BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT is dated for reference April 11, 2025,

BETWEEN

INNOVATION MINING INC., a corporation incorporated under the laws of British Columbia, with an address at 119-998 Harbourside Drive, North Vancouver, British Columbia V7P 3T2

("Innovation")

AND

TORCHLIGHT INNOVATIONS INC., a corporation incorporated under the laws of British Columbia, with an address at 2600-1066 West Hastings Street, Vancouver, British Columbia V6E 3X1

("Torchlight")

AND

1535261 B.C. LTD., a corporation incorporated under the laws of British Columbia, with an address at 2600-1066 West Hastings Street, Vancouver, British Columbia V6E 3X1

("Subco")

WHEREAS:

A. Torchlight wishes to acquire all of the issued and outstanding securities of Innovation through the Amalgamation of Innovation and Subco pursuant to the Amalgamation Agreement, substantially in the form attached as Schedule A hereto;

B. Subco is a wholly-owned subsidiary of Torchlight created for the purpose of completing the Amalgamation;

C. At the Effective Time, among other things, the outstanding Innovation Shares will be exchanged for Torchlight Shares in accordance with the provisions of this Agreement and the Amalgamation Agreement; and

D. the Amalgamation is intended to constitute the Qualifying Transaction of Torchlight pursuant to the policies of the TSXV and the Resulting Issuer Shares will be listed on the TSXV.

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties to this Agreement, the Parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms have the meanings hereinafter set forth:

(a) "Agreement" means this business combination agreement, including all Schedules, as it may be supplemented or amended by written agreement among the Parties.

(b) "Alternative Transaction" means, other than in connection with the transactions contemplated in this Agreement, including, but not limited to, the Amalgamation and Transaction Financings, any offer, proposal or inquiry relating to, or any Person's indication of interest in: (i) the sale, license, disposition, or acquisition of all or a material portion of the business or Assets of Innovation, Subco or Torchlight; (ii) the issuance, disposition, or acquisition of (A) any capital stock or other equity security of Innovation, Subco or Torchlight, (B) any subscription, option, call, warrant, preemptive rights, right of first refusal, or any other right (whether or not exercisable) to acquire any capital stock or other equity security of Innovation, Subco or Torchlight, or (C) any security, instrument or obligation that is, or may become convertible into or exchangeable for any capital stock or other equity security or Innovation, Subco or Torchlight; or (iii) any merger, consolidation, business combination, reorganization, or similar transaction involving Innovation, Subco or Torchlight.

(d) "Amalco Shares" means the common shares without par value in the capital of Amalco.

(e) "Amalgamating Companies" means Subco and Innovation.

(f) "Amalgamation" means the amalgamation of the Amalgamating Companies under Section 269 of the BCBCA upon the terms and subject to the conditions set forth in the Amalgamation Agreement, as contemplated by this Agreement.

(g) "Amalgamation Agreement" means the amalgamation agreement between Torchlight, Subco and Innovation, substantially in the form attached as Schedule A, including the recitals, schedules and exhibits thereto, as the same may be amended, modified or supplemented in accordance with its terms.

(h) "Amalgamation Application" means the amalgamation application to be filed by the Amalgamating Companies with the Registrar in accordance with Section 275(1)(a) of the BCBCA.

(i) "Assets" means, with respect to a Party to this Agreement, all property (tangible or intangible) owned, leased or otherwise held for or used by the Party in the operation of its business.

(j) "Associate" has the meaning ascribed thereto in the Securities Act.

(k) "Authorizations" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of any Governmental Authority, regulatory agency or self-regulatory organizations required by Innovation, Subco

or Torchlight in connection with the completion of the Amalgamation and the transactions contemplated by this Agreement.

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

(m) "Board Lot" has the meaning ascribed thereto in Policy 1.1.

(n) "Books and Records" means all books and records of Innovation or Torchlight, as applicable, and all copies of material contracts, deeds or instruments, evidence of ownership and other material documents relating to and used or held for use by Innovation with its Assets or the Business or by Torchlight, as applicable, whether in print, stored electronically or otherwise.

(o) "Business" means the business carried on, conducted and operated by Innovation, as of the date of this Agreement, being that of a clean technology company.

(p) "Business Day" means any day other than a Saturday or Sunday or a statutory or civic holiday in the City of Vancouver, British Columbia.

(q) "Closing Documents" has the meaning ascribed thereto in Section 8.1.

(r) "Consents" means all consents, approvals or other waivers, as applicable, from any party to any contracts, leases, licenses, permits, agreements or other arrangements that directly relate to the business of Innovation, Subco or Torchlight, and that are necessary or advisable in connection with the execution of this Agreement, or the performance of any terms hereof or any document delivered pursuant hereto, or the completion of any of the transactions contemplated by this Agreement and the Amalgamation Agreement.

(s) "Consolidation" means the consolidation of Torchlight's share capital on a 1.93:1 basis, such that following the Consolidation Torchlight shall have 2,860,000 shares issued and outstanding.

(t) "Constating Documents" means the articles and notice of articles and any other instrument pursuant to which a Party was created, incorporated, continued, amalgamated or otherwise established, as the case may be, and/or which governs in whole or in part such Party's affairs, together with any amendments thereto.

(u) "Disclosure Document" means a document containing the information in respect of the Parties and the transactions contemplated by this Agreement in a form prescribed by the TSXV to permit the closing of the Amalgamation to constitute the Qualifying Transaction of Torchlight.

(v) "Dissenting Innovation Share" means an Innovation Share held by a Dissenting Shareholder.

(w) "Dissenting Shareholder" means an Innovation Shareholder who validly exercises their Dissent Rights and becomes entitled to receive, if the Amalgamation is completed, the fair value of their Innovation Shares, provided such Innovation Shareholder has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights or otherwise failed to comply with the requirements of the BCBCA.

(x) "Dissent Rights" means the rights of dissent provided to Innovation Shareholders in respect of the Amalgamation, as provided for pursuant to Section 272 of the BCBCA.

(y) "Effective Date" means the effective date of the Amalgamation, as set forth in and indicated on the certificate of amalgamation issued by the Registrar and giving effect to the Amalgamation.

(z) "Effective Time" means 10:00 a.m. (Vancouver time) on the Effective Date or such other time as Innovation and Torchlight, each acting reasonably, may agree to, such agreement to be evidenced by the filing of the Amalgamation Application with such other Effective Time.

(aa) "Employment Agreement" means any employment, consulting, severance pay, continuation pay, termination pay, change of control or indemnification agreements or other similar agreements of any nature whatsoever.

(bb) "Encumbrances" has the meaning ascribed in Section 3.1(v).

(cc) "Environmental Approvals" means all material permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals issued or required by any Governmental Authority pursuant to any Environmental Laws.

(dd) "Environmental Law" means any applicable Law relating to the protection of the environment and employee and public health and safety and includes Environmental Approvals.

(ee) "Governmental Authority" means any foreign, national, provincial, local, or state government, any political subdivision or any governmental, judicial, public, or statutory instrumentality, court, tribunal, agency, including those pertaining to health, safety, or the environment, authority, body, or entity, or other regulatory bureau, authority, body, or entity, having legal jurisdiction over the activity or Person in question, and for greater certainty includes the TSXV.

(ff) "IFRS" means the International Financial Reporting Standards issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.

(gg) "Indemnification Claim" has the meaning ascribed in Section 9.4.

(hh) "Indemnifying Parties" has the meaning ascribed in Section 9.1.

(ii) "Indemnitees" has the meaning ascribed in Section 9.1.

(jj) "Innovation Amalgamation Resolution" means the resolutions of the Innovation Shareholders passed at the Innovation Meeting approving the Amalgamation.

(kk) "Innovation Balance Sheet" has the meaning ascribed thereto in Section 3.1(z)(i).

(ll) "Innovation Financial Statements" means the audited financial statements of Innovation for the financial years ended December 31, 2024 and 2023 and such other financial statements of Innovation that may be reasonably required in order to permit the TSXV to approve the Qualifying Transaction and to facilitate the completion of the Amalgamation.

(mm) "Innovation Intellectual Property" means any Intellectual Property owned, developed, or registered by Innovation, or for which applications for registration have been filed by or on behalf of Innovation.

(nn) "Innovation Meeting" has the meaning ascribed thereto in Section 2.2(a).

(oo) "Innovation Meeting Notice" has the meaning ascribed thereto in Section 2.2(a)(i).
(pp) "Innovation Option Plan" means the incentive stock option plan of Innovation.
(qq) "Innovation Options" means incentive stock options of Innovation governed by the Innovation Option Plan.
(rr) "Innovation PP Financing" has the meaning ascribed thereto in Section 2.1(a)(i).
(ss) "Innovation Shareholders" means the registered holders of Innovation Shares, and "Innovation Shareholder" means any of the Innovation Shareholders.
(tt) "Innovation Shares" means the common shares without par value in the capital of Innovation.
(uu) "Innovation Share Split" means the share split of Innovation's share capital on a 1:1.24 basis, to be effected by Innovation prior to undertaking the SR Financing.
(vv) "Innovation Warrants" means a common share purchase warrant of Innovation.
(ww) "Intellectual Property" means any and all intellectual property or proprietary rights arising at law or in equity, including, without limitation:
(i) all patents, patent rights and all applications therefor and all reissues, re-examinations, continuations, continuations-in-part, divisions, and patent term extensions thereof;
(ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models;
(iii) registered and unregistered copyrights, copyright registrations and applications therefor, mask works and mask work registrations and applications therefor, author's rights and works of authorship, designs, computer programs and technical date;
(iv) URLs, web sites, web pages and any part thereof;
(v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary and manufacturing processes, technology, formulae, and algorithms;
(vi) trade names, trade dress, trademarks, domain names, service marks, logos, business names, and registrations and applications therefor;
(vii) industrial designs or design patents, whether or not patentable or registrable, patented or registered or the subject of applications for registration or patent or registration and all rights of priority, applications, continuations, continuations-inpart, divisions, re-examinations, reissues and other derivative applications and patents therefor; and
(viii) licenses, contacts and agreements otherwise relating to any of the foregoing including rights in, to and under any of the foregoing, in any and all such cases that are owned (or purported to be owned) or used by, and as are necessary for Innovation in the conduct of the Business as currently conducted and as currently proposed to be conducted.
5

(xx) "Law" means any federal, provincial, local, municipal, state, foreign or other administrative statute, law, order, constitution, ordinance, principle of common law, regulation, rule or treaty.

(yy) "Lien" means any mortgage, hypothec, lien, security interest, lease, option, right of third parties or other charge or encumbrance whatsoever, including the lien or retained title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

(zz) "Losses" means actual out of pocket losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that "Losses" does not include punitive damages, except to the extent actually awarded to a Governmental Authority or other third party.

(aaa) "Material Adverse Change" means any change (or any condition, event or development involving a prospective change) in the business, operations, affairs, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), capitalization, financial condition, prospects, licenses, permits, rights or privileges, of a corporation or any of its subsidiaries which could reasonably be expected to materially and adversely affect such corporation and its subsidiaries, taken as a whole.

(bbb) "material fact", "material change" and "misrepresentation" have the meanings ascribed thereto in the Securities Act.

(ccc) "Name Change" has the meaning ascribed thereto in Section 2.10.

(ddd) "Other Party" means Innovation in relation to Torchlight or Torchlight in relation to Innovation.

(eee) "Outside Date" means October 9, 2025, or such later date as may be agreed upon in writing by Innovation and Torchlight.

(fff) "Party" means a party to this Agreement and "Parties" means two or more of them, collectively.

(ggg) "Permit" means any license, permit, certificate, consent, order, grant, approval, classification, registration, flagging or other authorization of and from any Governmental Authority.

(hhh) "Person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status.

(iii) "Place of Closing" has the meaning ascribed thereto in Section 8.1.

(jjj) "Policy 1.1" means TSXV Corporate Finance Policy 1.1 – Interpretation.

(kkk) "Policy 1.3" means TSXV Corporate Finance Policy 1.3 – Schedule of Fees.

(lll) "Policy 2.1" means TSXV Corporate Finance Policy 2.1 – Initial Listing Requirements.

(mmm) "Policy 2.4" means TSXV Corporate Finance Policy 2.4 – Capital Pool Companies.

(nnn) "Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

(ooo) "Public Shareholder" has the meaning ascribed thereto in Policy 1.1.

(ppp) "Qualifying Transaction" has the meaning ascribed thereto in Policy 2.4.

(qqq) "Registrar" means the Registrar of Companies appointed under the BCBCA.

(rrr) "Representative" means, as to any Party, such Party's subsidiaries and affiliates and its directors, officers, employees, agents and advisors (including without limitation, financial advisors, counsel and accountants).

(sss) "Resulting Issuer" means Torchlight immediately after the Effective Time.

(ttt) "Resulting Issuer Shares" means Torchlight Shares as they are constituted immediately after the Effective Time.

(uuu) "SR Financing" has the meaning ascribed thereto in Section 2.1(a)(ii).

(vvv) "SR Financing Closing Date" means the date of the closing of the SR Financing.

(www) "SR Share" has the meaning ascribed thereto in Section 2.1(a)(ii).

(xxx) "Subscription Receipts" has the meaning ascribed thereto in Section 2.1(a)(ii).

(yyy) "Securities Act" means the Securities Act (British Columbia).

(zzz) "SEDAR+" means the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Administrators at www.sedarplus.ca.

(aaaa) "SR Escrow Agent" means Computershare Trust Company of Canada, or such other entity as Innovation and Torchlight may agree.

(bbb) "SR Escrow Agreement" means the escrow agreement to be entered into between Innovation and the SR Escrow Agent in connection with the SR Financing.

(cccc) "SR Escrow Release Deadline" means 5:00 p.m. (Vancouver time) on the Outside Date.

(dddd) "SR Escrowed Funds" has the meaning ascribed thereto in Section 2.1(c).

(eeee) "SR Escrowed Proceeds" means the gross proceeds of the SR Financing.

(ffff) "SR Escrow Release Conditions" means the following conditions: (i) the receipt of written confirmation from Torchlight and Innovation that: (A) all conditions to the completion of the Amalgamation have been satisfied or waived, other than the release of the SR Escrowed Funds, and (B) no material terms of this Agreement have been modified and/or waived (unless such modifications or waivers were consented to by the Parties); (ii) the receipt of conditional approval from the TSXV for the listing of the Resulting Issuer Shares on the TSXV; (iii) the receipt of all regulatory, shareholder and third-party approval, as applicable, required in connection with the Amalgamation; and (iv) Innovation will not be in breach or default of any of its covenants or obligations under the Subscription Receipt Certificates.

(gggg) "SR Warrant" has the meaning ascribed thereto in Section 2.1(a)(ii).

(hhhh) "Subco" means 1535261 B.C. Ltd.

(iii) "Subco Shares" means the common shares without par value in the capital of Subco.

(jjjj) "Subscription Receipt Certificates" means the subscription receipt certificates governing the Subscription Receipts to be issued by Innovation.

(kkkk) "Tax" or, collectively, "Taxes" means any and all federal, state, provincial, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, taxable income, profits, sales, use and occupation, and value added, ad valorem, goods and services, employer health, capital gains, transfer, franchise, withholding, payroll, recapture, employment, excise, capital, lease, service, license, severance, stamp, occupation, premium, environmental, windfall profit and property taxes, customs, duties and other taxes, governmental fees and other like assessments or charges of any kind whatsoever, including Canada Pension Plan or provincial pension plan premiums and employment insurance payments, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity.

(lll) "Tax Return" means all returns, information returns, reports, declarations, elections, notices, filings, forms, statements and other documents and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

(mmmm) "Torchlight Amalgamation Resolution" means the resolution of Torchlight, as the sole shareholder of Subco, approving the Amalgamation.

(nnnn) "Torchlight Balance Sheet" has the meaning ascribed thereto in Section 3.2(ff)(i).

(oooo) "Torchlight Financial Statements" means Torchlight's audited financial statements as at and for the financial years ended December 31, 2024 and 2023, and such other financial statements of Torchlight that may be reasonably required in order to permit the TSXV to approve the Qualifying Transaction and to facilitate the completion of the Amalgamation.

(pppp) "Torchlight Option Plan" means the incentive stock option plan of Torchlight.

(qqqq) "Torchlight Options" means the incentive stock options of Torchlight governed by the Torchlight Option Plan.

(rrrr) "Torchlight Public Disclosure Record" means all press releases, material change reports, material contracts, management proxy circulars, financial statements, management's discussion & analyses, prospectuses and all other documents required by applicable Laws to be filed by or on behalf of Torchlight on SEDAR+.

(ssss) "Torchlight Shareholders" means the registered holders of Torchlight Shares and "Torchlight Shareholder" means any of the Torchlight Shareholders.

(tttt) "Torchlight Shares" means the common shares without par value in the capital of Torchlight.

(uuuu) "Torchlight Warrant" means a common share purchase warrant of Torchlight.

(vvvv) "Transaction Financings" means the Innovation PP Financing and the SR Financing.

(www) "Transfer Agent" means Odyssey Trust Company, the transfer agent and registrar for the Torchlight Shares,
(xxxx) "TSXV" means the TSX Venture Exchange.
(yyyy) "United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.
(zzzz) "U.S. Person Certificate" has the meaning ascribed thereto in Section 2.6.
(aaaaa) "U.S. Regulation D" means Regulation D adopted by the SEC under the U.S. Securities Act.
(bbbbb) "U.S. Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act.
(cccc) "U.S. SEC" means the Securities and Exchange Commission of the United States.
(ddddd) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.2 Schedules

This Agreement contains the following schedule, which forms an integral part of this Agreement:

Schedule A: Form of Amalgamation Agreement

1.3 Corporation, Subsidiaries and Affiliates

When a reference is made in this Agreement to subsidiaries of a corporation or any other entity, the word "subsidiary" means any corporation of which outstanding voting securities carrying more than 50% of the votes for the election of directors are, or any partnership, joint venture or other entity more than 50% of whose total equity interest is, directly or indirectly, owned by such corporation or such other entity, as the case may be, and such greater than 50% ownership constitutes "control", and "controlling" and "controlled" have corresponding meanings. When a reference is made in this Agreement to "affiliates" of a corporation or any other entity, "affiliate" of any given Person, means a Person that, directly or indirectly, owns a controlling or majority interest in, is owned by, controls or is controlled by, has the power and authority to direct, or is directed by, or is under common ownership with, such given Person.

1.4 Number, Gender and Persons

In this Agreement, words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons will include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind.

1.5 Interpretations Not Affected by Headings, etc.

The division of this Agreement into Parts, Sections and other parts and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to a "Part", "Section" or "Schedule" followed by a number and/or a letter refer to the specified Part, Section or Schedule of this Agreement. The terms "hereof", "hereby", "herein" and "hereunder" and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular Part, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. Any capitalized terms used in any Schedule, but not otherwise defined

therein, will have the meaning as defined in this Agreement. Wherever the term "includes" or "including" is used, it will be deemed to mean "includes, without limitation" or "including, without limitation", respectively.

1.6 Date for Any Action

If any date on which any action is required or permitted to be taken hereunder is not a Business Day, such action will be required or permitted to be taken on or by the next succeeding day which is a Business Day, unless otherwise required by Law or the policies of the TSXV.

1.7 Time Periods

Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day, unless otherwise required by Law or the policies of the TSXV.

1.8 Time and Currency

All times expressed herein are local time in Vancouver, British Columbia, unless otherwise stipulated. All sums of money, references to "dollars" or "$" in this Agreement will be in Canadian funds.

1.9 Knowledge

Where any representation or warranty in this Agreement is expressly qualified by reference to the knowledge of a Party, it is deemed to refer to the knowledge which such Party has or would have had if it had made a diligent inquiry (including of appropriate officers and directors) as a prudent Person would have considered necessary or advisable as to the matters that are the subject of the representations and warranties.

1.10 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute, regulation, direction or instrument is to that statute, regulation, direction or instrument as now enacted or as the same may from time to time be amended, re-enacted or replaced, and in the case of a reference to a statute, includes any regulations, rules, policies or directions made thereunder.

1.11 No Presumption

The Parties hereto and their counsel have participated jointly in the negotiation and drafting of this Agreement and the Amalgamation Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement and the Amalgamation Agreement are to be construed as if drafted jointly by the Parties hereto. No presumption or burden of proof will arise in favour of any Party by virtue of the authorship of any provision of this Agreement or the Amalgamation Agreement.

ARTICLE 2 AMALGAMATION AND RELATED TRANSACTIONS

2.1 Transaction Financings

(a) Innovation will undertake the following financings in connection with the transactions contemplated by this Agreement as set forth below:

(i) a private placement (the "Innovation PP Financing") of up to 2,150,000 units of Innovation (each a "Unit") at a price of $0.35 per Unit for gross proceeds of up to $752,500. Each Unit will consist of one Innovation Share and one Innovation

Warrant entitling the holder to purchase one additional Innovation Share at a price of $0.50 for a period of 24 months from the date of issuance of the Unit. Torchlight will use reasonable efforts to introduce subscribers to Innovation in connection with the Innovation PP Financing, which subscribers will subscribe for Units having an aggregate subscription amount of not less than $250,000.

(ii) after the closing of the Innovation PP Financing and the completion of the Innovation Share Split, a private placement (the "SR Financing") of up to 4,000,000 subscription receipts of Innovation (the "Subscription Receipts") for gross proceeds of up to $2,000,000, at a price per Subscription Receipt of $0.50, with each Subscription Receipt to automatically convert, without payment of any additional consideration and without further action on the part of the holder thereof, into one Innovation Share (an "SR Share") and one Innovation Warrant (an "SR Warrant") immediately before the Effective Time, subject to satisfaction of the SR Escrow Release Conditions. Each SR Warrant will be exercisable into one Innovation Share at a price of $0.75 for a period of 24 months from the date of issuance of the SR Warrant. Torchlight will use reasonable efforts to introduce subscribers to Innovation in connection with the SR Financing, which subscribers will subscribe for Subscription Receipts having an aggregate subscription amount of not less than $250,000.

(b) Innovation and Torchlight will use best efforts to ensure the Transaction Financings will result in such number of Public Shareholders, each holding at least one Board Lot, as is required to ensure that the Resulting Issuer will satisfy the public distribution requirements in respect of a Tier 2 issuer, as set forth in Policy 2.1 or as otherwise required by the TSXV.

(c) The Subscription Receipts will be governed by the Subscription Receipt Certificates. On the SR Financing Closing Date, the SR Escrowed Proceeds will be delivered to and held by the SR Escrow Agent and invested in an interest-bearing account (the SR Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "SR Escrowed Funds") pursuant to the terms and conditions of the SR Escrow Agreement. Immediately prior to the Effective Time, and upon delivery by Innovation of an escrow release notice to the SR Escrow Agent confirming the satisfaction of the SR Escrow Release Conditions on or before the SR Escrow Release Deadline: (i) the SR Escrowed Funds will be released by the SR Escrow Agent to Innovation and (ii) each Subscription Receipt will automatically convert, without payment of any additional consideration and without further action on the part of the holder thereof, as set out in Section 2.1(a)(ii), subject to adjustments in certain events.

(d) If (i) the SR Escrow Release Conditions are not satisfied on or before the SR Escrow Release Deadline or, (ii) if prior to the SR Escrow Release Deadline, Innovation has advised the SR Escrow Agent that the SR Escrow Release Conditions will not be completed, then, starting on the second Business Day following the date Innovation advises the SR Escrow Agent, the SR Escrowed Funds will be returned to the holders of Subscription Receipts on a pro rata basis. Innovation will be liable for any shortfall between the amounts owing to the holders of Subscription Receipts and the amount of the SR Escrowed Funds.

2.2 Innovation Shareholder Approval

(a) As soon as reasonably practicable after the date hereof, Innovation will establish a record date for (both for notice of, and voting), call, give notice of, convene and hold a special meeting of Innovation Shareholders (the "Innovation Meeting"), in order to consider and vote upon the Innovation Amalgamation Resolutions and will send out to the Innovation Shareholders in respect of the Innovation Meeting:

(i) a notice of the Innovation Meeting in accordance with Section 271(2) of the BCBCA (the "Innovation Meeting Notice");
(ii) the documents and information required under Section 271(3) of the BCBCA to accompany the Innovation Meeting Notice; and
(iii) such proxy-related materials as may be necessary or desirable in order to facilitate voting by proxy upon the Innovation Amalgamation Resolution by the Innovation Shareholders at the Innovation Meeting.

(b) Notwithstanding Section 2.2(a) or any other provision of this Agreement, Innovation may obtain approval by the Innovation Shareholders for the Innovation Amalgamation Resolution by a unanimous consent resolution in writing of the Innovation Shareholders in accordance with applicable Law and Innovation's Constating Documents, in which case Innovation will not be obligated to hold the Innovation Meeting nor do any of the other things contemplated by Section 2.2(a) in respect of an Innovation Meeting.

2.3 Subco Shareholder Approval

Prior to the Effective Time, Torchlight will execute consent resolutions with respect to the Subco Amalgamation Resolution in its capacity as the sole shareholder of Subco, such that the Subco Amalgamation Resolution will constitute a unanimous resolution under the BCBCA of the sole shareholder of Subco approving the Amalgamation.

2.4 Amalgamation

Provided that the conditions precedent in Article 7 that must be satisfied prior to the Effective Time are satisfied or waived (by the Party entitled to waive) and the Closing Documents have been executed and delivered to the satisfaction of the Parties and their counsel, each of Torchlight and Innovation will, in accordance with and subject to the terms and conditions of this Agreement and the Closing Documents, cause the Amalgamation Application to be filed with the Registrar to effect the Amalgamation pursuant to which:

(a) prior to the Effective Time and assuming that the SR Escrow Release Deadline has not passed, the Subscription Receipts will be converted into SR Shares and SR Warrants in accordance with the terms of the Subscription Receipt Certificates;
(b) the Amalgamating Companies will amalgamate by way of statutory amalgamation under the BCBCA and continue as one company, being Amalco;
(c) each issued and outstanding Subco Share will be exchanged for one Amalco Share, and the issued and outstanding Subco Share will be cancelled;
(d) the Innovation Shareholders (other than Dissenting Shareholders), including the holders of SR Shares, will receive, as consideration for their Innovation Shares, one Torchlight Share for each Innovation Share held, and every share certificate or written acknowledgement of uncertificated shares representing a Innovation Share will be deemed to be cancelled and will represent only the right to receive a certificate representing one Torchlight Share for each cancelled Innovation Share;
(e) each Dissenting Shareholder will cease to have any rights as a Innovation Shareholder other than the right to be paid by Innovation the fair value of the Innovation Shares held by the Dissenting Shareholder in accordance with section 272 of the BCBCA;
(f) each holder of Innovation Warrants, including the holders of SR Warrants, will receive, as consideration for their Innovation Warrants, one Torchlight Warrant to be issued on

substantially the same terms as the Innovation Warrant being replaced; every warrant certificate representing an Innovation Warrant will be deemed to be cancelled and will represent only the right to receive a certificate representing one Torchlight Warrant for each cancelled Innovation Warrant;

(g) each holder of Innovation Options will receive, as consideration for their Innovation Options, one Torchlight Option for each Innovation Option held, on substantially the same terms as the Innovation Options being replaced, subject to TSXV acceptance; every option certificate or option agreement representing a Innovation Option will be deemed to be cancelled and will represent only the right to receive a certificate representing one Torchlight Option for each cancelled Innovation Option;

(h) as consideration for the issuance of the Torchlight Shares to the Innovation Shareholders, Amalco will issue to Torchlight 100 Amalco Shares; and

(i) all of the property, rights, privileges and Assets of each of Subco and Innovation will be the property, rights, privileges and assets of Amalco, and Amalco will assume all of the liabilities and obligations of each of Subco and Innovation.

2.5 Securities Law and Corporate Law Compliance

The Parties will diligently and in good faith do all such acts and things as may be necessary to:

(a) comply with applicable Laws in relation to the proposal and, if approved, passing of the Subco Amalgamation Resolution and the Innovation Amalgamation Resolution;

(b) prepare and submit the Amalgamation Application to the Registrar in accordance with the requirements of the BCBCA, including, without limitation, the affidavits required under Section 277 of the BCBCA;

(c) make the necessary filings with, and applications to, the TSXV for the TSXV to approve the Amalgamation as Torchlight's Qualifying Transaction and to list the Torchlight Shares issued in connection with the Amalgamation on the TSXV; and

(d) comply with any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by any Party to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Amalgamation.

2.6 Treatment of Restricted Securities under the U.S. Securities Act

The Parties acknowledge and agree that Torchlight Shares are not and will not be registered pursuant to the U.S. Securities Act or any state securities laws and that any Torchlight Shares or convertible securities of Torchlight issued in connection with the Amalgamation to any former Innovation Shareholder or holder of convertible securities of Innovation, respectively, who is a "U.S. Person" (as defined in U.S. Regulation S) or person in the United States in will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act. Each certificate representing the Torchlight Shares issued to such holders will bear a legend in substantially the form that follows:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF INNOVATION MINING INC. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN

ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT."

THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.

Innovation agrees that it will request each Innovation Shareholder that is a "U.S. Person" (as defined in U.S. Regulation S) or person in the United States provide to Innovation and Torchlight a certificate (a "U.S. Person Certificate"), in form and substance satisfactory to Torchlight, acting reasonably, that such Innovation Shareholder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D to evidence the availability of exemptions from registration requirements under the U.S. Securities Act. Notwithstanding anything to the contrary in this Agreement, no Torchlight Shares shall be issued or delivered to any a "U.S. Person" (as defined in U.S. Regulation S) or person in the United States if the Resulting Issuer determines, in its sole discretion, that doing so may result in any contravention of the U.S. securities Laws and the Resulting Issuer may instead appoint an agent to sell the Resulting Issuer Shares of such person on behalf of that person and deliver an amount of cash representing the proceeds of the sale of such Resulting Issuer Shares, net of expenses of sale.

2.7 Issuance of Torchlight Shares

Provided that the conditions precedent in Article 7 that are required to be satisfied prior to the Effective Time are satisfied or waived by Torchlight, Torchlight will, in accordance with and subject to the terms and conditions of this Agreement and the Closing Documents, provide the Transfer Agent with a treasury order in connection with the issuance of the Torchlight Shares to be issued to the Innovation Shareholders, including holders of SR Shares, pursuant to the Amalgamation.

2.8 Torchlight Board of Directors

Torchlight will procure the resignations of the incumbent directors of Torchlight, other than Robert Archer, and will ensure the appointment of the following additional individuals to the board of directors of Torchlight with effect as of the Effective Time:

Name	Mailing Address	Delivery Address
Duane Nelson	119-998 Harbourside Drive, North Vancouver, BC V7P 3T2	Same
Darryl Yea	119-998 Harbourside Drive, North Vancouver, BC V7P 3T2	Same
Mike Cowin	119-998 Harbourside Drive, North Vancouver, BC V7P 3T2	Same
Robert Archer (incumbent director of Torchlight)	332 Parsons Road, Okanagan Falls, BC V0H 1R5	Same

Each above-named individual will hold office until the earlier of the next meeting of the shareholders of Torchlight after the Effective Time, the date of such individual's resignation from the board of directors of Torchlight or until their successor(s) are elected or appointed in accordance with the provisions of Torchlight's Constating Documents and the BCBCA.

2.9 Torchlight Officers

Torchlight will procure the resignations of the incumbent officers of Torchlight and the appointment of the following individuals as officers of Torchlight with effect as of the Effective Time:

Name	Position	Address
Duane Nelson	Chief Executive Officer	119-998 Harbourside Drive,
North Vancouver, BC V7P 3T2
Grant Bond	Chief Financial Officer	119-998 Harbourside Drive,
North Vancouver, BC V7P 3T2
Marien Segovia	Corporate Secretary	119-998 Harbourside Drive,
North Vancouver, BC V7P 3T2

2.10 Name Change

At the Effective Time, Torchlight will change its name to "Innovation Mining Inc." or such other name as Innovation may determine (the "Name Change").

2.11 Equity Incentive Plan

Torchlight has adopted and implemented the Torchlight Option Plan providing for the awarding of incentive stock options to directors, officers, employees, and service providers of Torchlight, which Torchlight Option Plan complies with the rules and policies of the TSXV. Any Innovation Options not converted into Innovation Shares prior to the Effective Time will be exchanged for Torchlight Options on substantially the same terms as the Innovation Options being replaced and be governed by the Torchlight Option Plan.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Innovation

Innovation hereby makes, as of the date hereof, the following representations and warranties and acknowledges that Torchlight and Subco are relying upon such representations and warranties for the purpose of entering into this Agreement:

(a) Innovation is a corporation duly incorporated, validly existing and in good standing under the BCBCA;

(b) Innovation is duly registered and licensed to carry on the Business in the jurisdictions in which it carries on the Business or owns property where so required by the Laws of that jurisdiction and is not otherwise precluded from carrying on the Business or owning property in such jurisdictions by any other commitment, agreement or document;

(c) Innovation is in material compliance with all applicable laws in the jurisdictions in which it carries on the Business and which may materially affect Innovation, has not received a notice of non-compliance, nor does Innovation know of any facts that could give rise to a notice of such non-compliance with any applicable laws and Innovation is not aware of any pending change or contemplated change to any applicable law or governmental position

that would materially affect the Business or legal environment under which Innovation operates;

(d) no proceedings have been taken or authorized by Innovation or, to the knowledge of Innovation, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of Innovation, or with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to Innovation;

(e) Innovation has an authorized share capital consisting of an unlimited number of Innovation Shares, of which 56,011,000 Innovation Shares are currently issued and outstanding;

(f) Innovation does not have any subsidiaries;

(g) all securities of Innovation have been issued in compliance with applicable laws, including the BCBCA and the Securities Act;

(h) other than (i) 4,415,622 Innovation Options (ii) 3,768,752 Innovation Warrants; (iii) the Innovation Shares and the Innovation Warrants that may be sold in connection with the Innovation PP Financing, and (iv) the Subscription Receipts that may be sold in connection with the SR Financing and the SR Shares and SR Warrants issuable upon automatic conversion of such Subscription Receipts, there are no outstanding securities convertible into or exercisable to acquire any Innovation Shares or any other securities or agreements which could result in the issuance of shares or securities of Innovation;

(i) Innovation is not subject to any regulatory decision or order prohibiting or restricting transfer of its securities;

(j) Innovation is not a reporting issuer or equivalent in any jurisdiction and the Innovation Shares are not publicly listed on any securities exchange;

(k) Innovation has the power, authority and capacity to execute and perform its obligations under this Agreement and each of the Closing Documents to which it is, or will be, a party;

(l) the execution and delivery by Innovation of this Agreement, and, once signed, each of the Closing Documents to which it is a party and the performance of its obligations thereunder and contained therein have been or will have been duly authorized by all applicable corporate action;

(m) this Agreement constitutes a legal, valid and binding obligation of Innovation, enforceable in accordance with its terms, and upon the execution and delivery by Innovation of the Closing Documents to which it is a party, each will constitute a legal, valid and binding obligation of Innovation, enforceable against Innovation, in accordance with its terms;

(n) neither the execution and delivery of this Agreement and the Closing Documents nor the consummation of the Amalgamation will directly or indirectly (with or without notice or lapse of time) (i) conflict with or result in a material breach or violation of any provision of the Constating Documents of Innovation; (ii) conflict with or result in a material breach or violation of any applicable Law to which Innovation is subject, the effect of which would reasonably be expected to result in a Material Adverse Change to Innovation, (iii) constitute a default under or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit to which Innovation is entitled, under any material contract to which Innovation is a party or any permit or similar authorization relating to Innovation or the Business; or (iv) result in the creation or imposition of any Lien relating to Innovation;

(o) Innovation is not aware of any pending or contemplated change to any applicable Law or governmental position that would reasonably be likely to result in a Material Adverse

Change to its Business, as currently conducted, or the legal environment under which Innovation operates;

(p) no approval, order, consent of or filing with any Governmental Authority is required on the part of Innovation (other than as expressly contemplated herein) in connection with the execution and delivery of this Agreement and, once signed, the Closing Documents, or the performance by Innovation of its obligations pursuant to this Agreement and, once signed, the Closing Documents, the absence of which would reasonably be likely to result in a Material Adverse Change to Innovation;

(q) Innovation has prepared and filed all applicable Tax Returns, which were required to be filed on or prior to the Effective Date, with all appropriate Governmental Authorities. Each such Tax Return of Innovation was correct and complete in all material respects;

(r) Innovation has paid all Taxes shown as due and payable by it on all its Tax Returns, has paid all assessments and reassessments it has received in respect of Taxes, and has paid all Tax installments due and payable by it;

(s) there are no assessments or reassessments of Taxes that have been issued and are outstanding. Innovation is not negotiating any assessment or reassessment with any Governmental Authority. Innovation is not aware of any liabilities for Taxes or any grounds for an assessment or reassessment including aggressive treatment of income expenses, credits or other claims for deduction under any Tax Return;

(t) there is no requirement for Innovation to make any filing with, give any notice to, or obtain any consent, approval, waiver or other similar authorization of, any Person (other than as expressly contemplated herein), as a result of, or in connection with, with the execution and delivery of this Agreement and, once signed, the Closing Documents, or as a requirement or condition of the lawful completion of the Amalgamation and the other transactions contemplated by this Agreement, for which the failure to do so would reasonably be expected to result in a Material Adverse Change to Innovation;

(u) the data and information in respect of Innovation and its Assets, liabilities, Business and operations provided, or to be provided, by Innovation or its Representatives to Torchlight or its Representatives is, and will be, accurate and correct in all material respects as at the date hereof or the date provided, as applicable, and, in respect of any information provided or to be provided, do not omit to state a material fact, did not and will not knowingly omit any material data or information necessary to make any data or information provided or to be provided not misleading in any material respect as at the date hereof or the date provided, as applicable;

(v) Innovation holds title to its Assets free and clear of all Liens, adverse claims, easements, rights of way, servitudes, zoning or building restrictions or any, other rights of others or other adverse interests of any kind, including leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements (collectively, "Encumbrances"), except any Encumbrances which would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change;

(w) other than as disclosed in writing to Torchlight, Innovation does not currently have any Employment Agreements with any current or former stockholder, officer or director of Innovation, or any other employee or consultant for which such employee or consultant receives a salary of greater than $150,000 that are currently in effect;

(x) Innovation does not have in place or in effect any Employment Agreements, consulting agreements or other change of control agreements which provide for a payout or payment accruing as a result of the Amalgamation or other change of control of Innovation;

(y) there has been no material change in Innovation's accounting policies or in the financial condition of Innovation since the date of the most recent Innovation Financial Statements;

(z) Innovation has no material liabilities of any nature (matured or unmatured, fixed or contingent), other than:

(i) those that set forth or adequately provided for in the balance sheet and associated notes thereto included in the Innovation Financial Statements (the "Innovation Balance Sheet");

(ii) those incurred in the ordinary course of business and not required to be set forth in the Innovation Balance Sheet under IFRS;

(iii) those incurred in the ordinary course of business from the date of the Innovation Balance Sheet and consistent with past practice; and

(iv) those incurred in connection with the preparation and execution of the Letter of Intent and this Agreement and related matters;

(aa) Innovation has maintained proper accounting records such that an audit can readily be completed on its financial statements;

(bb) since the date of the most recent Innovation Financial Statements, the Business has been conducted in the ordinary course, and there has not been:

(i) any event, occurrence, state of circumstances, or facts or change in Innovation or in the Business that has had, or which Innovation may, after reasonable inquiry, expect to have, either individually or in the aggregate, a Material Adverse Change;

(ii) any (A) change in any the liabilities of Innovation that has had, or which Innovation may, after reasonable inquiry, expect to have, a Material Adverse Change or (B) any recurrence, assumption or guarantee of any indebtedness for borrowed money by Innovation in connection with the Business or otherwise;

(iii) any (A) payments by Innovation in respect of any indebtedness of Innovation for borrowed money or in satisfaction of any liabilities of Innovation related to the Business, other than in the ordinary course of business or the guarantee by Innovation of any of the indebtedness of any other Person or (B) creation, assumption or sufferance of (whether by action or omission) the existence of any Lien on any assets reflected on the Innovation Balance Sheet;

(iv) any transaction or commitment made, or any material contract entered into, by Innovation, or any waiver, amendment, termination or cancellation of any material contract by Innovation, or any relinquishment of any rights thereunder by Innovation or of any other right or debt owed to Innovation, other than, in each such case, actions taken in the ordinary course of business consistent with past practice;

(v) other than in the ordinary course of business and consistent with past practice, any: (A) grant of any severance, continuation or termination pay to any director, officer, stockholder or employee of Innovation, (B) entering into of any Employment Agreement, (C) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or any Employment Agreement, (D) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, stockholders or employees of Innovation, (E) change in the terms of any bonus, pension, insurance, health or other

employee benefit plan of Innovation or (F) representation of Innovation to any employee or former employee of Innovation that Innovation promised to continue any employee benefit plan after the Effective Date;

(vi) any change by Innovation in its accounting principles, methods or practices or in the manner it keeps its books and records that is not prescribed to be in accordance with IFRS; or

(vii) any distribution, dividend, bonus, management fee or other payment by Innovation to any officer, director, stockholder or affiliate of Innovation or any of their respective affiliates or Associates, other than payments of salaries or compensation in connection with services rendered in the normal course;

(cc) the financial books, records and accounts of Innovation have, in all material respects, been maintained in accordance with applicable law, in accordance with applicable accounting standards and, in each case, are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the Assets of Innovation and accurately and fairly reflect the basis for all financial statements of Innovation, including the Innovation Financial Statements;

(dd) Innovation has all material approvals, authorizations, certificates, consents, licences, orders and permits and other similar authorizations of all Governmental Authorities necessary for the operation of the Business in substantially the same manner as currently operated by Innovation or affecting or relating in any way to the Business;

(ee) Innovation has made available to Torchlight for inspection true and complete copies of all material contracts and Innovation is not in default of any of the material provisions of any of any such contracts, nor has any such default been alleged;

(ff) Innovation (i) is in compliance in all material respects with Environmental Laws; (ii) has operated its Business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants in material compliance with Environmental Laws; and (iii) holds all material licences, permits and approvals required under any Environmental Laws in connection with the operation of its Business as presently conducted and the ownership and use of its Assets;

(gg) neither Innovation nor any of its Assets is the subject of any investigation, evaluation, audit or review not in the ordinary course of business by any Governmental Authority to determine whether any violation of Environmental Laws has occurred or is occurring, and Innovation is not subject to any known environmental material liabilities;

(hh) to the knowledge of Innovation, there is no material claim, judicial or administrative proceeding which may affect Innovation or any of the Assets of Innovation relating to or alleging any violation of Environmental Laws;

(ii) except in connection with the Transaction Financings (for which the applicable engagement letter(s) and/or finder fee agreement(s) have been, or will be, made available to Torchlight), there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Innovation, who might be entitled to any fee, commission or reimbursement of expenses from Innovation upon consummation of the transactions contemplated by this Agreement;

(jj) there are no actions, suits or proceedings in existence or pending or, to the knowledge of Innovation, threatened or for which there is a reasonable basis, affecting or that would reasonably be expected to affect Innovation or affecting or that would reasonably be expected to affect any of Innovation's property or Assets at law or equity or before or by any Governmental Authority which action, suit or proceeding involves a possibility of any

judgment against or liability of Innovation which, if successful, would reasonably be expected to cause a Material Adverse Change, or would significantly impede the ability of Innovation to consummate the Amalgamation;

(kk) to the knowledge of Innovation, Innovation has not withheld from Torchlight any material information or documents concerning Innovation or its Assets or liabilities during the course of Torchlight's review of Innovation. No representation or warranty contained herein, and no statement contained in any schedule or other disclosure document provided or to be provided to Torchlight by Innovation pursuant hereto contains or will contain a misrepresentation;

(II) the minute books and records of Innovation made available to Torchlight in connection with the due diligence investigation of Torchlight and Subco for the period from the date of incorporation to the date hereof are all of the minute books of Innovation and contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of Innovation to the date hereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of Innovation to the date hereof not reflected in such minute books;

(mm) the information contained in the documents, certificates and written statements (including this Agreement and the schedules and exhibits hereto) furnished to Torchlight by or on behalf of Innovation with respect to Innovation (including the Business and the results of operations, financial condition and prospects of Innovation) for use in connection with this Agreement or the transactions contemplated by this Agreement is true and complete in all material respects and does not, to the knowledge of Innovation, omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There is no fact known to Innovation that has not been disclosed to Torchlight by Innovation in writing that has had a Material Adverse Change on or, so far as Innovation can now foresee, would reasonably be likely to result in a Material Adverse Change (including the Business and the results of operations, financial condition or prospects of Innovation);

(nn) Innovation has made available to Torchlight a list in writing of all registered Innovation Intellectual Property including without limitation, a complete list of all patents, trademarks, service marks, trade names, copyrights, domain name, registration with respect to any of Innovation Intellectual Property and any applications for and under any of the foregoing;

(oo) Innovation is the sole owner, free and clear of any liens or third party rights, of all the Intellectual Property used in or necessary for the conduct of the Business as currently conducted. There are no claims or demands pending by any other person pertaining to any of such Intellectual Property nor, to the knowledge of Innovation, is there a claim or demand threatened, and no proceedings have been instituted or threatened which challenge the rights of Innovation with respect to such Intellectual Property;

(pp) other than for "off the shelf" products used by Innovation in its day to day operations, there are no licenses or other agreements or shared ownership interests of any kind, under which Innovation is or may be, granted rights in Intellectual Property of any third person and there are no licenses or other agreements or shared ownership interests of any kind, under which Innovation has granted rights to others in its Intellectual Property;

(qq) Innovation has taken commercially reasonable measures required to establish and preserve its ownership of all Intellectual Property developed by, or on behalf of, Innovation, including the maintenance and renewal of all registered Intellectual Property. All current and former employees and all consultants and independent contractors having, or who have had, access to, or who were involved in the development of, any of the Intellectual Property owned or developed by Innovation, executed enforceable agreements that

provide valid written assignment of all right, title and interest in and to inventions and other Intellectual Property resulting from their employment or services and all such persons to the best knowledge of Innovation, are in compliance with such agreements. Innovation has no knowledge of any infringement by others of any of its Intellectual Property. All current and former employees and all consultants and independent contractors hired by Innovation have agreed to maintain the confidentiality of all confidential and proprietary information of Innovation and of any information of third parties received by Innovation under an obligation of confidentiality;

(rr) to the knowledge of Innovation, neither Innovation nor any employee or consultant of Innovation is obligated under any duty or agreement (including any license, confidentiality agreement, covenant or commitment of any nature), or subject to any judgment, decree or order of any court or authorized administrative agency, that would interfere in any manner with the use of their best efforts to promote the interests of Innovation or that would conflict with the Business as now conducted. Each former and current employee, officer, consultant and independent contractor of Innovation has executed a proprietary information and assignment of inventions undertaking towards Innovation, pertaining to all right, title and interest in and to all Intellectual Property resulting from his/her/its employment with or services to Innovation;

(ss) all pending applications for registration of the Innovation Intellectual Property are in good standing with the appropriate offices and assignments have been recorded in favour of Innovation to the extent recordation within a timely manner is required to preserve the rights thereto;

(tt) the execution and delivery of this Agreement or any agreement contemplated hereby will not breach, violate or conflict with any instrument or agreement governing any of Innovation Intellectual Property, will not cause the forfeiture or termination of any of Innovation Intellectual Property or in any way exclude the right of Innovation to use, sell, license or dispose of or to bring any action for the infringement of any of Innovation Intellectual Property (or any portion thereof);

(uu) there are no royalties, honoraria, fees or other payments payable by Innovation to any Person by reason of, or in respect of, the ownership, use, license, sale or disposition of any of Innovation Intellectual Property and there are no restrictions on the ability of Innovation or any successor to or assignee from Innovation to use and exploit all rights in such Intellectual Property; and

(vv) all maintenance fees due in accordance with the Innovation Intellectual Property have been paid in a timely manner.

3.2 Representations and Warranties of Torchlight and Subco

Torchlight and Subco hereby make, as of the date hereof, the following representations and warranties and acknowledge that Innovation is relying upon such representations and warranties for the purpose of entering into this Agreement:

(a) each of Torchlight and Subco is a corporation duly incorporated, validly existing and in good standing under the BCBCA;

(b) each of Torchlight and Subco is duly registered and licensed to carry on its business in the jurisdictions in which it carries on such business or owns property where so required by the Laws of that jurisdiction and is not otherwise precluded from carrying on such business or owning property in such jurisdictions by any other commitment, agreement or document;

(c) each of Torchlight and Subco is in material compliance with all applicable laws in the jurisdictions in which it carries on its business and which may materially affect such

company, has not received a notice of non-compliance, nor does such company know of any facts that could give rise to a notice of such non-compliance with any applicable laws and such company is not aware of any pending change or contemplated change to any applicable Law or governmental position that would materially affect its business or legal environment under which such company operates;

(d) no proceedings have been taken or authorized by either of Torchlight or Subco or, to the knowledge of either Torchlight or Subco, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of either Torchlight or Subco or with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to either Torchlight or Subco;

(e) Torchlight has an authorized share capital consisting of an unlimited number of Torchlight Shares, of which pre-Consolidation 5,500,000 Torchlight Shares are issued and outstanding as of the date hereof and, to the knowledge of Torchlight, such Torchlight Shares are free and clear of all Liens;

(f) Subco has an authorized share capital consisting of an unlimited number of Subco Shares, of which 100 Subco Shares are issued and outstanding, which are legally and beneficially owned by Torchlight, and, to the knowledge of Subco, such Subco Shares are free and clear of all Liens;

(g) other than (i) 550,000 pre-Consolidation Torchlight Options that are each exercisable to acquire one Torchlight Share at a price of $0.10 per share until August 8, 2032, there are no outstanding securities convertible into or exercisable to acquire any Torchlight Shares or any other securities or agreements which could result in the issuance of Torchlight Shares or other securities of Torchlight;

(h) there are no outstanding securities convertible into or exercisable to acquire any Subco Shares or any other securities or agreements which could result in the issuance of Torchlight Shares or other securities of Subco;

(i) Torchlight does not have any subsidiaries other than Subco;

(j) all securities of Torchlight and Subco have been issued in compliance with applicable laws, including the BCBCA and the Securities Act;

(k) neither Torchlight nor Subco is subject to any regulatory decision or order prohibiting or restricting transfer of its securities;

(l) Torchlight is:

(i) a "reporting issuer" only in British Columbia and Alberta,

(ii) a "capital pool company" under the rules and policies of the TSXV, and

(iii) not in material default of any of its obligations as a reporting issuer or as a TSXV capital pool company,

and the Torchlight Shares are listed on the TSXV;

(m) each of Torchlight and Subco has the power, authority and capacity to execute and perform its obligations under this Agreement and each of the Closing Documents to which it is, or will be, a party;

(n) the Name Change does not require the approval of the Torchlight Shareholders and may be approved by the directors of Torchlight, subject to the approval of the TSXV;

(o) the execution and delivery by Torchlight and Subco of this Agreement and, once signed, each of the Closing Documents to which it is a party and the performance of their respective obligations thereunder and contained therein have been duly authorized by all applicable corporate action;

(p) this Agreement constitutes legal, valid and binding obligations of Torchlight and Subco, as the case may be, enforceable against each of them in accordance with their terms and upon the execution of and delivery by Torchlight and Subco of the Closing Documents to which it is a party, as applicable, each will constitute legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its terms;

(q) neither the execution and delivery of this Agreement and the Closing Documents nor the consummation of the Amalgamation will directly or indirectly (with or without notice or lapse of time) (i) conflict with or result in a material breach or violation of any provision of the Constating Documents of Torchlight or Subco; (ii) conflict with or result in a material breach or violation of any applicable Law to which either of Torchlight or Subco is subject, the effect of which would reasonably be expected to result in a Material Adverse Change to Torchlight and Subco, taken as a whole. Torchlight is not aware of any pending or contemplated change to any applicable Law or governmental position that would reasonably be expected to result in a Material Adverse Change to the business of Torchlight and Subco, taken as a whole, as currently conducted or the legal environment under which Torchlight operates; (iii) constitute a default under or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit to which Torchlight or Subco is entitled, under any material contract to which Torchlight or Subco is a party or any permit or similar authorization relating to Torchlight or Subco, or its business; or (iv) result in the creation or imposition of any Lien relating to Torchlight or Subco;

(r) no approval, order, consent of or filing with any Governmental Authority is required on the part of Torchlight or Subco (other than as expressly contemplated herein) in connection with the execution and delivery of this Agreement and, once signed, the Closing Documents, or the performance by Torchlight and Subco of their respective obligations pursuant to this Agreement and, once signed, the Closing Documents, the absence of which would reasonably be expected to result in a Material Adverse Change to Torchlight or Subco;

(s) each of Torchlight and Subco has prepared and filed all applicable Tax Returns with all appropriate Governmental Authorities which were required to be filed on or prior to the Effective Date. Each such Tax Return of Torchlight and Subco was correct and complete in all material respects;

(t) each of Torchlight and Subco has paid all Taxes shown as due and payable by it on all its Tax Returns and has paid all assessments and reassessments it has received in respect of Taxes. Each of Torchlight and Subco has paid all Tax installments due and payable by it;

(u) there are no assessments or reassessments of Taxes that have been issued and are outstanding. Each of Torchlight and Subco is not negotiating any assessment or reassessment with any Governmental Authority. Each of Torchlight and Subco is not aware of any liabilities of such company for Taxes or any grounds for an assessment or reassessment including aggressive treatment of income expenses, credits or other claims for deduction under any Tax Return;

(v) there is no requirement for either Torchlight or Subco to make any filing with, give any notice to, or obtain any consent, approval, waiver or other similar authorization of, any

Person (other than as expressly contemplated herein), as a result of, or in connection with, with the execution and delivery of this Agreement and, once signed, the Closing Documents or as a requirement or condition of the lawful completion of the Amalgamation and the other transactions contemplated by this Agreement, for which the failure to do so would reasonably be expected to result in a Material Adverse Change to Torchlight or Subco;

(w) the data and information in respect of Torchlight and Subco and their Assets, liabilities, business and operations provided, or to be provided, by Torchlight or its advisors to Innovation or their advisors is, and will be, accurate and correct in all material respects as at the date hereof or the date provided, as applicable, and, in respect of any information provided or to be provided, do not omit to state a material fact, did not and will not knowingly omit any material data or information necessary to make any data or information provided or to be provided not misleading in any material respect as at the date hereof or the date provided, as applicable. Torchlight has no knowledge of any Material Adverse Change to Torchlight from that disclosed in such data and information;

(x) Torchlight does not hold any Assets other than cash;

(y) other than as disclosed in writing to Innovation, each of Torchlight and Subco does not currently have, and has never had, any Employment Agreements or consulting agreement with any Person whatsoever;

(z) each filing forming a part of the Torchlight Public Disclosure Record was, as at the date it was filed, true, correct, and complete and did not contain any misrepresentation as of the respective dates of such information or statements, and no material change has occurred in relation to Torchlight which is not disclosed in the Torchlight Public Disclosure Record, and Torchlight has not filed any confidential material change reports which continue to be confidential;

(aa) all financial statements of Torchlight, including the Torchlight Financial Statements: (i) have been prepared in accordance with IFRS and/or generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of Torchlight, as of the date thereof, and there has been no Material Adverse Change in the financial position of Torchlight since the date of the most recent Torchlight Financial Statements and the business of Torchlight has been carried on in the usual and ordinary course consistent with past practice since the date thereof; (ii) contain and reflect all necessary adjustments and accruals for a fair presentation of its financial position and the results of its operations for the periods covered by said financial statements; (iii) with respect to the Torchlight Financial Statements and any subsequent interim period for which financial statements of Torchlight will be required to be included in the Disclosure Document, ensure such financial statements are audited or reviewed, as applicable pursuant to Policy 2.4, by an independent public accountant in accordance with the CPA Canada Handbook; (iv) contain and reflect adequate provisions for all reasonably anticipated liabilities (including Taxes) with respect to the periods then ended and all prior periods; and (v) with respect to material contracts to which Torchlight is a party, contain and reflect adequate reserves for all reasonably anticipated material losses and costs and expenses in excess of expected receipts;

(bb) the financial books, records and accounts of each of Torchlight or Subco have, in all material respects, been maintained in accordance with applicable law, in accordance with applicable accounting standards and, in each case, are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the Assets of each of Torchlight or Subco and accurately and fairly reflect the basis for all financial statements of each of Torchlight or Subco, including the Torchlight Financial Statements;

(cc) Subco is not party to any material contracts other than this Agreement and those material contracts filed on SEDAR+ as part of the Torchlight Public Disclosure Record;

(dd) there are no approvals, authorizations, certificates, consents, licences, orders and permits and other similar authorizations required from any Governmental Authorities (and all other Persons) necessary for, affecting or relating in any way to Torchlight or Subco;

(ee) there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Torchlight, who might be entitled to any fee, commission or reimbursement of expenses from any Party hereto or the Resulting Issuer or any of their respective affiliates or Associates upon consummation of the transactions contemplated by this Agreement;

(ff) neither Torchlight nor Subco has any material liabilities of any nature (matured or unmatured, fixed or contingent), other than:

(i) those set forth or adequately provided for in the most recent balance sheet and associated notes thereto included in the Torchlight Financial Statements (the "Torchlight Balance Sheet");

(ii) those incurred in the ordinary course of business and not required to be set forth in the Torchlight Balance Sheet under IFRS; and

(iii) those incurred in the ordinary course of business since the date of the Torchlight Balance Sheet and consistent with past practice;

(gg) there are no actions, suits or proceedings in existence or pending or, to the knowledge of Torchlight, threatened or for which there is a reasonable basis, affecting or that would reasonably be expected to affect Torchlight or affecting or that would reasonably be expected to affect any of Torchlight's property or Assets at law or equity or before or by any Governmental Authority which action, suit or proceeding involves a possibility of any judgment against or liability of Torchlight which, if successful, would reasonably be expected to cause a Material Adverse Change, or would significantly impede the ability of Torchlight to consummate the Amalgamation;

(hh) to the knowledge of Torchlight, Torchlight has not withheld from Innovation any material information or documents concerning Torchlight, Subco or their respective Assets or liabilities during the course of Innovation's review of Torchlight, Subco and their Assets. No representation or warranty contained herein, and no statement contained in any schedule or other disclosure document provided or to be provided to Innovation by Torchlight or Subco pursuant hereto contains or will contain an untrue statement of a material fact which is necessary to make the statements herein or therein not misleading; and

(ii) the minute books and records of Torchlight and Subco made available to Innovation in connection with the due diligence investigation of Torchlight and Subco for the period from the date of incorporation to the date hereof are all of the minute books of Torchlight and Subco and contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of Torchlight and Subco to the date hereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of Torchlight and Subco to the date hereof not reflected in such minute books.

ARTICLE 4

COVENANTS

4.1 Operation of Business by Innovation

From the date hereof to the Effective Date, unless the Other Party otherwise agrees in writing or as otherwise expressly contemplated or permitted by this Agreement, Torchlight and Innovation will conduct their respective businesses in the ordinary course consistent with past practice, and, except as required to effect the transactions contemplated herein, Innovation will use best efforts to preserve intact the current business organization of Innovation, keep available the services of the present employees and agents of Innovation, if applicable, and maintain good relations with, and the goodwill of, suppliers, clients, landlords and all other Persons having business relationships with Innovation, as applicable.

4.2 Negative Covenants

From the date hereof to the Effective Date, unless the Other Party otherwise agrees in writing or as otherwise expressly contemplated or permitted by this Agreement or in the ordinary course of business, neither Innovation, on the one hand, nor Torchlight, on the other hand, will:

(a) take any action (directly or indirectly) with respect to any of the following, except to the extent necessary to give effect to its obligations under or as expressly permitted by this Agreement:

(i) amending its or its subsidiaries', if applicable, Constating Documents;

(ii) any acquisition or disposition of Assets;

(iii) any acquisition or disposition of securities;

(iv) any change in its capitalization (including, but not limited to, any increase in the amount or maturity of its consolidated borrowings) or any conversion of an amount of short-term borrowings into long-term borrowings;

(v) split, combine or reclassify any shares or undertake any capital reorganization or combination thereof other than as contemplated by this Agreement;

(vi) declaring or paying any dividend or declaring, authorizing or making any distribution of, on or in respect of any of its securities whether payable in cash, securities or otherwise;

(vii) any release or relinquishment of any rights under or make amendments to a material contract, an Authorization or a Permit;

(viii) the entering into any joint venture or similar agreement, arrangement or relationship;

(ix) the grant of any license or other right with respect to any property;

(x) the issuance or purchase or other acquisition of any equity securities, including any securities convertible into, or rights, warrants or options to acquire, any equity securities;

(xi) agreeing or committing to the guarantee of payment of any indebtedness;

(xii) making any material change in methods of accounting, except as required by concurrent changes in IFRS;

(xiii) canceling, waiving, releasing, assigning, settling or comprising any material claims or rights;
(xiv) granting any Lien on any of its Assets; and
(xv) amending, modifying or terminating any material insurance policy in effect on the date of this Agreement;

(b) grant to any employee any increase in compensation or in severance or termination pay, or enter into any Employment Agreement;
(c) enter into any written or oral agreements, commitments or contracts or amend its existing material contracts;
(d) take, or fail to take, any action which would reasonably be expected to result in Torchlight ceasing to be a reporting issuer under the securities laws of British Columbia and Alberta or being noted in default thereunder, or to result in the delisting or suspension of the Torchlight Shares from the TSXV;
(e) fail to promptly advise the Other Party in writing of any material change in its financial condition or operations that would reasonably be expected to result in a Material Adverse Change;
(f) enter into any transaction or perform any act which might:
(i) interfere or be inconsistent with the successful completion of the Amalgamation;
(ii) render inaccurate any of the representations and warranties set forth herein; or
(iii) adversely affect its ability to perform its covenants and agreements under this Agreement; and
(g) make, revoke or amend any tax election, amend any Tax Return, settle or compromise any action in respect of Taxes, consent to the extension of any extension or waiver of any limitation period applicable to Taxes, make any change in any method of accounting or auditing practice other than as required or contemplated by IFRS.

4.3 Proceedings

Each of Torchlight, Subco, and Innovation will defend or cause to be defended any lawsuits or other legal proceedings brought against it or any affiliate or subsidiary thereof challenging this Agreement or the completion of the Amalgamation. Torchlight will not settle, compromise or release any claim brought by its present, former or purported holders of any of its securities in connection with the Amalgamation prior to the Effective Time without the prior written consent of Innovation.

4.4 Disclosure Document

Innovation and Torchlight will:

(a) cooperate and use their commercial reasonable efforts in:
(i) the preparation of the Disclosure Document;
(ii) obtaining all Consents and Authorizations, including orders of any Governmental Authority, the TSXV and third parties as are necessary for the consummation of the Amalgamation; and

(iii) taking all such actions as may be required under or pursuant to the Act in connection with the Amalgamation;

(b) each furnish to one another, on a timely basis, all such information as may be required to prepare and submit the Disclosure Document to the TSXV and complete the other actions required under this Section 4.4, and each hereby covenants that no information so furnished by it in connection with such actions or otherwise in connection with the consummation of the Amalgamation will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances in which they were made, not misleading;

(c) each ensure that the information relating to it disclosed in the Disclosure Document will not contain any misrepresentation;

(d) each promptly notify the Other Party if at any time before or after the Effective Time it becomes aware that the Disclosure Document contains a misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances under which they were made and cooperate in the preparation of a supplement or amendment to the Disclosure Document, as the case may be, that corrects any such misstatement or omission;

(e) ensure that the Disclosure Document is prepared in compliance with the applicable provisions of the rules of the TSXV and applicable securities laws; and

(f) cooperate with each other in connection with the preparation of documentation for submission to the TSXV and any other applicable regulatory authorities and keep each other informed of any requests or comments made by regulatory authorities in connection with such documentation.

4.5 Consents

Each Party will use its commercially reasonable efforts to obtain all required third party Consents, Permits, approvals, Authorizations, filings, assignments or waivers and amendments or terminations to any instrument or agreement and take such other measures as may be necessary to fulfil its obligations hereunder and to carry out the transactions contemplated by this Agreement and the Amalgamation Agreement, including obtaining any shareholder approvals, consents or agreements as may be required under applicable Laws, the rules and policies of the TSXV and its Constating Documents to be able to fulfil its obligations hereunder and in connection with the delivery of all of the Closing Documents;

4.6 Dissent Rights

Innovation will promptly advise Torchlight of any written notice of notice of dissent or purported exercise by any Innovation Shareholder of Dissent Rights received by Innovation in relation to the Innovation Amalgamation Resolution and any withdrawal of Dissent Rights received by Innovation.

4.7 Rectification of Corporate Records

Innovation and Torchlight and their respective officers and directors will, in consultation and cooperation with one another, rectify all material deficiencies and irregularities in the corporate records, record-keeping, resolutions, minutes, registers and other similar and related corporate documents customarily maintained in a body corporate's minute books as such deficiencies and irregularities are identified by the Other Party, as soon as practicable following the execution of this Agreement and, in any event, prior to the Effective Date, to the satisfaction of the Other Party, acting reasonably.

4.8 Name Change

Torchlight will take all action necessary to consummate the Name Change at the Effective Time in accordance with applicable Laws.

4.9 Public Announcements

Until the earlier of the termination of this Agreement or the completion of the Amalgamation, no press release or other statement regarding the Amalgamation or this Agreement will be issued by either Party without the prior written consent of the other Party as to form, content, timing and manner of distribution or publication; provided that no Party will be prevented from making any disclosure which is required to be made by applicable Laws or pursuant to the rules and policies of the TSXV. Innovation acknowledges that Torchlight will be required to announce the execution of this Agreement by press release and describe the terms of the Amalgamation in its continuous disclosure filings in accordance with applicable Laws and the rules and policies of the TSXV.

4.10 Notification of Certain Matters

Without limiting Section 4.4(d), between the date hereof and the Effective Date, each Party will give prompt notice in writing to each other Party of:

(a) any information that indicates that any of its representations or warranties contained herein was not true and correct as of the date hereof or will not be true and correct at and as of the Effective Time with the same force and effect as if made at and as of the Effective Time (except for changes specifically permitted or contemplated by this Agreement),

(b) the occurrence of any event that will result, or has a reasonable prospect of resulting, in the failure of any condition specified in Article 7 hereof to be satisfied, and

(c) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the Amalgamation, or that the Amalgamation may otherwise violate the rights of or confer remedies upon such third party.

4.11 Listing

Torchlight will use its best efforts to have all of the Torchlight Shares issuable pursuant to, or as consequence of, the Amalgamation accepted for listing by the TSXV and to fulfill all of the conditions of such acceptance stipulated by the TSXV. Each Party will provide all other Parties with all communications sent to or received from the TSXV or any Governmental Authority in connection with the Amalgamation and the Disclosure Document.

4.12 Innovation Financial Statements

Innovation agrees that it will prepare and provide the Innovation Financial Statements, in accordance with IFRS and ensure that:

(a) such Innovation Financial Statements present fairly in accordance with IFRS the consolidated financial position, results of operations and changes in financial position of Innovation as of the date thereof and for the periods indicated therein;

(b) such Innovation Financial Statements reflect appropriate and adequate reserves in respect of contingent liabilities (including Taxes), if any, of Innovation;

(c) with respect to the Innovation Financial Statements and any subsequent interim period for which financial statements of Innovation will be required to be included in the Disclosure Document, ensure such financial statements are audited or reviewed, as applicable

pursuant to Policy 2.4, by an independent public accountant in accordance with the CPA Canada Handbook;

(d) with respect to the material contract to which Innovation is a party, such Innovation Financial Statements contain and reflect adequate reserves for all reasonably anticipated material losses and costs and expenses in excess of expected receipts; and

(e) any Material Adverse Change in the financial position of Innovation subsequent to the date of the Innovation Financial Statements will be adequately disclosed to Torchlight and reflected in the Innovation Financial Statements, as necessary.

4.13 Representations and Warranties

Each of the Parties covenants and agrees that from the date hereof until the termination of this Agreement, it will not take any action, or fail to take any action, which would or may reasonably be expected to result in its representations and warranties set out herein being untrue in any material respect at any time prior to the Effective Date or the termination of this Agreement, whichever is first.

4.14 Expenses

Each Party will be responsible for its own costs and charges incurred with respect to the transactions contemplated herein, including, without limitation, all costs and charges incurred prior to the date of this Agreement and all legal, valuation, advisory and accounting fees and disbursements relating to preparing the documents contemplated by this Agreement or otherwise relating to the transactions contemplated herein. Innovation will be responsible for paying all filing and listing fees of the TSXV in accordance with Policy 1.3 in connection with the transactions contemplated herein.

ARTICLE 5 COMMITMENT TO THE AMALGAMATION

5.1 Alternative Transactions

Each of Innovation and Torchlight hereby covenants that, from the date hereof until the earlier of the Effective Time and this Agreement having been terminated pursuant to and in accordance with Article 6, it will:

(a) not directly or indirectly through any Representative take any action of any kind which could reasonably be construed to reduce the likelihood of success of consummating the Amalgamation, including but not limited to any action to continue, solicit, initiate, assist, encourage, engage in or respond to any enquiries, submissions, proposals or offers from any other Person, entity or group relating to, and will not participate in any discussions or negotiations regarding or furnish to any other Person, entity or group any information with respect to, or otherwise cooperate in any way with or assist or participate in, or facilitate or encourage any effort or attempt with respect to an Alternative Transaction;

(b) promptly notify the other Parties if it becomes aware that any proposal in respect of any Alternative Transaction has been made, or it or any of its Representatives has received any inquiry from or contact with any Person with respect thereto, and advise the other Parties of the content of any such proposal and, if written, provide the other Parties with copies; and

(c) cease any and all negotiations with any third party in respect of any Alternative Transaction, and not release any such third party from its obligations under any confidentiality agreement or other similar agreement.

5.2 Facilitation of Amalgamation

Without limiting Section 5.1, each Party will use commercially reasonable efforts to satisfy each of the conditions precedent to be satisfied by it and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws, including applicable securities Laws, and the policies of the TSXV to permit the completion of the Amalgamation in accordance with the provisions of this Agreement and the Amalgamation Agreement and to consummate and make effective all other transactions contemplated in and by this Agreement and the Amalgamation Agreement and each will cooperate with the others in connection with the foregoing, including:

(a) satisfying all conditions precedent to the Amalgamation, including the completion of all transactions to be effected prior to the Effective Time, including, without limitation, the Transaction Financings;

(b) entering into and delivering the Closing Documents on or before the Effective Date;

(c) agreeing to such changes, modifications or amendments to the Amalgamation Agreement or the Amalgamation as either Innovation or Torchlight may reasonably request, provided any such change, modification or amendment would not materially adversely affect such Party;

(d) using reasonable efforts to provide notice to, and obtain all necessary Consents and Authorizations, the failure of which to obtain would prevent the Parties from effecting the Amalgamation or would reasonably be expected to result in a Material Adverse Change to Innovation or Torchlight;

(e) using commercially reasonable efforts to effect or cause to be effected all necessary registrations and filings and submissions of information requested of it by any Governmental Authority, the failure of which to obtain would prevent the Parties hereto from effecting the Amalgamation or would reasonably be expected to result in a Material Adverse Change to Innovation or Torchlight;

(f) using commercially reasonable efforts to lift or rescind any injunction or restraining order or other order which may be entered against it, which injunction or order would prevent the Parties hereto from completing the Amalgamation;

(g) cooperating with the other Parties in connection with any lawsuits or legal proceedings brought against any Party challenging this Agreement or the completion of the Amalgamation, and keeping each other informed of any material information that becomes known to them in connection therewith;

(h) complying promptly with all requirements imposed by Law on its with respect to this Agreement, the Amalgamation Agreement or the Amalgamation; and

(i) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement, or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Amalgamation.

5.3 Notification

Each Party will promptly notify the other Parties of:

(a) any Material Adverse Change or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Change in respect of such Party;

(b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Amalgamation (and contemporaneously provide a copy of any such notice or communication to the other Parties);

(c) any notice or other communication from any Governmental Authority in connection with this Agreement or the Amalgamation (and contemporaneously provide a copy of any such notice or communication to the other Parties); or

(d) any legal or regulatory proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such Party or that relate to this Agreement or the Amalgamation.

ARTICLE 6

TERMINATION

6.1 Termination by Torchlight

Subject to compliance with Section 7.4, Torchlight may, when not in default in the performance of any of its obligations under this Agreement, without prejudice to any other rights, terminate this Agreement by written notice to Innovation if:

(a) not all of the conditions precedent in Sections 7.1 and 7.3 have been satisfied or waived by Torchlight on or prior to the Outside Date;

(b) the Amalgamation cannot be completed because Innovation is in material default of any of its covenants contained in Article 4; or

6.2 Termination by Innovation

Subject to compliance with Section 7.4, Innovation, when not in default in the performance of any of its obligations under this Agreement, may, without prejudice to any other rights, terminate this Agreement by written notice to Torchlight and Subco if:

(a) not all of the conditions precedent in Section 7.2 and 7.3 have been satisfied or waived by Innovation on or prior to the Outside Date;

(b) the Amalgamation cannot be completed because Torchlight or Subco is in material default under any of its covenants contained in Article 4; or

6.3 Effect of Termination

In the case of any termination of this Agreement pursuant to and in compliance with this Article 6, this Agreement, except in respect to any obligation hereunder which expressly survives termination in accordance with its terms, will be of no further force or effect provided that nothing herein will relieve any Party from its liability for any breach of this Agreement prior to such termination.

ARTICLE 7
CONDITIONS

7.1 Conditions for the Benefit of Torchlight

The obligations of Torchlight and Subco to complete the Amalgamation will be subject to the fulfilment, or the waiver by Torchlight, of the following conditions on or before the Effective Time, each of which is for the exclusive benefit of Torchlight and may be waived in writing by Torchlight at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it may have:

(a) Innovation will have complied in all material respects with its covenants in this Agreement on or before the Effective Time;

(b) the representations and warranties of Innovation set forth in this Agreement will be true and correct in all material respects on and as of the Effective Time (as if made on and as of such time) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(c) no judgment or order will have been issued by any Governmental Authority, no action, suit, or proceeding will have been taken by any Person, and no Law, regulation or policy (including any TSXV policy) will have been proposed, enacted, or promulgated or applied,

(i) which could reasonably be expected to have the effect to cease trade in any of the securities of Innovation or enjoin, prohibit or impose material limitations or conditions on the completion of the Amalgamation; or

(ii) that, if the Amalgamation was completed, could reasonably be expected to result in a Material Adverse Change to Torchlight;

(d) the Innovation Amalgamation Resolution will have been approved by the Innovation Shareholders;

(e) Torchlight will be satisfied with the results of its due diligence investigations relating to Innovation, acting reasonably;

(f) Innovation will have delivered all Closing Documents required to be delivered by it in a form and substance satisfactory to Torchlight and Torchlight's counsel, each acting reasonably, and Torchlight will have received all executed counterparts and certified or other copies of such documents as such counsel may reasonably request;

(g) other than in connection with the Transaction Financings (including the automatic conversion of Subscription Receipts into SR Shares, Innovation will not have issued any Innovation Shares, Innovation Options or other rights to acquire Innovation Shares following the date of this Agreement;

(h) the issuance of Torchlight Shares to "U.S. Persons" (as defined in Regulation S) or persons in the United States pursuant to the Amalgamation shall be exempt from registration requirements under the U.S. Securities Act under Section 4(a)(2) of or Rule 903 of Regulation S, and Innovation shall have obtained and delivered to Torchlight, on or before the Effective Date, a fully completed and executed U.S. Person Certificate from each Innovation Shareholder or holder of convertible securities of Innovation who is a "U.S. Person" (as defined in U.S. Regulation S) or person in the United States who is entitled to receive Torchlight Shares or convertible securities of Torchlight pursuant to the

Amalgamation in order to, among other things, evidence the availability of such exemptions;

(i) all necessary documents to be entered into in order to give effect to the Amalgamation will be in form and substance satisfactory to Torchlight, acting reasonably; and

(j) since the date hereof, there will not have been any change, condition, event or occurrence that, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Change to Innovation.

7.2 Conditions for the Benefit of Innovation

The obligations of Innovation to complete the Amalgamation will be subject to the fulfilment, or the waiver by Innovation, of the following conditions on or before the Effective Time, unless otherwise specified, each of which is for the exclusive benefit of Innovation and may be waived in writing by Innovation, as applicable, at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it may have:

(a) Torchlight will have complied in all material respects with its covenants in this Agreement on or before the Effective Time and Innovation will have no actual knowledge of the contrary;

(b) no consents of the Torchlight Shareholders or any other Person, other than Innovation, if applicable, will have been required in connection with the completion of the Name Change and Consolidation, and the Name Change and Consolidation will have been approved by the TSXV;

(c) the representations and warranties of Torchlight set forth in this Agreement will be true and correct in all material respects on and as of the Effective Time (as if made on and as of that time) except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(d) no judgment or order will have been issued by any Governmental Authority, no action, suit or proceeding will have been taken by any Person, and no Law, regulation or policy will have been proposed, enacted, or promulgated or applied,

(i) which could reasonably be expected to have the effect to cease trade in any of the securities of Torchlight or enjoin, prohibit or impose material limitations or conditions on the completion of the Amalgamation, or

(ii) that, if the Amalgamation was completed, could reasonably be expected to result in a Material Adverse Change to Innovation;

(e) the Subco Amalgamation Resolution will have been approved by Torchlight as the sole shareholder of Subco;

(f) Innovation will be satisfied with the results of its due diligence investigations relating to Torchlight, acting reasonably;

(g) Torchlight will have delivered all Closing Documents required to be delivered by it in a form and substance satisfactory to Innovation and Innovation's counsel, each acting reasonably, and Innovation will have received all executed counterparts and certified or other copies of such documents as such counsel may reasonably request;

(h) Torchlight will not have issued any Torchlight Shares, Torchlight Options, or other rights to acquire Torchlight Shares following the date of this Agreement;

(i) all necessary documents to be entered into in order to give effect to the Amalgamation will be in form and substance satisfactory to Innovation, acting reasonably;

(j) since the date hereof, there will not have been any change, condition, event or occurrence that, individually or in the aggregate, has been, or could reasonably be expected to result in, a Material Adverse Change to Torchlight or Subco;

(k) Subco will have no outstanding indebtedness or liabilities;

(l) other than Subco, Torchlight will have no subsidiaries;

(m) Torchlight will not be in material default of any of its obligations as a reporting issuer or as a TSXV listed issuer.

7.3 Mutual Conditions

The obligations of the Parties to complete the transactions contemplated by this Agreement will be subject to the satisfaction of the following conditions at or before the Effective Time (any of which may be waived in writing by the mutual agreement of the Parties):

(a) if Innovation elects to approve the Innovation Amalgamation Resolution by way of holding the Innovation Meeting, the number of Dissenting Shareholders will not represent, in the aggregate, in excess of 5% of the Innovation Shares issued and outstanding immediately prior to the Innovation Meeting;

(b) the Torchlight Shares issuable to Innovation Shareholders at the Effective Time will be issued pursuant to exemptions from the prospectus requirements of the Securities Act (British Columbia) and shall be exempt from the registration requirements of the U.S. Securities Act and applicable laws of any state of the United States;

(d) the Innovation Share Split shall have been completed prior to undertaking the SR Financing;

(e) the Effective Date will occur on or before the Outside Date;

(f) the Transaction Financings shall have been completed;

(g) no provision of any applicable Law and no judgment, injunction, order or decree will be in effect which restrains or enjoins or otherwise prohibits the consummation of the Amalgamation;

(h) the appropriate approval of any Governmental Authority, including all Consents, waivers, permits, orders and Authorizations of any such Governmental Authority in connection with, or required to permit, the consummation of the transactions contemplated hereby, the failure to obtain which or the non-expiry of which would constitute a breach of applicable Law, or would, individually or in the aggregate, be or reasonably be expected to result in a Material Adverse Change to any of the Parties after the Effective Time, will have been obtained or received;

(i) a sponsor report, if and as required, will have been delivered to the TSXV in accordance with TSXV policies;

(j) all Authorizations or Consents and all regulatory authorizations and receipt of all necessary approvals from the TSXV for the listing of the Resulting Issuer Shares, including those to be issued pursuant to the Amalgamation (subject to Torchlight's fulfilling the TSXV's usual and ordinary listing requirements) will have been obtained on terms satisfactory to the Parties; and

(k) this Agreement will have not been terminated in accordance with Article 6 of this Agreement.

7.4 Notice and Cure Provisions

Each of Innovation, on the one hand, and Torchlight and Subco, on the other hand, will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely to:

(a) constitute a material breach of any of its representations or warranties contained herein or which would cause such representations and warranties to be untrue or incorrect in any material respect on the Effective Date; or

(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date.

Neither Innovation, on the one hand, nor Torchlight and Subco, on the other hand, may elect not to complete the Amalgamation or the other transactions contemplated hereby pursuant to any of the conditions precedent contained in Sections 7.1, 7.2 or 7.3, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the Effective Date, Innovation, on the one hand, or Torchlight, on the other hand, as the case may be, has delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which Innovation, on the one hand, or Torchlight, on the other hand, as the case may be, is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that Innovation, on the one hand, or Torchlight, on the other hand, as the case may be, is proceeding diligently to cure such matter, if such matter is capable of being cured, the other may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 21 days from such notice.

7.5 Satisfaction, Waiver and Release of Conditions

The conditions provided for in this Article 7 will be deemed conclusively to have been satisfied, waived or released when the Amalgamation Application has been filed as contemplated in Section 2.4.

ARTICLE 8 CLOSING DELIVERIES

8.1 Closing Documents

Provided that the conditions precedent in Article 7 that must be satisfied prior to the Effective Date are satisfied or waived by the Party or Parties entitled to waive, as the case may be, then on or before the last Business Day prior to the Effective Date the Parties will execute, deliver or cause to be delivered, as the case may be, and as applicable to each of them, the documents and instruments described in Sections 8.2 and 8.3, as applicable (the "Closing Documents") to the offices of MLT Aikins LLP, 2600 – 1066 West Hastings Street, Vancouver, British Columbia V6E 3X1 (the "Place of Closing").

8.2 Innovation Deliveries

Innovation will deliver to the Place of Closing the following Closing Documents:

(a) a certificate of a senior officer of Innovation and certifying, on behalf of Innovation as of the Effective Date, that Innovation has complied in all material respects with its covenants in this Agreement and that the conditions precedent that must be satisfied on or prior to the Effective Date in Sections 7.2 and 7.3 have been satisfied or are waived;

(b) a certificate of a senior officer of Innovation certifying that the representations and warranties of such company set forth in this Agreement are true and correct in all material respects on and as of the Effective Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(d) a counterpart to the Amalgamation Agreement duly executed by Innovation;

(e) a counterpart to the Amalgamation Application duly executed by Innovation;

(f) a certified copy of the Innovation Amalgamation Resolution;

(g) a certified copy of the resolutions of the directors of Innovation approving the Amalgamation and this Agreement;

(h) an affidavit of a director of Innovation as required by the Section 277 of the BCBCA;

(i) consents in writing to act as directors of Torchlight duly signed by Duane Nelson, Darryl Yea and Michael Cowin;

(j) consent in writing to act as a director of Amalco duly signed by Duane Nelson;

(k) consent in writing to act as an officer of Amalco duly signed by Duane Nelson;

(l) duly executed copies of the U.S. Person Certificates for each Innovation Shareholder who is a "U.S. Person" (as defined in Regulation S) or a person in the United States;

(m) evidence satisfactory to Torchlight and its legal counsel, acting reasonably, of the completion of all corporate proceedings of Innovation, and all other matters which, in the reasonable opinion of Torchlight and its legal counsel, are necessary in connection with the transactions contemplated by this Agreement; and

(n) such other documents, certificates, opinions and deliveries as the Parties mutually consider reasonably necessary or desirable in connection with this Agreement and the consummation of the transactions contemplated herein.

8.3 Torchlight and Subco Deliveries

Torchlight and Subco will deliver to the Place of Closing the following Closing Documents:

(a) a certificate of a senior officer of each of Torchlight and Subco certifying, on behalf of such company as of the Effective Date, that such company has complied in all material respects with its covenants in this Agreement and that the conditions precedent that must be

satisfied on or prior to the Effective Date in Sections 7.1 and 7.3 have been satisfied or are waived;

(b) a certificate of a senior officer of each of Torchlight and Subco certifying that the representations and warranties of such company set forth in this Agreement are true and correct in all material respects on and as of the Effective Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(d) one or more counterparts to the Amalgamation Agreement duly executed by Torchlight and Subco;

(e) a counterpart to the Amalgamation Application duly executed by Subco;

(f) a certified copy of the Subco Amalgamation Resolution;

(g) certified copies of the resolutions of the directors of Torchlight and Subco approving the Amalgamation, the Name Change and the issuance of the Torchlight Shares (including Flow Through Shares of Torchlight to be issues in exchange for Flow Through Shares of Innovation) pursuant to the Amalgamation;

(h) an affidavit of a director of Subco as required by the Section 277 of the BCBCA;

(i) resignations in writing from each of the departing incumbent directors and officers of Torchlight, other than Robert Archer;

(j) the conditional approval letter or other written communication from the TSXV confirming the conditional listing of the Resulting Issuer Shares, subject to Torchlight fulfilling the TSXV's usual and ordinary listing requirements;

(k) evidence satisfactory to Innovation and its legal counsel, acting reasonably, of the completion of all corporate proceedings of Torchlight and Subco and all other matters which, in the reasonable opinion of Innovation and its legal counsel, are necessary in connection with the transactions contemplated by this Agreement; and

(l) such other documents, certificates, opinions and deliveries as the Parties mutually consider reasonably necessary or desirable in connection with this Agreement and the consummation of the transactions contemplated herein.

8.4 Books and Records

From and after the Effective Time, Amalco will retain all Books and Records of Torchlight and Subco, and Torchlight will deliver such Books and Records at Innovation's direction on the Effective Date.

ARTICLE 9 INDEMNIFICATION

9.1 Survival of Representations, Warranties, and Covenants

All representations, warranties, covenants, agreements and obligations of Torchlight or Innovation, as applicable (the "Indemnifying Parties"), contained herein and all claims of the Other Party, as applicable (the "Indemnitee"), in respect of any breach of any representation, warranty, covenant, agreement or

obligation of any Indemnifying Party contained in this Agreement, will survive the Effective Date and will expire two years from the Effective Date.

9.2 Indemnification

Subject to an Indemnitee's duty to mitigate and to the other terms and conditions of this Article 9, the Indemnifying Party will indemnify and defend the Indemnitee against, and will hold it harmless from and against, and will pay and reimburse it for, any and all Losses (excluding any loss of profits or consequential damages) incurred or sustained by, or imposed upon, the Indemnitee based upon, arising out of, with respect to or by reason of:

(a) any material inaccuracy in or breach of any of the representations or warranties of the Indemnifying Party contained in this Agreement or in any certificate or instrument delivered by the Indemnifying Party pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Effective Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

(b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Indemnifying Party pursuant to this Agreement; and

(c) any Losses incurred as a result of or in connection with any action, transaction or matter taken or failed to be taken by the Indemnifying Party prior to the Effective Date.

9.3 Certain Limitations

The Indemnitee will take all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to or does, give rise thereto, including incurring costs only the minimum extent necessary to remedy the breach that gives rise to such Loss.

9.4 Indemnification Procedures

Any claims for indemnification (the "Indemnification Claim") by an Indemnitee will be asserted by the Indemnitee giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnitee becomes aware of the Indemnification Claim. The failure to give such prompt written notice will not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnitee will describe the Indemnification Claim in reasonable detail will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have 30 days after its receipt of such notice to respond in writing to the Indemnification Claim. The Indemnitee will allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Indemnification Claim, and whether and to what extent any amount is payable in respect of the Indemnification Claim and the Indemnitee will assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnitee's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 days period, the Indemnifying Party will be deemed to have rejected the Indemnification Claim, in which case the Indemnitee will be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.

9.5 Payment

Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article 9, the Indemnifying Party will satisfy its obligations within 15 Business Days of such agreement or adjudication by wire transfer of immediately available funds.

9.6 Exclusive Remedies

The Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all Indemnification Claims (other than Indemnification Claims arising from fraud, criminal activity or willful misconduct on the part of a Party in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, will be pursuant to the indemnification provisions set forth in this Article 9. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the Other Party arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article 9. Nothing in this Section 9.6 will limit any Party's right to seek and obtain any equitable relief to which any Party will be entitled or to seek any remedy on account of any Other Party's fraudulent, criminal activity or willful misconduct.

ARTICLE 10
CONFIDENTIALITY

The Parties will, and will cause their employees, officers, directors, shareholders, outside advisors, agents, affiliates, Associates and Representatives to, treat any data and information obtained with respect to the Parties, or any of their affiliates or Associates, from any Representative, officer, director or employee of the Parties, or from any books or records of the Parties, confidentially and with commercially reasonable care and discretion, and will not disclose any such information to third parties; provided, however, that the foregoing will not apply to: (a) information in the public domain or that becomes public through disclosure in accordance with applicable Law or the policies of the TSXV, (b) information that is required to be disclosed by applicable Law or the policies of the TSXV, (iii) information that is disclosed by a Party or its affiliates or Associates, on a confidential basis, to any of its agents, accountants, attorneys and prospective lenders or investors in connection with or related to the consummation of the transactions contemplated hereby, including the financing of the transactions contemplated by this Agreement, or (iv) any information that is disclosed by the Parties after the Effective Date.

In the event that this Agreement is terminated, each of Torchlight and Subco, on the one hand, and Innovation, on the other hand, upon the written request of the other, will, and will cause its Representatives to, promptly deliver to the applicable Party(ies) any and all documents or other materials furnished by such Party(ies) or their respective affiliates in connection with this Agreement without retaining any copy thereof. In the event of such request, all other documents, whether analyses, compilations or studies, that contain or otherwise reflect the information furnished by a Party, will be destroyed by the applicable receiving Party or will be returned and the applicable Party(ies) will confirm in writing that all such materials have been returned or destroyed. No failure or delay by any Party(ies) in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

The Parties hereto recognize and agree that in the event of a breach by any Party of this section, money damages would not be an adequate remedy for such breach and, even if money damages were adequate, it would be impossible to ascertain or measure with any degree of accuracy the damages sustained therefrom. Accordingly, if there should be a breach or threatened breach by any Party(ies) of the provisions of this section, the other applicable Party(ies), will be entitled to an injunction restraining any breach without showing or proving actual damage sustained by such Party(ies). Nothing in the preceding sentence will limit or otherwise affect any remedies that the non-violating Party(ies) may otherwise have under applicable Law.

ARTICLE 11
GENERAL PROVISIONS

11.1 Notice

Any notice delivered or emailed will be deemed to have been given and received on the Business Day next following the date of delivery or email, as the case may be. Any notice mailed as aforesaid will be deemed to have been given and received on the third Business Day following the date it is posted, provided that if between the time of mailing and actual receipt of the notice there will be a mail strike, slow down or other labour dispute which might affect delivery of the notice by mail, then the notice will be effective only if actually delivered. Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement and the transactions contemplated thereby will be in writing and will be sufficiently given or made if mailed or emailed, in the case of:

(a) Innovation, addressed as follows:

Innovation Mining Inc.
Address: 119-998 Harbourside Drive,
North Vancouver, BC V7P 3T2

Attention: Duane Nelson
Email: [email protected]

(b) Torchlight and Subco, addressed as follows:

Torchlight Innovations Inc.
Suite 2600 - 1066 West Hastings Street
Vancouver, BC V6E 3X1

Attention: Fayyaz Alimohamed
Email: [email protected]

11.2 Assignment

No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties.

11.3 Binding Effect

This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns (including, for greater certainty, Amalco).

11.4 Time of the Essence

Time is of the essence hereof.

11.5 Governing Law

This Agreement will be governed by and construed in accordance with the Laws of the province of British Columbia and the federal Laws of Canada applicable therein.

11.6 Entire Agreement

This Agreement (including, for greater certainty, the Amalgamation Agreement), constitutes the entire agreement and understanding between and among the Parties hereto with respect to the subject matter

hereof and the Amalgamation and supersedes any prior agreement, representation or understanding with respect thereto, including, without limitation, the Letter of Intent.

11.7 Amendment or Waiver

Subject to any requirements imposed by Law or by any court having jurisdiction, this Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by written instrument executed by all the Parties hereto. No waiver of any nature, in any one or more instances, will be deemed or construed as a further or continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.

11.8 Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is determined to be void or unenforceable in whole or in part, it will be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision will be severable from this Agreement.

11.9 Counterparts and Delivery

This Agreement may be executed in any number of counterparts, each of which will be considered the original and all of which, together, will constitute one and the same instrument. This Agreement may also be executed in original or by signature sent and received by facsimile or other electronic transmission and the reproduction of such signature sent and received by way of facsimile or other electronic transmission will be deemed as though such reproduction was an executed original thereof.

11.10 Further Assurances

Each of the Parties hereto agrees that each will promptly furnish to the other such further documents and take or cause to be taken such further actions as may reasonably be required in order to effect this Agreement and the Amalgamation. Each Party hereto agrees to execute and deliver such instruments and documents as the other Parties hereto may reasonably require in order to carry out the intent of this Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first above written.

INNOVATION MINING INC.

(signed) "Duane Nelson"

Name: Duane Nelson
Title: CEO

TORCHLIGHT INNOVATIONS INC.

(signed) "Fayyaz Alimohamed"

Name: Fayyaz Alimohamed
Title: CEO, CFO, Corporate Secretary

1535261 B.C. LTD.

(signed) "Fayyaz Alimohamed"

Name: Fayyaz Alimohamed
Title: President and Director

SCHEDULE A
TO THE BUSINESS COMBINATION AGREEMENT

Form of Amalgamation Agreement

AMALGAMATION AGREEMENT

THIS AGREEMENT is effective as of April 11, 2025,

BETWEEN:

INNOVATION MINING INC., a corporation incorporated under the laws of British Columbia, Canada

("Innovation")

AND:

TORCHLIGHT INNOVATIONS INC., a corporation incorporated under the laws of British Columbia, Canada

("Torchlight")

AND:

1535261 B.C. LTD., a corporation incorporated under the laws of British Columbia, Canada

("Subco")

WHEREAS:

A. each of the Parties is also a Party to a Business Combination Agreement which contemplates the Amalgamation (as herein defined), subject to certain conditions;

B. Subco and Innovation wish, subject to the satisfaction or waiver of the conditions set forth in Article 7 of the Business Combination Agreement, to effect the Amalgamation and amalgamate and continue as one corporation under the provisions the BCBCA and in accordance with the terms thereof; and

C. the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to the Amalgamation.

Definitions. In this Agreement:

(a) "Agreement" means this amalgamation agreement and includes any and every instrument supplemental or ancillary hereto.

(b) "Amalco" means the corporation resulting from the Amalgamation.

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(d) "Amalgamating Companies" means Subco and Innovation.

(e) "Amalgamation" means the amalgamation of the Amalgamating Companies under Sections 269 of the BCBCA upon the terms and subject to the conditions set forth in this Agreement, as contemplated by the Merger Agreement.

(f) "Amalgamation Application" means the amalgamation application substantially in the form attached as Appendix A hereto to be filed by the Amalgamating Companies with the Registrar in accordance with Section 275(1)(a) of the BCBCA.

(g) "Amalgamation Certificate" means the amalgamation certificate in respect of the Amalgamation to be issued by the Registrar in accordance with Section 281 of the BCBCA.

(h) "Articles of Amalgamation" means the articles of amalgamation substantially in the form attached as Appendix B hereto.

(i) "Subco Share" means a common share without par value in the capital of Subco.

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

(k) "Depository" means [Odyssey Trust Company], the transfer agent of the resulting issuer under the Business Combination Agreement.

(l) "Dissent Rights" means the rights of dissent in respect of the Amalgamation provided for pursuant to Section 272 of the BCBCA.

(m) "Dissenting Shareholder" means an Innovation Shareholder who validly exercises the right of dissent available to such holder under Section 272 of the BCBCA in respect of the Innovation Amalgamation Resolution, and becomes entitled to receive, if the Amalgamation is completed, the fair value of his, her or its Innovation Shares, provided such Innovation Shareholder has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights or otherwise failed to comply with the requirements of the BCBCA.

(n) "Effective Date" means the effective date of the Amalgamation as set forth in and indicated on the Amalgamation Certificate.

(o) "Effective Time" means 10:00 a.m. (Vancouver time) on the Effective Date or such other time as Torchlight and Innovation, each acting reasonably, may agree to in writing, such agreement to be evidenced by the filing of the Amalgamation Application with such other time.

(p) "Escrow Agent" means any trust company, bank, or other financial institution as may be agreed to in writing by Torchlight and Innovation for the purposes of, among other things, selling the Torchlight Shares to which Innovation Shareholders, but for the application of Section 24, would be entitled to receive upon Amalgamation.

(q) "ITA" means the Income Tax Act (Canada).

(r) "Law" means any federal, provincial, local, municipal, state, foreign or other administrative statute, law, order, constitution, ordinance, principle of common law, regulation, rule or treaty.

(s) "Lien" means any mortgage, hypothec, lien, security interest, lease, option, right of third parties or other charge or encumbrance, including the lien or retained title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

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(t) "Business Combination Agreement" means the Business Combination agreement dated April 11, 2025, between Torchlight, Subco, and Innovation, including the recitals, schedules and exhibits thereto, as the same may be amended, modified or supplemented in accordance with its terms.

(u) "Other Party" means either Innovation in relation to Torchlight or Torchlight in relation to Innovation.

(v) "Party" means a party to this Agreement and "Parties" means all of them, collectively.

(w) "Registrar" means the Registrar of Companies under the BCBCA.

(x) "Innovation Amalgamation Resolution" means the special resolution of Innovation Shareholders in respect of the Amalgamation.

(y) "Innovation Shareholders" means the registered holders of Innovation Shares and "Innovation Shareholder" means any of the Innovation Shareholders.

(z) "Innovation Share" means a common share without par value in the capital of Innovation.

(aa) "Torchlight Share" means a common share without par value in the capital of Torchlight.

Any other capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement.

Amalgamation. Subject to the provisions of this Agreement, the Amalgamating Companies hereby agree to amalgamate effective as of the Effective Time under the provisions of the BCBCA and to continue as one company on the terms and conditions hereinafter set out.
Effect of Amalgamation. As of the Effective Time, subject to the BCBCA:

(a) the Amalgamation of the Amalgamating Companies and their continuance as one corporation will become effective;

(b) the property of each of the Amalgamating Companies will continue to be the property of Amalco;

(d) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Companies will be unaffected;

(e) any civil, criminal or administrative action or proceeding pending by or against either of the Amalgamating Companies may be continued to be prosecuted by or against Amalco;

(f) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Companies may be enforced by or against Amalco; and

(g) the Articles of Amalgamation will be deemed to be the articles of incorporation of Amalco and the Amalgamation Certificate will be deemed to be the certificate of incorporation of Amalco.

Name. The name of Amalco will be "Innovative Mineral Technologies Inc".

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Amalgamation Application and Articles. The forms of the Amalgamation Application and of the Articles of Amalgamation will, subject to repeal, amendment, alteration or addition under the BCBCA, be in substantially the forms set forth in Appendices A and B attached hereto, respectively.
Termination. The board of directors of either of the Amalgamating Companies may terminate the Amalgamation and this Agreement at any time prior to the issue of the Amalgamation Certificate notwithstanding the approval by either, or both of, the Innovation Shareholders and Torchlight as sole shareholder of Subco.
Modifications. The Parties may, by resolution of their respective directors, assent to any alteration or modification of this Agreement which the Registrar may require or which the shareholders of the Amalgamating Companies may direct or approve pursuant to the BCBCA and all alterations or modifications so assented to will be binding upon the Parties.
Fiscal Year. The fiscal year end of Amalco shall be [December 31] of each calendar year.
Business. There will be no restrictions on the business Amalco may carry on or on the powers it may exercise.
Registered Office. The mailing and the delivery address of the registered office of Amalco will be at Suite 1500 – 1111 West Hastings Street, Vancouver, Canada until otherwise determined.
Records Office. The mailing and the delivery address of the records office of Amalco will be at Suite 1500 – 1111 West Hastings Street, Vancouver, Canada until otherwise determined.
Authorized Capital. Amalco will be authorized to issue an unlimited number of common shares without par value which shall have the rights, privileges, restrictions and conditions, subject to repeal, amendment, alteration or addition under the BCBCA, set out in the Articles of Amalgamation. No shares of Amalco may be transferred except in compliance with the restrictions set out in the Articles of Amalgamation.
Initial Director. The first director of Amalco, until amended in accordance with the Articles of Amalgamation, shall be the person whose name and address appear below:

Name	Mailing Address	Delivery Address
Duane Nelson	119-998 Harbourside Drive,
North Vancouver, BC V7P 3T2	Same

Such director shall hold office until the first annual meeting of shareholders of Amalco or until his successor is elected or appointed.

Officers. The following person will hold the office set opposite his name and will carry out his duties until he is relieved from such office by the board of directors of Amalco or until he sooner ceases to hold such office:

Name	Position
Duane Nelson	President and Secretary

Treatment of Share Capital. Upon issuance of the Amalgamation Certificate at the Effective Time, the issued and unissued shares of each of the Amalgamating Companies will be exchanged for Amalco Shares as follows:

(a) all of the unissued shares of each of the Amalgamating Companies will be cancelled;

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(b) each issued and outstanding Subco Share will be exchanged for one Amalco Share, and the issued and outstanding Subco Shares will be cancelled;
(c) Innovation Shareholders (other than Dissenting Shareholders) will receive one (1) Torchlight Share for each Innovation Share held; and
(d) as consideration for the issuance of the Torchlight Shares to the Innovation Shareholders, Amalco will issue to Torchlight 100 Amalco Shares.

Share Certificates. At the Effective Time:

(a) Torchlight will be deemed to be the registered holder of all of the outstanding Amalco Shares to which it is entitled under Section 15(b) and 15(d) and will be entitled to receive a share certificate or written acknowledgement of uncertificated shares representing such Amalco Shares;
(b) share certificates or written acknowledgements of uncertificated shares evidencing the Innovation Shares will cease to represent any claim upon or interest in Innovation or Amalco other than the right to receive Torchlight Shares in accordance with Section 15(b);
(c) Innovation Shareholders (other than Dissenting Shareholders) will have the right to receive Torchlight Shares in accordance with Section 15(b), and
(d) Dissenting Shareholders shall have the right to receive the fair value, determined in accordance with the BCBCA, of the Innovation Shares held by them.

Capital. At the Effective Time:

(a) to the extent permitted by law, Torchlight shall add to the capital account maintained in respect of the Torchlight Shares an amount equal to the aggregate paid-up capital (as such term is defined in the ITA), determined immediately prior to the Effective Time, of the Innovation Shares that are exchanged for Torchlight Shares on the Amalgamation less the paid-up capital of any Innovation Shares held by Dissenting Shareholders who do not exchange their Innovation Shares for Torchlight Shares pursuant to the Amalgamation); and
(b) to the extent permitted by law, Amalco shall add to the capital account maintained in respect of the Amalco Shares an amount equal to the sum of (i) the aggregate paid-up capital (as such term is defined in the ITA), determined immediately prior to the Effective Time, of the Subco Shares; and (ii) the aggregate paid-up capital (as such term is defined in the ITA), determined immediately prior to the Effective Time, of the Innovation Shares that are exchanged for Amalco Shares on the Amalgamation.

Fractional Shares. No fractional Torchlight Shares or Amalco Shares will be issued by Torchlight or Amalco pursuant to this Agreement. Any exchange or replacement contemplated in Section 15 that results in less than a whole number will be rounded down to the nearest whole number without any payment in lieu of any fractional share.
Lost Certificates. In the event any certificate, which immediately prior to the Effective Time represented one or more outstanding Innovation Shares that were exchanged pursuant to this Agreement, has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depository will issue in exchange for such lost, stolen or destroyed certificate, the Torchlight Shares deliverable in accordance with the terms herein.
Withholding Rights. Torchlight, Amalco and the Depository will be entitled to deduct and withhold from any consideration otherwise payable to any Innovation Shareholder such amounts as

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Torchlight, Amalco or the Depository determines are required or permitted to be deducted and withheld with respect to such payment under the ITA, or any provision of any other applicable tax law. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to the Innovation Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

No Liens. Any exchange or transfer of securities pursuant to this Agreement will be free and clear of all Liens of third parties of any kind.
Covenants. Subco and Innovation will, on or prior to the Effective Date, jointly file with the Registrar the Amalgamation Application and the Articles of Amalgamation and such other documents as may be required to give effect to the Amalgamation at the Effective Time upon and subject to the terms and conditions of this Agreement and the Merger Agreement.
Dissenting Shareholders. Innovation Shares held by Dissenting Shareholders (each, a "Dissenting Innovation Share") will not be exchanged for Torchlight Shares at the Effective Time in accordance with Section 15(b). Instead, on the Effective Date, each Dissenting Shareholder will cease to have any rights as a Innovation Shareholder other than the right to be paid the fair value in respect of the Dissenting Innovation Shares in accordance with the provisions of Section 272 of the BCBCA. However, if a Dissenting Shareholder withdraws or is deemed to have withdrawn the exercise of its Dissent Rights or otherwise failed to comply with the requirements of the BCBCA or if such Dissenting Shareholder's rights as a Innovation Shareholder are otherwise reinstated, each Dissenting Innovation Share held by that Dissenting Shareholder will thereupon be deemed to have been exchanged for one Torchlight Share at the Effective Time in accordance with Section 15(b).
Non-Resident Shareholders. Without limiting anything in this Agreement, Torchlight will not be required to issue any share in connection with the Amalgamation to any shareholder resident in a jurisdiction other than Canada if the local securities laws of such jurisdiction would make such issuance illegal or require the preparation and filing of a prospectus, the registration of such securities or other applicable requirements and, instead of the consideration to which such shareholder is otherwise entitled under Section 15, all Torchlight Shares that such shareholder would have otherwise been entitled to receive at the Effective Time in respect of its Innovation Shares will instead be delivered to the Escrow Agent. The Escrow Agent will use its best efforts to sell such Torchlight Shares as soon as practicable after the Effective Date, on such dates and at such prices as the Escrow Agent may determine in its sole discretion, through one or more brokers with whom the Escrow Agent transacts business. Each such Innovation Shareholder will receive a pro rata share of the cash proceeds from the sale of such Torchlight Shares sold by the Escrow Agent. Innovation agrees to bear all costs and fees of the Escrow Agent and brokers in connection with such sales. For greater certainty, the Escrow Agent will not be liable to any party if it is unable to effect the sale of any such Torchlight Shares at a particular price or at all.
Notice. Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement will be given or made in accordance with the terms of the Merger Agreement.
Assignment. No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of each of the Other Party.
Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including, for greater certainty, Amalco).
Time of the Essence. For the purposes of this Agreement time will be of the essence.
Governing Law. This Agreement will be governed by and construed in accordance with the Laws of the province of British Columbia and the federal Laws of Canada applicable therein.

A-6

Entire Agreement. This Agreement (including, for greater certainty, the Merger Agreement), constitutes the entire agreement and understanding between and among the Parties with respect to the subject matter hereof and the Amalgamation and supersedes any prior agreement, representation or understanding with respect thereto.
Amendment or Waiver. Subject to any requirements imposed by Law or by any court having jurisdiction, this Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by written instrument executed by all the Parties. No waiver of any nature, in any one or more instances, will be deemed or construed as a further or continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.
Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is determined to be void or unenforceable in whole or in part, it will be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision will be severable from this Agreement.
Counterparts and Delivery. This Agreement may be executed in any number of counterparts, each of which will be considered the original and all of which, together, will constitute one and the same instrument. This Agreement may also be executed in original or by signature sent and received by facsimile or other electronic transmission and the reproduction of such signature sent and received by way of facsimile or other electronic transmission will be deemed as though such reproduction was an executed original thereof.
Further Assurances. Each of the Parties agrees that it will promptly furnish to the Other Parties such further documents and take or cause to be taken such further actions as may reasonably be required in order to effect this Agreement and the Amalgamation. Each Party agrees to execute and deliver such instruments and documents as the Other Parties may reasonably require in order to carry out the intent of this Agreement.

[Remainder of page intentionally left blank.]

A-7

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the day and year first above written.

INNOVATION MINING INC.

Name: Duane Nelson
Title: CEO

TORCHLIGHT INNOVATIONS INC.

Name: Fayyaz Alimohamed
Title: CEO, CFO, Corporate Secretary

1535261 B.C. LTD.

Name: Fayyaz Alimohamed
Title: President and Director

A-A-1

APPENDIX A TO THE AMALGAMATION AGREEMENT

Amalgamation Application

Please see attached.

BC Limited Company
AMALGAMATION APPLICATION
BUSINESS CORPORATIONS ACT, section 275

BRITISH COLUMBIA
BC Registry Services

Telephone: 1 877 526-1526
www.bcreg.ca
Mailing Address: PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3
Courier Address: 200 – 940 Blanshard Street
Victoria BC V8W 3E6

DO NOT MAIL THIS FORM to BC Registry Services
unless you are instructed to do so by registry staff.
The Regulation under the Business Corporations Act
requires the electronic version of this form to be filed
on the Internet at www.corporateonline.gov.bc.ca

Freedom of Information and Protection of Privacy Act (FOIPPA):
Personal information provided on this form is collected, used and
disclosed under the authority of the FOIPPA and the Business
Corporations Act for the purposes of assessment. Questions regarding
the collection, use and disclosure of personal information can be
directed to the Manager of Registries Operations at 1 877 526-1526,
PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.

A INITIAL INFORMATION – When the amalgamation is complete, your company will be a BC limited company.
What kind of company(ies) will be involved in this amalgamation?
(Check all applicable boxes.)
☑ BC company
☐ BC unlimited liability company

B NAME OF COMPANY – Choose one of the following:
☑ The name INNOVATIVE MINERAL TECHNOLOGIES INC. is the name
reserved for the amalgamated company. The name reservation number is: ___.

☐ The company is to be amalgamated with a name created by adding “B.C. Ltd.” after the incorporation number,

☐ The amalgamated company is to adopt, as its name, the name of one of the amalgamating companies.
The name of the amalgamating company being adopted is: _______

The incorporation number of that company is: _______

Please note: If you want the name of an amalgamating corporation that is a foreign corporation, you must obtain a name
approval before completing this amalgamation application.

C AMALGAMATION STATEMENT – Please indicate the statement applicable to this amalgamation.

☐ With Court Approval:
This amalgamation has been approved by the court and a copy of the entered court order approving the amalgamation
has been obtained and has been deposited in the records office of each of the amalgamating companies.

☑ Without Court Approval:
This amalgamation has been effected without court approval. A copy of all of the required affidavits under section
277(1) have been obtained and the affidavit obtained from each amalgamating company has been deposited in that
company’s records office.

FORM 13 LTD (SEP 2017)
Page 1

FORM 13 LTD (SEP 2017)
Page 2

6 AMALGAMATION EFFECTIVE DATE – Choose one of the following:

☑ The amalgamation is to take effect at the time that this application is filed with the registrar.

☐ The amalgamation is to take effect at 12:01a.m. Pacific Time on being a date that is not more than ten days after the date of the filing of this application.

☐ The amalgamation is to take effect at _ a.m. or _ p.m. Pacific Time on being a date and time that is not more than ten days after the date of the filing of this application.

E AMALGAMATING CORPORATIONS

Enter the name of each amalgamating corporation below. For each company, enter the incorporation number.

If the amalgamating corporation is a foreign corporation, enter the foreign corporation's jurisdiction and if registered in BC as an extraprovincial company, enter the extraprovincial company's registration number. Attach an additional sheet if more space is required.

NAME OF AMALGAMATING CORPORATION	BC INCORPORATION NUMBER, OR EXTRAPROVINCIAL REGISTRATION NUMBER IN BC	FOREIGN CORPORATION'S JURISDICTION
1. 1535261 B.C. LTD.	BC 1535261
2. INNOVATION MINING INC.	BC 1381581
3.
4.
5.

F FORMALITIES TO AMALGAMATION

If any amalgamating corporation is a foreign corporation, section 275 (1)(b) requires an authorization for the amalgamation from the foreign corporation's jurisdiction to be filed.

☐ This is to confirm that each authorization for the amalgamation required under section 275(1)(b) is being submitted for filing concurrently with this application.

6 CERTIFIED CORRECT – I have read this form and found it to be correct.

This form must be signed by an authorized signing authority for each of the amalgamating companies as set out in Item E.

| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| --- | --- | --- |
| 1. FAYYAZ ALIMOHAMED | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 2. DUANE NELSON | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 3. | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 4. | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 5. | X | |

NOTICE OF ARTICLES

A NAME OF COMPANY

Set out the name of the company as set out in Item B of the Amalgamation Application.

[●]

B TRANSLATION OF COMPANY NAME

Set out every translation of the company name that the company intends to use outside of Canada.

C DIRECTOR NAME(S) AND ADDRESS(ES)

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual's residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.

LAST NAME
FIRST NAME
MIDDLE NAME
NELSON
DUANE

| DELIVERY ADDRESS
119-998 HARBOURSIDE DRIVE, NORTH VANCOUVER | PROVINCE/STATE
BC | COUNTRY
CAN | POSTAL CODE/ZIP CODE
V7P 3T2 |
| --- | --- | --- | --- |
| MAILING ADDRESS
119-998 HARBOURSIDE DRIVE, NORTH VANCOUVER | PROVINCE/STATE
BC | COUNTRY
CAN | POSTAL CODE/ZIP CODE
V7P 3T2 |

LAST NAME
FIRST NAME
MIDDLE NAME

DELIVERY ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE

LAST NAME
FIRST NAME
MIDDLE NAME

DELIVERY ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE

LAST NAME
FIRST NAME
MIDDLE NAME

DELIVERY ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE

FORM 13 LTD (SEP 2017)

D REGISTERED OFFICE ADDRESSES

DELIVERY ADDRESS OF THE COMPANY'S REGISTERED OFFICE 15th FLOOR, 1111 WEST HASTINGS STREET, VANCOUVER	PROVINCE BC	POSTAL CODE V6E 2J3
MAILING ADDRESS OF THE COMPANY'S REGISTERED OFFICE 15th FLOOR, 1111 WEST HASTINGS STREET, VANCOUVER	PROVINCE BC	POSTAL CODE V6E 2J3

E RECORDS OFFICE ADDRESSES

DELIVERY ADDRESS OF THE COMPANY'S RECORDS OFFICE 15th FLOOR, 1111 WEST HASTINGS STREET, VANCOUVER	PROVINCE BC	POSTAL CODE V6E 2J3
MAILING ADDRESS OF THE COMPANY'S RECORDS OFFICE 15th FLOOR, 1111 WEST HASTINGS STREET, VANCOUVER	PROVINCE BC	POSTAL CODE V6E 2J3

F AUTHORIZED SHARE STRUCTURE

Identifying name of class or series of shares	Maximum number of shares of this class or series of shares that the company is authorized to issue, or indicate there is no maximum number.		Kind of shares of this class or series of shares.			Are there special rights or restrictions attached to the shares of this class or series of shares?
	THERE IS NO MAXIMUM (✓)	MAXIMUM NUMBER OF SHARES AUTHORIZED	WITHOUT PAR VALUE (✓)	WITH A PAR VALUE OF ($)	Type of currency	YES (✓)	NO (✓)
Common	✓		✓		CAD		✓

FORM 13 LTD (SEP 2017)

B-1

APPENDIX B
TO THE AMALGAMATION AGREEMENT

Articles of Amalgamation

INNOVATIVE MINERAL TECHNOLOGIES INC

(the "Company")

Incorporation number: ___

[●] (the "Company")

The Company has as its articles the following articles.

ARTICLES

Interpretation ... 2
Shares and Share Certificates ... 2
Issue of Shares ... 4
Share Registers ... 5
Share Transfers ... 5
Transmission of Shares ... 7
Purchase of Shares ... 7
Borrowing Powers ... 8
Alterations ... 9
Meetings of Shareholders ... 10
Proceedings at Meetings of Shareholders ... 12
Votes of Shareholders ... 16
Directors ... 20
Election and Removal of Directors ... 22
Alternate Directors ... 24
Powers and Duties of Directors ... 26
Interests of Directors and Officers ... 26
Proceedings of Directors ... 27
Executive and Other Committees ... 30
Officers ... 32
Indemnification ... 32
Dividends ... 34
Accounting Records and Auditors ... 35
Notices ... 36
Seal ... 38
Prohibitions ... 39

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(1) "board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;

(2) "Business Corporations Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(3) "Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(4) "legal personal representative" means the personal or other legal representative of a shareholder;

(5) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

(6) "seal" means the seal of the Company, if any.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were set out herein. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

1392-0913-8709, v. 1

2.3 Shareholder Entitled to Certificate or Acknowledgment or Written Notice

Unless the shares of which a shareholder is the registered owner are uncertificated shares, each shareholder is entitled, on request and at the shareholder’s option, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all. Within a reasonable time after the issue or transfer of a share that is an uncertificated share, the Company must send to the shareholder a written notice containing the information required by the Business Corporations Act.

2.4 Delivery by Mail

Any share certificate, non-transferable written acknowledgment of a shareholder's right to obtain a share certificate or written notice of the issue or transfer of an uncertificated share may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate, acknowledgement or written notice is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(2) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, provided such person has complied with the requirements of the Business Corporations Act.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

1392-0913-8709, v. 1

2.8 Certificate Fee

There must be paid as a fee to the Company for the issuance of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any, determined by the directors, which must not exceed the amount prescribed under the Business Corporations Act.

2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1) consideration is provided to the Company for the issue of the share by one or more of the following:

(a) past services performed for the Company;

1392-0913-8709, v. 1

(b) property;
(c) money; and

(2) the directors in their discretion have determined that the value of the consideration received by the Company is equal to or greater than the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options, convertible debentures and rights upon such terms and conditions as the directors determine, which share purchase warrants, options, convertible debentures and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register and Any Branch Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain a central securities register and may maintain a branch securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register or any branch securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

5.1 Registering Transfers

A transfer of a share of the Company must not be registered unless the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(1) a duly signed instrument of transfer in respect of the share;
(2) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate;
(3) if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and

1392-0913-8709, v. 1

(4) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, the due signing of the instrument of transfer and the right of the transferee to have the transfer registered.

For the purpose of this Article, delivery or surrender to the transfer agent or registrar which maintains the Company's central securities register or a branch securities register, if applicable, will constitute receipt by or surrender to the Company.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved from time to time by the directors or the transfer agent or registrar for the class or series of share to be transferred.

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificate(s) or set out in the written acknowledgments deposited with the instrument of transfer or, if the shares are uncertificated shares, then all of the uncertificated shares registered in the name of the shareholder:

(1) in the name of the person named as transferee in that instrument of transfer; or
(2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

1392-0913-8709, v. 1

5.6 Transfer Fee

There must be paid as a fee to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative of the shareholder, or, in the case of shares registered in the shareholder's name and the name of another person in joint tenancy, the surviving joint holder will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative of the shareholder, the directors may require a declaration of transmission made by the legal personal representative stating the particulars of the transmission, proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative of a shareholder has the same rights, privileges and obligations with respect to the shares as were held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder's name and the name of another person in joint tenancy.

7. PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by resolution of the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1) the Company is insolvent; or
(2) making the payment or providing the consideration would render the Company insolvent.

1392-0913-8709, v. 1

7.3 Redemption of Shares

If the Company proposes to redeem some but not all of the shares of any class, the directors may, subject to any special rights and restrictions attached to such class of shares, determine the manner in which the shares to be redeemed shall be selected.

7.4 Sale and Voting of Purchased Shares

If the Company retains a share which it has redeemed, purchased or otherwise acquired, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1) is not entitled to vote the share at a meeting of its shareholders;

(2) must not pay a dividend in respect of the share; and

(3) must not make any other distribution in respect of the share.

8. BORROWING POWERS

8.1 Powers of the Company

The Company, if authorized by the directors, may:

(1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;

(2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

(3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

8.2 Bonds, Debentures, Debt

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, or with special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

1392-0913-8709, v. 1

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may:

(1) by directors' resolution or by ordinary resolution, in each case as determined by the directors:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(d) if the Company is authorized to issue shares of a class of shares with par value:

(i) decrease the par value of those shares; or

(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(e) change all or any of its unissued shares with par value into shares without par value or any of its unissued shares without par value into shares with par value or change all or any of its fully paid issued shares with par value into shares without par value; or

(f) alter the identifying name of any of its shares; and

(2) by ordinary resolution otherwise alter its shares or authorized share structure;

and, if applicable, alter its Notice of Articles and, if applicable, alter its Articles accordingly.

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may:

(1) by directors' resolution or by ordinary resolution, in each case as determined by the directors, create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares if none of those shares have been issued; or vary or delete any special rights or restrictions attached to the shares of any class or series of shares if none of those shares have been issued; and

(2) by special resolution of the shareholders of the class or series affected, do any of the acts in (1) above if any of the shares of the class or series of shares have been issued,

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and alter its Notice of Articles and Articles accordingly.

9.3 Change of Name

The Company may by directors' resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration of its Notice of Articles in order to change its name and may, by directors' resolution or ordinary resolution, in each case as determined by the directors, adopt or change any translation of that name.

9.4 Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by directors' resolution or by ordinary resolution, in each case as determined by the directors, alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by a resolution of the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, at any time, call a meeting of shareholders.

10.4 Location of Meetings of Shareholders

A meeting of the Company may be held:

(1) in the Province of British Columbia;

(2) at another location outside British Columbia if that location is:

(a) approved by resolution of the directors before the meeting is held; or

(b) approved in writing by the Registrar of Companies before the meeting is held.

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10.5 Notice for Meetings of Shareholders

Subject to Article 10.2, the Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors' resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;
(2) otherwise, 10 days.

10.6 Notice of Resolution to which Shareholders May Dissent

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days; or
(2) otherwise, 10 days.

10.7 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1) if and for so long as the Company is a public company, 21 days; or
(2) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the

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meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.9 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or may agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.10 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting or a circular prepared in connection with the meeting must:

(1) state the general nature of the special business; and
(2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(a) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
(b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(2) at an annual general meeting, all business is special business except for the following:

(a) business relating to the conduct of or voting at the meeting;
(b) consideration of any financial statements of the Company presented to the meeting;
(c) consideration of any reports of the directors or auditor;

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(d) the setting or changing of the number of directors;
(e) the election or appointment of directors;
(f) the appointment of an auditor;
(g) the setting of the remuneration of an auditor;
(h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and
(i) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one person present or represented by proxy.

11.4 Persons Entitled to Attend Meeting

In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Business Corporations Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxyholder entitled to vote at the meeting.

11.5 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.6 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

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(1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.7 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.6(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the meeting shall be terminated.

11.8 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1) the chair of the board, if any; or
(2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.9 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president willing to act as chair of the meeting or present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose a director, officer or corporate counsel to be chair of the meeting or if none of the above persons are present or if they decline to take the chair, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.10 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.11 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.12 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by

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show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

11.13 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.12, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.14 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.15 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders, either on a show of hands or on a poll, does not have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.16 Manner of Taking Poll

Subject to Article 11.17, if a poll is duly demanded at a meeting of shareholders:

(1) the poll must be taken:

(a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
(b) in the manner, at the time and at the place that the chair of the meeting directs;

(2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
(3) the demand for the poll may be withdrawn by the person who demanded it.

11.17 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

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11.18 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.19 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.20 No Demand for Poll on Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.21 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.22 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

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12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1) any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1) for that purpose, the instrument appointing a representative must be received:

(a) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

(b) by the chair of the meeting at the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting;

(2) if a representative is appointed under this Article 12.5:

(a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages. Notwithstanding the foregoing, a corporation that is a shareholder may appoint a proxy holder.

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12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint up to two proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

(2) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or any adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting.

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A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given or has been taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]

(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder—printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is received:

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(1) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1) subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2) if the Company is a public company, the greater of three and the most recently set of:

(a) the number of directors elected by ordinary resolution (whether or not previous notice of the resolution was given); and

(b) the number of directors set under Article 14.4;

(3) if the Company is not a public company, the most recently set of:

(a) the number of directors elected by ordinary resolution (whether or not previous notice of the resolution was given); and

(b) the number of directors set under Article 14.4.

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13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors, subject to Article 14.8, may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director or to his or her spouse or

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dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(2) those directors whose term of office expires at the annual general meeting cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1) that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3 Failure to Elect or Appoint Directors

If:

(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3) when his or her successor is elected or appointed; and

(4) when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

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14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors' Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(2) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

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(1) the term of office of the director expires;
(2) the director dies;
(3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
(4) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

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(1) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

(2) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

(3) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity; and

(4) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

(2) the alternate director dies;

(3) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(4) the alternate director ceases to be qualified to act as a director; or

(5) his or her appointor revokes the appointment of the alternate director.

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from

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the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

17. INTERESTS OF DIRECTORS AND OFFICERS

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or

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transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

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18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1) the chair of the board, if any;

(2) in the absence of the chair of the board or if designated by the chair, the president, a director or other officer; or

(3) any other director or officer chosen by the directors if:

(a) neither the chair of the board nor the president is present at the meeting within 15 minutes after the time set for holding the meeting;

(b) neither the chair of the board nor the president is willing to chair the meeting; or

(c) the chair of the board and the president have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors:

(1) in person;

(2) by telephone; or

(3) with the consent of all directors who wish to participate in the meeting, by other communications medium;

if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

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18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2) the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternate director at a meeting of directors is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

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18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(1) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

(2) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.

A consent in writing under this Article may be by signed document, fax, e-mail or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(1) the power to fill vacancies in the board of directors;

(2) the power to remove a director;

(3) the power to change the membership of, or fill vacancies in, any committee of the directors; and

(4) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2) delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

(a) the power to fill vacancies in the board of directors;

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(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) the power to appoint or remove officers appointed by the directors; and

(3) make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(1) conform to any rules that may from time to time be imposed on it by the directors; and
(2) report every act or thing done in exercise of those powers at such times and in such manner and form as the directors may require.

19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
(2) terminate the appointment of, or change the membership of, the committee; and
(3) fill vacancies in the committee.

19.5 Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) the committee may meet and adjourn as it thinks proper;
(2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(3) a majority of the members of the committee constitutes a quorum of the committee; and
(4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

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20. OFFICERS

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(1) determine the functions and duties of the officer;

(2) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

(1) "eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2) "eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a) is or may be joined as a party; or

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(b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(3) "expenses" has the meaning set out in the Business Corporations Act.

21.2 Mandatory Indemnification of Eligible Parties

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Indemnification

Subject to any restrictions in the Business Corporations Act and these Articles, the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles or, if applicable, any former Companies Act or former Articles, does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1) is or was a director, alternate director, officer, employee or agent of the Company;

(2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; or

(4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

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22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1) set the value for distribution of specific assets;

(2) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3) vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

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22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in money in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

23. ACCOUNTING RECORDS AND AUDITORS

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

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23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

23.3 Remuneration of Auditors

The directors may set the remuneration of the auditors. If the directors so decide, the remuneration of the auditors will be determined by the shareholders.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record (for the purposes of this Article 24, a "record") required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1) mail addressed to the person at the applicable address for that person as follows:

(a) for a record mailed to a shareholder, the shareholder's registered address;

(b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class; or

(2) delivery at the applicable address for that person as follows, addressed to the person:

(a) for a record delivered to a shareholder, the shareholder's registered address;

(b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class; or

(3) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5) making the record available for public electronic access in accordance with the procedures referred to as "notice-and-access" under National Instrument 54-101 and National

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Instrument 51-102, as applicable, of the Canadian Securities Administrators, or in accordance with any similar electronic delivery or access method permitted by applicable securities legislation from time to time; or

(6) physical delivery to the intended recipient.

24.2 Deemed Receipt

A notice, statement, report or other record that is:

(1) mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundays and holidays excepted) following the date of mailing;

(2) faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

(3) e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the date it was e-mailed; and

(4) made available for public electronic access in accordance with the "notice-and-access" or similar delivery procedures referred to in Article 24.1(5) is deemed to be received by a person on the date it was made available for public electronic access.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Legal Personal Representatives and Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1) mailing the record, addressed to them:

(a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

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(b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

24.6 Undelivered Notices

If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 24.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

25. SEAL

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1) any two directors;

(2) any officer, together with any director;

(3) if the Company only has one director, that director; or

(4) any one or more directors or officers or persons as may be determined by the directors.

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under Article 25.1 to attest the Company's seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures

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or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26. PROHIBITIONS

26.1 Definitions

In this Article 26:

(1) "designated security" means:

(a) a voting security of the Company;

(b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(2) "security" has the meaning assigned in the Securities Act (British Columbia);

(3) "voting security" means a security of the Company that:

(a) is not a debt security, and

(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2 Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

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AI assistant

RZOLV Technologies Inc. — M&A Activity 2025

48354_rns_2025-04-15_f8072736-ce6b-49f4-9f83-3aa944940bf4.pdf

BUSINESS COMBINATION AGREEMENT

BETWEEN

AND

AND

WHEREAS:

1.2 Schedules

1.3 Corporation, Subsidiaries and Affiliates

1.4 Number, Gender and Persons

1.5 Interpretations Not Affected by Headings, etc.

1.6 Date for Any Action

1.7 Time Periods

1.8 Time and Currency

1.9 Knowledge

1.10 Statutory References

1.11 No Presumption

ARTICLE 2 AMALGAMATION AND RELATED TRANSACTIONS

2.1 Transaction Financings

2.2 Innovation Shareholder Approval

2.3 Subco Shareholder Approval

2.4 Amalgamation

2.5 Securities Law and Corporate Law Compliance

2.6 Treatment of Restricted Securities under the U.S. Securities Act

2.7 Issuance of Torchlight Shares

2.8 Torchlight Board of Directors

2.9 Torchlight Officers

2.10 Name Change

2.11 Equity Incentive Plan

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Innovation

3.2 Representations and Warranties of Torchlight and Subco

ARTICLE 4

COVENANTS

4.1 Operation of Business by Innovation

4.2 Negative Covenants

4.3 Proceedings

4.4 Disclosure Document

4.5 Consents

4.6 Dissent Rights

4.7 Rectification of Corporate Records

4.8 Name Change

4.9 Public Announcements

4.10 Notification of Certain Matters

4.11 Listing

4.12 Innovation Financial Statements

4.13 Representations and Warranties

4.14 Expenses

ARTICLE 5 COMMITMENT TO THE AMALGAMATION

5.1 Alternative Transactions

ARTICLE 6

6.1 Termination by Torchlight

6.2 Termination by Innovation

6.3 Effect of Termination

7.2 Conditions for the Benefit of Innovation

7.3 Mutual Conditions

7.4 Notice and Cure Provisions

7.5 Satisfaction, Waiver and Release of Conditions

ARTICLE 8 CLOSING DELIVERIES

8.1 Closing Documents

8.2 Innovation Deliveries

8.3 Torchlight and Subco Deliveries

8.4 Books and Records

ARTICLE 9 INDEMNIFICATION

9.1 Survival of Representations, Warranties, and Covenants

9.2 Indemnification

9.3 Certain Limitations

9.4 Indemnification Procedures

11.1 Notice

11.2 Assignment

11.3 Binding Effect

11.4 Time of the Essence

11.5 Governing Law

11.6 Entire Agreement

11.7 Amendment or Waiver

11.8 Severability

11.9 Counterparts and Delivery

11.10 Further Assurances

APPENDIX A TO THE AMALGAMATION AGREEMENT

RZOLV Technologies Inc. M&A Activity 2025