(iv) as to the corporate power and authority of the Company to carry out its obligations under this Agreement;

(v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, this Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms;

(vi) all necessary corporate action has been taken by the Company to authorize (i) the execution and delivery of each of the Offering Documents, as applicable, and the filing thereof with the Securities Regulators, and (ii) the delivery of the U.S. Private Placement Memorandum;

(vii) the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any term or provision of the notice of articles or articles of the Company, the Act or Canadian Securities Laws;

(viii) the Offered Shares issued on the Closing have been validly issued as fully paid and non-assessable Common Shares;

(ix) the Offered Shares issuable on exercise of the Option have been duly and validly authorized, allotted and reserved for issuance and upon exercise of the Option and receipt of payment of the consideration therefor, such Offered Shares will be validly issued as fully paid and non-assessable shares in the capital of the Company;

(x) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Company to qualify the distribution or distribution to the public of the Offered Shares in each of the Qualifying Jurisdictions through persons who are registered under the Canadian Securities Laws in the Qualifying Jurisdictions and who have complied with the relevant provisions of the Canadian Securities Laws in the Qualifying Jurisdictions;

(xi) subject only to the standard listing conditions, the Offered Shares have been conditionally approved for listing on the TSX;

(xii) subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set forth in the Prospectus Supplement under the captions "Certain Canadian Federal Income Tax Considerations" and "Eligibility for Investment", insofar as such statements constitute statements of law, provide an accurate summary of the matters of Canadian federal income tax law addressed therein in all material respects; and

(xiii) such other matters as the Underwriters or their counsel may reasonably request.

(h) Subsidiary Corporate Opinions. The Underwriters shall have received a favourable legal opinion in respect of the Subsidiaries in form and substance satisfactory to the Underwriters, dated as of the Closing Date with respect to the following: (i) the incorporation and existence under the laws of its jurisdiction of incorporation; (ii) as to the authorized and issued share capital and the holders of the issued and outstanding shares; and (iii) the requisite corporate power and capacity under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own its properties.

(i) U.S. Securities Opinion. If any Offered Shares are sold in the United States pursuant to this Agreement, including Schedule "A" to this Agreement, the Underwriters shall have received a favourable legal opinion to be delivered by Paul, Weiss, Rifkind, Wharton & Garrison LLP, special United States counsel to the Company, in form and substance reasonably satisfactory to the Underwriters, dated as of the Closing Date to the effect that no registration of the Offered Shares is required under the U.S. Securities Act.

(j) Title Opinion. The Underwriters shall have received a favourable title opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, dated as of the Closing Date as to the title and ownership interest in the Material Property;

(k) Transfer Agent Certificate. The Underwriters shall have received a certificate from the Transfer Agent: (i) as to its appointment as transfer agent and registrar of the Common Shares; and (ii) as to the issued and outstanding Common Shares as at the close of business on the day prior to the Closing Date.

(l) Lock-Up Agreements. The Underwriters shall have received lock-up agreements dated as of the Closing Date pursuant to Section 1(a)(vii) in favour of the Underwriters, in a form as agreed upon between the Underwriters and the Company.

(m) Bring-Down Comfort Letter. The Company will have caused MNP LLP, the auditors of the Company to deliver an update of its letter referred to in Section 1(a)(viii) above with such changes as may be necessary to bring the information in such letter forward to within two business days of the Closing Date which changes shall be acceptable to the Underwriters, acting reasonably;

(n) Further Matters. The Company will deliver such further certificates and other documentation as may be contemplated by this Agreement or as the Underwriters or their counsel may reasonably require.

Option Closing.

(a) If the Underwriters elect to exercise the Option, the Underwriters shall provide written notice (the "Exercise Notice") to the Company not later than the 30th day after the Closing Date, which Exercise Notice shall specify the number of Offered Shares to be purchased by the Underwriters and the date on which such Offered Shares are to be purchased (the "Option Closing Date"). Pursuant to the Exercise Notice, the Underwriters shall purchase and the Company shall deliver and sell, the number of Offered Shares indicated in such notice, in accordance with the provisions of this Agreement.

(b) The Exercise Notice shall be at least two Business Days, but not more than five Business Days, prior to the Option Closing Date. The purchase and sale of the Offered Shares issuable under the Option, if required, shall be completed at 8:00 a.m. (Toronto time) on the Option Closing Date at such place as the Underwriters and the Company may agree.

(c) At the closing of the Option, subject to the terms and conditions contained in this Agreement, the Company shall deliver to the Underwriters the Offered Shares issuable pursuant to the exercise of the Option, in electronic or certificated form, registered as directed by the Underwriters, against payment to the Company by the Underwriters of the aggregate Offering Price for the Offered Shares being issued and sold by wire transfer or certified cheque, net of the Commission and the Underwriters' Expenses payable by the Company as set out in this Agreement.

(d) The applicable terms, conditions and provisions of this Agreement (including the provisions of Section 5 relating to closing deliveries) shall apply mutatis mutandis to the closing of the issuance of any Offered Shares pursuant to any exercise of the Option.

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

8. Rights of Termination.

(a) Each Underwriter shall be entitled, at its sole option, to terminate and cancel, without any liability on its part, its obligations under this Agreement, to purchase the Offered Shares by written notice to that effect given to the Company at or prior to the applicable Closing Time if:

(i) Material Change - there shall be any material change or change in a material fact, or there should be discovered any previously undisclosed material fact required to be disclosed in the Prospectus Supplement, or any amendment thereto, in each case which, in the reasonable opinion of the Underwriters (or any of them), has or would be expected to have a significant adverse effect on the market price or value of the Common Shares;

(ii) Disaster Out - (A) there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, outbreak, pandemic, disease or accident) or major financial occurrence or catastrophe, war or plague of national or international consequence or a new or change in any law or regulation shall be enacted or take effect which in the opinion of the Underwriters (or any one of them), acting reasonably, seriously adversely affects or may seriously adversely affect the financial markets or the business, operations or affairs of the Company and its Subsidiaries taken as a whole or the market price or value of the securities of the Company; or (B) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or credibly threatened in relation to the Company or any one of the officers or directors of the Company where a material wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the TSX or securities commission which involves a finding of wrong-doing that seriously adversely affects or may seriously adversely affect the business, operations or affairs of the Company and its Subsidiaries taken as a whole or the market price or value of the securities of the Company; or (C) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Company is made or threatened by a securities regulatory authority; or

(iii) Breach Out – the Company is in breach of any material term, condition or covenant of this Agreement that cannot be cured prior to the Closing Date or any material representation or warranty given by the Company in this Agreement becomes or is false and cannot be cured prior to the Closing Date.

(b) Exercise of Termination Rights. The rights of termination contained in Section 8(a) above may be exercised by an Underwriter by written notice to the Company, provided that neither the giving nor the failure to give such notice shall in any way affect such Underwriter's entitlement to exercise this right at any time through to the applicable Closing Time. If this Agreement is terminated by an Underwriter pursuant to Section 8(a) above, there shall be no further liability on the part of such Underwriter, or of the Company to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Sections 9 and 11. The right of such Underwriter to terminate its obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement.

Expenses.

Whether or not the sale of the Offered Shares shall be completed, the Company will pay all expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Shares; (ii) the reasonable fees and expenses of the Company's legal counsel; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering including the preparation and filing of this Agreement and the Prospectus Supplement; (iv) all reasonable fees and disbursements of the Underwriters' legal counsel (to a maximum of $135,000 plus disbursements and applicable taxes); and (v) all other "out-of-pocket expenses" of the Underwriters.

Survival of Representations and Warranties.

All representations and warranties, covenants and agreements herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive the purchase and sale of the Offered Shares and the termination of this Agreement until the later of: (i) the second anniversary of the Closing Date; and (ii) the latest date under Canadian Securities Laws relevant to a purchaser of any Offered Shares (non-residents of Canada being deemed to be resident in the Province of British Columbia for such purposes) that a purchaser of Offered Shares may be entitled to commence an action or exercise a right of rescission, with respect to a misrepresentation contained in the Prospectus or, if applicable, any Supplementary Material, notwithstanding such Closing or any investigation made by or on behalf of the Underwriters with respect thereto, and shall continue in full force and effect for the benefit of the Underwriters and/or the Company, as the case may be, regardless of the Closing of the Offering, any subsequent disposition of the Offered Shares and any investigation by or on behalf of the Underwriters with respect thereto. Without any limitation of the foregoing, the provisions contained in this Agreement in any way related to indemnification or contribution obligations shall survive and continue, in full force and effect, for the applicable limitation period prescribed by applicable law.

Indemnity.

(a) The Company hereby agrees to indemnify and hold the Underwriters and/or any of their respective affiliates and each of the directors, officers and employees of the Underwriters and/or the affiliates (hereinafter collectively referred to as the "Personnel") harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any third party claim that may be made against the Underwriters and/or the affiliates, to which the Underwriters and/or the affiliates and/or the Personnel may suffer, become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Company by the Underwriters and/or the affiliates and the Personnel hereunder or otherwise in connection with the matters referred to in this Agreement, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(i) the Underwriters and/or the affiliates or the Personnel have been grossly negligent or dishonest or have committed any wilful misconduct or fraudulent act in the course of such performance; or
(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, dishonesty, wilful misconduct or fraud referred to in (i).

(b) If for any reason (other than the occurrence of any of the events itemized in (i) and (ii) above), the foregoing indemnification is unavailable to the Underwriters or the affiliates or is insufficient to hold

them harmless, then the Company shall contribute to the amount paid or payable by the Underwriters, the affiliates and/or the Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Underwriters, the affiliates and/or the Personnel on the other hand but also the relative fault of the Company and the Underwriters, the affiliates and/or the Personnel, as well as any relevant equitable considerations; provided that the Company shall, in any event, contribute to the amount paid or payable by the Underwriters, the affiliates and/or the Personnel as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees and/or commissions received by the Underwriters, the affiliates and/or the Personnel hereunder pursuant to this Agreement.

(c) The Company agrees that in case any legal proceeding or investigation shall be brought against or commenced relating to the Company and/or the Underwriters, the affiliates and/or the Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, where the affiliates and any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Company by the Underwriters, the affiliates and/or the Personnel under this Agreement, the Underwriters, the affiliates and/or the Personnel shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters and/or the affiliates for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection therewith shall be paid by the Company as they occur, provided that, notwithstanding the foregoing, the Underwriters, the affiliates and/or the Personnel shall utilize the Company's counsel unless in the opinion of the Underwriters and/or the affiliates, based on the opinion of counsel, there is an actual, potential or apparent conflict between the interests of such parties and the interests of the Company such that joint representation would be inappropriate. Under no circumstances shall the Company be required to pay the fees and disbursements of more than one counsel on behalf of the Underwriters, its affiliates and their Personnel.

(d) Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters and/or the affiliates or any of the Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, the Underwriters and/or the affiliates (or any one of them) will notify the Company in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Company, will keep the Company advised of the progress thereof and will discuss with the Company all significant actions proposed. Failure of the Underwriters to notify the Company of any potential action shall relieve the Company of its obligations to indemnify the Underwriters to the extent that certain defences or courses of action are lost.

(e) The indemnity and contribution obligations of the Company shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to those of the Underwriters and/or the affiliates and the Personnel who are not signatories hereto and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Underwriters and/or the affiliates and any of the Personnel of the Underwriters and/or the affiliates. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement.

(f) With respect to any person who may be indemnified by Section 11(a) above and is not a party to this Agreement, the Underwriters shall obtain and hold the rights and benefits of this Section 11 in trust for and on behalf of such person.

(g) The Company hereby waives its right to recover contribution from the Underwriters or any other Personnel with respect to any liability of the Company solely by reason of or arising out of any misrepresentation contained in any of the Offering Documents or the Public Disclosure Documents.

12. Advertisements.

(a) The Company acknowledges that the Underwriters shall have the right, subject always to Sections 1(a), 1(c) and Section 2 of this Agreement and to prior approval by the Company, at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law, including Canadian Securities Laws. The Company and the Underwriters each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration requirements of Applicable Securities Law in jurisdictions other than Canada in which the Offered Shares shall be offered or sold not being available.

13. Commission.

(a) In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall pay the Underwriters, at the Closing Time, a cash commission (the "Commission") equal to 5.0% of the gross proceeds realized by the Company in respect of the Offering (including for certainty, on any exercise of the Option). The gross proceeds from the sale of the Offered Shares, less an amount equal to the Commission and the Underwriters' Expenses, shall be paid by the Underwriters to the Company at the Closing Time.

14. Underwriters' Obligations.

(a) Subject to the terms of this Agreement, the Underwriters' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid or to be paid for the Offered Shares:

Name of Underwriter	Position
Cormark Securities Inc.	40%
BMO Nesbitt Burns Inc.	25%
Scotia Capital Inc.	20%
Canaccord Genuity Corp.	15%
TOTAL	100.0%

(b) If any Underwriter fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be (for purposes of this Section 14, a "Defaulting Underwriter"), and the percentage of Offered Shares that have not been purchased at such time by the Defaulting Underwriter represents 10% or less of the Offered Shares at such time, then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter's portion of the Commission in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than

10% of the aggregate Offered Shares at the Closing Time or the Option Closing Time, as the case may be, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

(c) Nothing in this Agreement shall oblige the U.S. Affiliates of the Underwriters to purchase the Offered Shares. Any U.S. Affiliate who makes any offers or sales of the Offered Shares in the United States will do so solely as an agent for the Underwriters.

(d) Without affecting the firm obligation of the Underwriters to purchase 10,000,000 Offered Shares at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters have made reasonable efforts to sell all of the Offered Shares offered under the Prospectus at the Offering Price, the price payable by the purchasers may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Offering Price in compliance with Canadian Securities Laws. Such decrease in the price payable by the purchasers will decrease the Commission to be paid by the Company to the Underwriters, so that the net proceeds of the Offering to be received by the Company will not be reduced. The Underwriters will inform the Company if the price payable by the purchasers is decreased.

Notices.

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "notice") shall be in writing addressed as follows:

(a) If to the Company, to it at:

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

Attention: Graham Crew, Chief Executive Officer
Email: [email protected]

with a copy (which will not constitute delivery) to:

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

Attention: Jennifer Maxwell
Email: [email protected]

(b) If to the Underwriters, to the Lead Underwriter at:

Cormark Securities Inc.
200 Bay Street, Suite 1800
Royal Bank Plaza, North Tower
Toronto, ON M5J 2J2

Attention: Darren Wallace
Email: [email protected]

with a copy (which will not constitute delivery) to:

Cassels Brock & Blackwell LLP
Suite 3200, Bay Adelaide Centre – North Tower
40 Temperance Street
Toronto, ON M5H 0B4

Attention: Chad Accursi
Email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by electronic transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

Time of the Essence.

Time shall, in all respects, be of the essence hereof.

Canadian Dollars.

All references herein to dollar amounts are to lawful money of Canada, unless otherwise indicated.

Headings.

The headings contained herein are for convenience only and shall not affect the meaning or interpretation thereof.

Singular and Plural, etc.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

Entire Agreement.

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings including, without limitation, the engagement letter between the Company and the Lead Underwriter entered into as of March 18, 2025 in respect of the Offering. This Agreement may be amended or modified in any respect by written instrument only.

Severability.

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

Governing Law.

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

Successors and Assigns.

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others.

Further Assurances.

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

Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

Counterparts.

This Agreement may be executed in any number of counterparts and by electronic means, each of which so executed shall constitute an original and all of which taken together shall form one and the same agreement.

No Fiduciary Relationship.

The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities contemplated hereby. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters will act or be responsible as a fiduciary to the Company, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the Company's securities, either before or after the date thereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principals and not as an agents or fiduciaries of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

Market Stabilization.

In connection with the distribution of the Offered Shares, the Underwriters may effect transactions which are intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by applicable Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.

[Remainder of this page left intentionally blank. Signature pages follow.]

If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriters.

Yours truly,

CORMARK SECURITIES INC.

Per: (signed) "Darren Wallace"
Name: Darren Wallace
Title: Managing Director, Investment Banking

BMO NESBITT BURNS INC.

Per: (signed) "Ilan Bahar"
Name: Ilan Bahar
Title: Managing Director & Co-Head, Global Metals & Mining

SCOTIA CAPITAL INC.

Per: (signed) "Matthew Hind"
Name: Matthew Hind
Title: Managing Director & Head, Global Mining & Metals

CANACCORD GENUITY CORP.

Per: (signed) "Tom Jakubowski"
Name: Tom Jakubowski
Title: Managing Director, Global Head of Metals & Mining, Investment Banking

The foregoing is hereby accepted on the terms and conditions therein set forth.

DATED as of this 20th day of March, 2025.

RUPERT RESOURCES LTD.

Per: (signed) "Graham Crew"
Name: Graham Crew
Title: Chief Executive Officer

SCHEDULE “A”

This is Schedule “A” to the underwriting agreement dated as of March 20, 2025, among Rupert Resources Ltd., Cormark Securities Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc. and Canaccord Genuity Corp. (the “Underwriting Agreement”)

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Agreement to which this schedule is annexed and the following terms shall have the meanings indicated:

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

(ii) “Foreign Issuer” means a “foreign issuer” as defined in Rule 902(e) of Regulation S;

(iii) “General Solicitation” or “General Advertising” means “general solicitation” or “general advertising” as used in Rule 502(c) of Regulation D under the U.S. Securities Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, internet or similar media or broadcast over radio, internet or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

(iv) “Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act;

(v) “Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act; and

(vi) “Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, on behalf of itself and its U.S. Affiliate, acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Shares may not be offered or sold to persons in the United States, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter (on behalf of itself and its U.S. Affiliate) represents, warrants and covenants to and with the Company, as of the date hereof and as of the Closing Date and any Option Closing Date, that:

It, its affiliates (including, without limitation, its U.S. Affiliate) and any person acting on any of their behalf has not offered or sold, and will not offer or sell, any of the Offered Shares except (a) in “offshore transactions” as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S or (b) in the United States as provided in Sections 2 through 13 below. Accordingly, none of the Underwriter, its affiliates (including, without limitation, its U.S. Affiliate) or any persons acting on any of their behalf, has made or will make (except as permitted in Sections 2 through 13 below) (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States, (ii) any sale of the Offered Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or the Underwriter, its

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affiliates (including, without limitation, its U.S. Affiliate) and any person acting on any of their behalf reasonably believed that such purchaser was outside the United States, or (iii) any Directed Selling Efforts.

It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares except with its U.S. Affiliate, any Selling Group members or with the prior written consent of the Company. It shall require its U.S. Affiliate and each Selling Group member to agree, for the benefit of the Company, to comply with the same provisions of this Schedule "A" as apply to the Underwriter as if such provisions applied to such U.S. Affiliate or Selling Group member.
All offers and sales of Offered Shares in the United States by it shall be made (i) through its U.S. Affiliate which is a registered broker-dealer affiliate in compliance with all applicable U.S. broker-dealer requirements or (ii) directly by it in accordance with Rule 15a-6 under the U.S. Exchange Act.
Its U.S. Affiliate that offered or sold Offered Shares in the United States is and will be on the date of each such offer and sale duly registered as a broker or dealer under Section 15(b) of the U.S. Exchange Act and all applicable state securities laws (unless exempt from such registration requirements), and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.
It and its affiliates (including, without limitation, its U.S. Affiliate) have not, either directly or through a person acting on any of their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Any offer, sale or solicitation of an offer to buy Offered Shares that has been made or will be made in the United States was or will be made only to Qualified Institutional Buyers with which the Underwriter or its U.S. Affiliate had a pre-existing relationship and as to whom the Underwriter or its U.S. Affiliate had or have reasonable grounds to believe and do believe are Qualified Institutional Buyers in transactions that are exempt from registration under the U.S. Securities Act pursuant to Rule 144A thereunder and similar exemptions under applicable state securities laws.
Each offense of Offered Shares in the United States has been or shall be provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus. Prior to any sale of Offered Shares to a person in the United States or to a person who was offered Offered Shares in the United States, each such purchaser shall be provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus, and no other written material was used in connection with the offer or sale of the Offered Shares in the United States.
It will, either directly or through its U.S. Affiliate, inform all purchasers of the Offered Shares in the United States that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirement of the U.S. Securities Act provided by Rule 144A thereunder.
Prior to the completion of any sale of the Offered Shares to any purchaser in the United States or any purchaser offered Offered Shares in the United States, each such purchaser, or any person that is purchasing such securities for the account or benefit of a person in the United States, will be required to execute and deliver a U.S. Qualified Institutional Buyer Investment Letter in the form attached as Exhibit A to the U.S. Private Placement Memorandum containing the Prospectus.
The Underwriter and its U.S. Affiliate are Qualified Institutional Buyers.

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At the Closing Date and the Option Closing Date (if any), it, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Annex I to this Schedule "A", relating to the manner of the offer and sale of the Offered Shares in the United States or will be deemed to have represented that (i) neither it nor its U.S. Affiliate offered or sold Offered Shares in the United States, or (ii) that it offered or sold Offered Shares in the United States in compliance with Rule 15a-6 under the U.S. Exchange Act and in compliance with this Agreement, including this Schedule "A".
At least one Business Day prior to the Closing Date and Option Closing Date (if any), it will provide the Company with a list of all purchasers of the Offered Shares in the United States.
Neither it nor its affiliates (including, without limitation, its U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares.

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees, on the date hereof and on the Closing Date and any Option Closing Date, that:

The Company is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest in the Common Shares.
Except with respect to offers and sales through the Underwriters and their U.S. Affiliate to Qualified Institutional Buyers in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 144A thereunder, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Underwriters, their U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant and agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, (i) the purchaser is outside the United States or (ii) the Company, its affiliates, and any person acting on any of their behalf reasonably believe that the purchaser is outside the United States.
During the period in which the Offered Shares are offered for sale, none of it, its affiliates, or any person acting on any of their behalf (other than the Underwriters, their U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant and agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 144A thereunder, or the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 903 of Regulation S, to be unavailable for offers and sales of the Offered Shares pursuant to this Schedule "A" and the Underwriting Agreement to which this Schedule "A" is attached.
None of the Company, its affiliates or any person acting on any of their behalf (other than the Underwriters, their U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant and agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Offered Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
The Company has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with the offer and sale of the Offered Shares and cause the exemption from registration provided by Rule 144A under the U.S. Securities Act to become unavailable for the offer and sale

A-3

of the Offered Shares pursuant to this Schedule “A” and the Underwriting Agreement to which this Schedule “A” is attached.

For so long as any of the Offered Shares offered or sold pursuant to Rule 144A under the U.S. Securities Act are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and cannot be sold pursuant to Rule 144(b)(1) under the U.S. Securities Act, the Company will, if it is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act or exempt therefrom pursuant to Rule 12g3-2(b) thereunder, provide to any holder of those restricted securities, or to any prospective purchaser of those restricted securities designated by a holder, upon the request of that holder or prospective purchaser, at or prior to the time of sale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as delivery of that information is necessary in order to permit holders of the restricted securities to effect resales under Rule 144A under the U.S. Securities Act).
The Offered Shares are not, and as of the Closing Date and any Option Closing Date will not be, and no securities of the same class as the Offered Shares are or will be: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in a “U.S. automated inter-dealer quotation system”, as such term is used in Rule 144A under the U.S. Securities Act; or (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of Rule 144A under the U.S. Securities Act) of less than 10% for securities so listed or quoted.
The Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws in connection with the offer and sale of the Offered Shares.
The Company is not, and as a result of the sale of the Offered Shares contemplated hereby will not be, registered or required to register as an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended.
The Company has not taken and will not take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares.

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ANNEX I TO SCHEDULE “A” UNDERWRITER'S CERTIFICATE

In connection with the private placement in the United States of the Offered Shares of Rupert Resources Ltd. (the "Company"), pursuant to the underwriting agreement dated as of March 20, 2025 among the Company and the Underwriters named therein (the "Agreement"), the undersigned Underwriter and the undersigned United States registered broker-dealer affiliate of such Underwriter (the "U.S. Affiliate") do hereby certify that:

(a) the U.S. Affiliate was on the date of each offer and sale of Offered Shares that was made by it in the United States, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state's broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;

(b) all offers and sales of the Offered Shares made by us in the United States were made by the U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements;

(c) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Offered Shares in the United States nor did we engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(d) each offeree of Offered Shares was provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus, and each purchaser of Offered Shares (i) in the United States or (ii) who was offered Offered Shares in the United States, (a) was provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus, and no other written material was used by us in connection with the offer and sale of the Offered Shares in the United States and (b) executed and delivered to the Underwriter and the Company a Qualified Institutional Buyer Investment Letter substantially in the form attached as Exhibit A to the U.S. Private Placement Memorandum;

(e) at the time of offer and sale of the Offered Shares by us in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and, on the date hereof, we continue to believe that each such purchaser purchasing the Offered Shares through us is a Qualified Institutional Buyer;

(f) we have not taken or will not take any action that would directly or indirectly constitute a violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the Offered Shares; and

(g) the offering of the Offered Shares in the United States has been conducted by us in accordance with the Agreement, including Schedule "A" thereto.

Terms used in this certificate have the meanings given to them in the Agreement, including Schedule "A" thereto, unless otherwise defined herein.

Dated this _ day of ______, 2025.

[NAME OF UNDERWRITER]

By:
Name:
Title:

[NAME OF U.S. AFFILIATE]

By:
Name:
Title

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AI assistant

Rupert Resources Ltd. Share Issue/Capital Change 2025

43496_rns_2025-03-20_4c9d1148-5ce4-443d-b180-57d864092ec5.pdf

UNDERWRITING AGREEMENT

Attention: Graham Crew, Chief Executive Officer

DEFINITIONS

TERMS AND CONDITIONS

1. Covenants.

(a) Covenants of the Company.

Prospectus Covenants

Notifications

(jj) Anti-Bribery and Anti-Corruption Laws

(kk) OFAC Requirements

(ll) Material Property and Mining Rights

8. Rights of Termination.

12. Advertisements.

13. Commission.

14. Underwriters' Obligations.

CORMARK SECURITIES INC.

BMO NESBITT BURNS INC.

SCOTIA CAPITAL INC.

CANACCORD GENUITY CORP.

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Company

ANNEX I TO SCHEDULE “A” UNDERWRITER'S CERTIFICATE

AI assistant

Rupert Resources Ltd. — Share Issue/Capital Change 2025

43496_rns_2025-03-20_4c9d1148-5ce4-443d-b180-57d864092ec5.pdf

UNDERWRITING AGREEMENT

Attention: Graham Crew, Chief Executive Officer

DEFINITIONS

TERMS AND CONDITIONS

1. Covenants.

(a) Covenants of the Company.

Prospectus Covenants

Notifications

(jj) Anti-Bribery and Anti-Corruption Laws

(kk) OFAC Requirements

(ll) Material Property and Mining Rights

8. Rights of Termination.

12. Advertisements.

13. Commission.

14. Underwriters' Obligations.

CORMARK SECURITIES INC.

BMO NESBITT BURNS INC.

SCOTIA CAPITAL INC.

CANACCORD GENUITY CORP.

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Company

ANNEX I TO SCHEDULE “A” UNDERWRITER'S CERTIFICATE

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