Saga Metals — M&A Activity 2024

Jul 16, 2024

TITLE TRANSFER AGREEMENT

THIS AGREEMENT is dated effective April 7, 2023.

BETWEEN :

SAGA LITHIUM CORP. , a corporation incorporated under the laws of British Columbia with an office at 2501 - 550 Burrard Street, Vancouver, British Columbia, V6C 2B5

(" Saga ")

AND :

BOUNTY GOLD CORP. , a corporation incorporated under the laws of Ontario with an address at [Redacted - Private Information]

(" Bounty ")

AND :

LAST RESORT RESOURCES LTD. , a corporation incorporated under the laws of Ontario with an address at [Redacted - Private Information]

(" Last Resort " Vendors Vendor )

AND :

JASON LEBLANC , an individual residing at [Redacted - Private Information]

(" Leblanc ")

AND :

MEGAN ANGELL , an individual residing at [Redacted - Private Information]

(" Angell " Nominees Nominee )

WHEREAS the Nominees are the recorded owners of the Property (as defined herein) and hold such mineral claims in trust for the Vendors; and

WHEREAS the Vendors and the Nominees wish to sell and assign, and Saga wishes to purchase, all of the Vendors right, title and interest in and to the Property (as defined herein) on the terms and conditions contained in this Agreement.

NOW THEREFORE in consideration of the premises, mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) Saga, the Vendors and the Nominees covenant and agree as follows:

1. DEFINED TERMS

Where used herein or in any schedule or amendment hereto, the following terms shall have the following meanings respectively:

• (a) Affiliates them is controlled by the other or that both of them are controlled by the same person or body politic; and for this purpose a corporation shall be deemed to be controlled by those persons or bodies politic who own or effectively control, other than by way of security only, sufficient voting shares of the corporation (whether directly through the ownership of shares of the corporation or indirectly through the ownership of shares of another corporation which owns shares of the corporation);

• (b) Approval Date date Saga receives approval by the Exchange for the filing of an initial Technical Report on the NSR Property;

• (c) Applicable Securities Laws means, collectively or individually, as the context may require, the securities legislation of each of the provinces and territories of Canada, and the respective rules, regulations, policies, orders, rulings and notices published and/or promulgated thereunder by the applicable securities regulatory authorities in each of the provinces and territories of Canada, and all applicable rules and policies of the Exchange, if applicable, in each case as the same may be amended from time to time;

• (d) Bonus Share has the meaning ascribed thereto in Section 2.5;

• (e) Business Day means any day, other than a Saturday, Sunday or any day on which banks are generally not open for business in the City of Vancouver;

• (f) Buyback Option 2.4(a);

• (g) CIM Standards means the CIM Definition Standards on Mineral Resources and Mineral Reserves of the Canadian Institute of Mining, Metallurgy and Petroleum;

• (h) Claim awsuit, demand, complaint, proceeding, notice of noncompliance or violation, grievance, indictment, allegation of wrongdoing, order or direction, arbitration or governmental investigation, assessment for taxes or other amounts owed, action or cause or right of action, and includes any proceeding relating to any of the foregoing by or before any Governmental Authority;

• (i) Closing means the completion of the purchase and sale of the Property contemplated in this Agreement;

• (j) means, for the Saga Shares as of any date, the last closing price for the Saga Shares on the Exchange;

• (k) Closing Date means the date which is 28 days from the date hereof, or such other date as may be agreed among the parties;

• (l) Consideration Shares means 100,000 Saga Shares, issued free and clear of any restrictions or encumbrances other than resale restrictions imposed by Applicable Securities Laws;

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• (m) Encumbrance means any mortgage, pledge, charge, hypothec, lien (statutory or otherwise), security interest or other encumbrance of any kind or nature whatsoever, including conditional sales or other title retention agreement or prior claims of any kind, including leases, options, easements, rights of way, restrictions, executions, royalties or other encumbrances affecting title, whether or not registered or recorded;

• (n) Event of Default 7.1;

• (o) Exchange means the Toronto Stock Exchange, TSX Venture Exchange, Canadian Securities Exchange, NEO Exchange Inc. or any other nationally recognized stock exchange on which the Saga Shares are listed and posted for trading;

• (p) Governmental Authority e, territorial, local, regional, municipal or other political jurisdiction, and any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi-governmental or other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function, including any applicable stock exchange and any other bodies which act in a manner similar to the entities described above;

• (q) Indicated Resources Standards;

• (r) Initial Payment 2.2(a);

• (s) Law means any international or other treaty, any domestic or foreign constitution, any multinational, federal, provincial territorial, state, country, municipal or other local statute, law (including common law), regulation, ordinance, code or rule or any order, directive, decree, judgment, ruling, direction, request, guideline or policy having the force of law or authorization of a Governmental Authority, in any case in effect from time to time and applicable to any specified person, property, transaction or event, or any such p property and assets or business and affairs;

• (t) Losses person and in relation to a matter, any and all losses, damages, costs, expenses, charges (including all penalties, interests, charges, assessments and fines) which such person suffers, sustains, pays or incurs in connection with such matter and includes taxes, reasonable costs of legal counsel (on a solicitor and client basis) and other professional advisors and consultants and reasonable costs of investigating and defending any Claim arising from the matter, regardless of whether such Claims are sustained;

• (u) Measured Resources to the CIM Standards;

• (v) NI 43-101 -101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators ;

• (w) NSR Property

mineral claims set forth in Schedule A hereto;

• (x) net smelter return means the amount of money actually received from the sale of ores, minerals and metals mined from the NSR Property (except such ores, minerals

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and metals as are removed for the purpose of making assays or tests) after the date on which the NSR Property comes into commercial production or from the sale of the concentrates or other products derived therefrom less, to the extent that they were not deducted by the purchaser in determining the purchase price therefor: all treatment charges or penalties incurred with respect thereto; all costs or expenses incurred with respect to insurance, freight, trucking, handling and/or sampling and assaying (including, without limitation, umpire assays) of ores, concentrates or other products ex headframe in the case of ores and ex mill or other treatment facility in the case of concentrates or other products; and any federal, provincial or municipal tax or levy of a sales or valueadded nature assessed against or payable by the vendor thereof;

• (y) Property means the mineral claims set forth in Schedule A and Schedule B hereto;

• (z) Resource Calculation eral resource estimate contained in a Technical Report on the Property determined in accordance with the CIM Standards in either the Indicated Resource or Measured Resource categories, or any combination of the Indicated Resource and Measured Resource categories;

• (aa) Resource Establishment 2.5;

• (bb) Royalty has the meaning ascribed thereto in Section 2.4(a);

• (cc) Saga Shares s of Saga; and

• (dd) Technical Report means a technical report prepared for or by Saga that satisfies the requirements of NI 43-101.

2. TRANSFER AND ASSUMPTION OF PROPERTY AND LIABILITIES

• 2.1 Property: Subject to the terms and conditions of this Agreement, the Vendors and the Nominees shall transfer, sell and assign to Saga, and Saga shall purchase from the Vendors and the Nominees, at and as of the Closing Date, all of the Vendors' and right, title and interest in and to the Property free and clear of all

• Encumbrances other than the Royalty.

• 2.2 Purchase Price: The aggregate purchase price payable by Saga to the Vendors for the Property shall be the following:

• (a) on the Closing Date, the payment of $54,140 in cash to the Vendors Initial Payment ;

• (b) on the Approval Date, the issuance by Saga of the Consideration Shares to the Vendors (or to the direction of the Vendors);

• (c) on or before the first anniversary of the Closing Date, the payment of $25,000 in cash to the Vendors;

• (d) on or before the second anniversary of the Closing Date, the payment of $25,000 in cash to the Vendors; and

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• (e) on or before the third anniversary of the Closing Date, the payment of $25,000 in cash to the Vendors.

• 2.3 Allocation of Purchase Price : Any payments made pursuant to Section 2.2, including any Consideration Shares issued pursuant to Section 2.2(b), shall be allocated equally between the Vendors.

• 2.4 Grant of Royalty :

• (a) right, title and interest in and to the Property to Saga as a result of the transactions contemplated by this Agreement, the Vendors shall together reserve a 2% net smelter returns royalty on the NSR Property calculated in accordance with the terms and conditions of Schedule C Royalty to be divided equally between the Vendors, provided that Saga shall be entitled to purchase Buyback Option from the Vendors at any time thereafter onehalf of the Royalty (namely 1% of the net smelter returns derived from operations on the NSR Property) for aggregate consideration of $1,000,000, divided equally between the Vendors and payable in cash.

• (b) The Buyback Option may be exercised by Saga by delivering to the Vendors written notice of intent to exercise the Buyback Option, together with the cash payment set out in Section 2.4(a), upon which time one-half of the Royalty will automatically and without further action on the part of the Vendors or Saga immediately vest in Saga and the quantum of the Royalty will be reduced accordingly.

• (c) For certainty, this Section 2.4 of this Agreement and all provisions hereof concerning or relating to the Royalty and all Schedules hereof will survive Closing.

• 2.5 Resource Bonus: If and as when Saga shall announce a Resource Calculation on the NSR Property of greater than 5,000,000 tonnes of Li2O at an average grade at or above 1% (a Resource Establishment , then within a period of 20 Business Days after each and every such Resource Establishment, without any further action on the part of Saga or the Vendors, Saga shall issue to the Vendors (or to the direction of the Vendors), as and by way of a resource bonus to be divided equally between the Vendors, that number of Saga Shares Bonus Share having an aggregate value of $1,000,000 at a deemed price per Bonus Share equal to the volume weighted average price at which the Saga Shares have traded on the Exchange during the period of any ten (10) consecutive trading days ending on the date that is the date of the Resource Establishment; provided that the volume weighted average price shall be determined as follows:

(sum of (daily volume on the Exchange*daily Closing Price)) over the applicable 10 days/total volume on the Exchange over the applicable 10 days.

• 2.6 Notwithstanding the foregoing, if the Saga Shares are not then listed on any Exchange, then the price per Bonus Share will be determined by a chartered accountant, acting reasonably, selected by the Vendors and acting at the expense of the Vendors. If at any time after the Closing Date that may be relevant to a Resource Establishment, Saga shall effect any one or more of (i) a share consolidation, a share subdivision, a share

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split, any reorganization of any class or series of shares or any transaction similar to the foregoing; or (ii) an exchange of securities, merger, amalgamation, arrangement or other similar business combination with another entity Reorganization , then the number of Shares which the Vendors are entitled to receive pursuant to this Section 2.5 will be adjusted accordingly in order to reflect the Reorganization(s) so that Vendors entitlement to Bonus Shares is adjusted by the Reorganization(s) on the same basis as the holders of the Saga Shares on the date of the Reorganization(s).

• 2.7 Resale Restrictions: The Vendors acknowledge that the Consideration Shares and Bonus Shares will be subject to statutory resale restrictions in accordance with Applicable Securities Laws, and any certificate or written notice representing the Consideration Shares or Bonus Shares will bear applicable restrictive legend(s) provided for under Applicable Securities Laws.

• 2.8 Title Transfer Costs: The parties agree that the Purchaser shall be solely responsible for and bear the cost of the title transfer fee(s) necessary to effect the Property title transfer contemplated hereby.

3. REPRESENTATIONS AND WARRANTIES

• 3.1 Saga: Saga hereby represents and warrants to the Vendors and acknowledges and confirms that the Vendors are relying upon Saga's representations and warranties in entering into this Agreement, that:

• (a) Incorporation: Saga is duly incorporated and validly existing under the laws of the Province of British Columbia;

• (b) Enforceability: This Agreement constitutes a legal, valid and binding obligation of Saga enforceable against Saga in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors, and subject to the availability of any equitable remedy in any particular instance;

• (c) Authority: Saga has sufficient right, authority and capacity to enter into this Agreement and to carry out the transactions contemplated in this Agreement in accordance with the terms of this Agreement;

• (d) No Conflicts: The execution and delivery by Saga of, and the performance of its obligations under, this Agreement do not and will not: (i) violate the terms of its notice of articles, articles or other constating documents of Saga; or (ii) conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights (with or without the giving of notice or lapse of time or both) under any contract, instrument or other document to which Saga is a party, subject or otherwise bound;

• (e) Consideration Shares: Upon the issuance thereof in accordance with the terms of this Agreement, the Consideration Shares will be issued as fully-paid and nonassessable common shares in the capital of Saga, free and clear of all Encumbrances except resale restrictions imposed by Applicable Securities Laws; and

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• (f) Residency: Saga is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).

• 3.2 Vendors: Each of the Vendors, severally (not jointly and severally) makes the following representations and warranties to Saga with respect to itself, its Nominee and the Property conveyed by such Vendor to Saga at Closing:

• (a) Incorporation: The Vendor is duly incorporated and validly existing under the laws of the Province of Ontario;

• (b) Enforceability: This Agreement constitutes a legal, valid and binding obligation of the Vendor and its Nominee enforceable against the Vendor and its Nominee in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors, and subject to the availability of any equitable remedy in any particular instance;

• (c) Authority: The Vendor and its Nominee have sufficient right, authority and capacity to enter into this Agreement and to carry out the transactions contemplated in this Agreement in accordance with the terms of this Agreement;

• (d) Property:

  • (i) The mineral claims comprising the Property are properly and accurately described in Schedule A and Schedule B hereto;

  • (ii) The Nominee is, and immediately prior to Closing the Nominee will be, the sole recorded owner of the Property and holds such mineral claims in trust for the Vendor;

  • (iii) The Vendor is, and immediately prior to Closing, the Vendor will be, the sole beneficial owner of the Property, free and clear of all Encumbrances, other than any First Nation claims of which Vendor has no actual knowledge or notice;

  • (iv) Other than any First Nation claims of which Vendor has no actual knowledge or notice, no person other than the Vendor and its Nominee has any right, title or interest in or to the Property or any interest in the production or profits to be obtained in the future from the Property or any option, back-in right, earn in right, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, back-in right, earn in right, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty in respect thereof except pursuant to Applicable Law;

  • (v) Each of the mineral claims comprising the Property is validly registered and recorded, is in good standing and remains in full force and effect and, to the knowledge of the Vendor and its Nominee, no event or circumstance has occurred or exists that may reasonably be expected to result in the revocation, forfeiture or cancellation of such mineral claim; and

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  - (vi) There are no adverse claims, actions, suits or proceedings that are, to the knowledge of the Vendor, pending or threatened, and there is no state of facts or events that, to the knowledge of the Vendor, would reasonably be expected to give rise thereto or to adversely affect the title to or right to explore or develop the Property, and Vendor has no actual knowledge or notice of any adverse claims of any community, including First Nations, that resides within or near the areas of the Property;

• (e) Compliance with Law: The Vendor and its Nominee has conducted all exploration operations in respect of the Property in compliance in all material respects with all applicable Laws and in accordance with good industry practice consistent with that observed or reasonably expected to be observed by skilled and experienced professionals in the mining industry engaged in the same type of undertaking in Québec under the same or similar circumstances and all material compensation and health and safety regulations have been complied with in all material respects;

• (f) Finders Fees: The Vendor and its Nominee have not employed any broker or finder or incurred any liabili fee or any other similar payment in connection with the transactions contemplated by this Agreement that could give rise to any claim against Saga therefor; and

• (g) No Authorizations: Except as expressly provided in this Agreement, no authorization, approval, order, license, permit or consent of any Governmental Authority, and no registration, declaration or filing by the Vendor or its Nominee with any such Governmental Authority is required in order for the Vendor and its Nominee to:

  • (i) consummate the transactions contemplated by this Agreement;

  • (ii) to execute and deliver all of the documents and instruments to be delivered by the Vendor under this Agreement;

  • (iii) to duly perform and observe the terms of this Agreement; and

  • (iv) to render this Agreement legal, valid, binding and enforceable.

• 3.3 Survival of representations and warranties: All of the representations and warranties in Sections 3.1 and 3.2 of this Agreement will survive the Closing Date and, notwithstanding the closing of the transactions provided for in this Agreement, will continue in full force and effect for a period of 12 months from the Closing Date.

4. CONDITIONS

• 4.1 Conditions for the Benefit of Saga: The obligation of Saga under this Agreement to complete the transactions contemplated hereby is subject to the following conditions to be fulfilled or performed at or prior to the Closing, which conditions are for the exclusive benefit of Saga and may be waived, in whole or in part, by Saga in its sole discretion:

• (a) the representations and warranties of the Vendors set forth in this Agreement were true and correct as of the date of this Agreement and are true and correct

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as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) and all other representations and warranties of the Vendors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date); and

• (b) the Vendors and the Nominees shall have fulfilled or complied in all respects with each of the covenants and obligations of the Vendors and the Nominees contained in this Agreement to be fulfilled or complied with by it on or prior to the Closing Date.

• 4.2 Conditions for the Benefit of Vendors : The obligation of the Vendors under this Agreement to complete the transactions contemplated hereby is subject to the following conditions to be fulfilled or performed at or prior to the Closing, which conditions are for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Vendors in their sole discretion:

• (a) the representations and warranties of Saga set forth in this Agreement were true and correct as of the date of this Agreement and are true and correct as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) and all other representations and warranties of Saga set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date); and

• (b) Saga shall have fulfilled or complied in all respects with each of the covenants and obligations of Saga contained in this Agreement to be fulfilled or complied with by it on or prior to the Closing Date;

5. INDEMNIFICATION

• 5.1 Indemnification by the Vendors : The Vendors shall indemnify and save Saga and its directors, employees and officers and its Affiliates, and their respective directors, employees and officers harmless from and against all Losses which they may suffer, sustain, pay or incur arising out of, resulting from, attributable to or connected with:

• (a) any inaccuracy of any representation or warranty of a Vendor contained in this Agreement; or

• (b) any breach by a Vendor of any of its covenants or obligations contained in this Agreement.

The maximum aggregate liability of the Vendors under this Section 5.1 shall not exceed $1,000,000, other than in respect of actual and intentional fraud on the part of a Vendor.

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• 5.2 Indemnification by Saga : Saga shall indemnify and save the Vendors harmless from and against all Losses which they may suffer, sustain, pay or incur arising out of, resulting from, attributable to or connected with:

• (a) any inaccuracy of any representation or warranty of Saga contained in this Agreement; or

• (b) any breach by Saga of any of its covenants or obligations contained in this Agreement.

The maximum aggregate liability of Saga under this Section 5.2 shall not exceed $1,000,000, other than in respect of actual and intentional fraud on the part of Saga.

• 5.3 Scope of liability of Nominees : Notwithstanding any other provision of this Agreement, no Nominee will have any liability of any kind for any acts or omissions that do not directly pertain to the recorded title of Property or any part thereof and the maintenance thereof and such liability will only arise where the matter concerned is contemplated hereunder to be within the responsibility of Nominee at the relevant time in relation to said recorded title or the maintenance thereof.

• 5.4 Cap on liability of Nominees : Notwithstanding any other provision of this Agreement, the total liability of each Nominee will never exceed the aggregate cash amounts thenpaid by Saga pursuant to Section 2.2 and Section 2.8 hereof from time to time.

• 5.5 Excluded liabilities of Nominees : Notwithstanding any other provision of this Agreement, no Nominee will have any liability of any kind for any indirect, consequential, remote, speculative, special, aggravated, exemplary or punitive damages.

• 5.6 Death or incapacity of Nominee : In the event that a Nominee is or becomes deceased or incapacitated, any obligations of the Nominee or their successors, trustees, attorneys, representatives or assigns hereunder will be suspended for a period of ninety (90) calendar days and during such time, no new obligations will arise and no existing obligations will accrue.

6. CLOSING

• 6.1 Closing: located at 550 Burrard Street, Suite 2501, Vancouver, British Columbia, or such other place as Vendors and Saga may agree, at the Closing Time.

• 6.2 Deliveries at Closing :

• (a) At Closing, Saga shall deliver (or cause to be delivered) to the Vendors:

  • (i) the Initial Payment, payable at Closing in accordance with this Agreement; and

  • (ii) such other items as may be specifically required hereunder.

• (b) At Closing, the Vendors shall deliver (or cause to be delivered) to Saga:

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• (i) all deeds, conveyances, bills of sale, assurances, transfers, assignments and consents, and any other documents necessary or reasonably required to effectively transfer the to the Property to Saga, free and clear of all Encumbrances except for the Royalty as contemplated in this Agreement; and

• (ii) such other items as may be specifically required hereunder.

7. DEFAULT

• 7.1 Events of Default: Each of the following shall be an Event of Default hereunder:

• (a) Breach of Covenants. If Saga fails to observe or perform any of its covenants contained in this Agreement and has not remedied such default within thirty (30) days after written notice of such default has been given by the Vendors to Saga;

• (b) Involuntary Bankruptcy. If a decree or order of a court of competent jurisdiction is entered adjudging Saga a bankrupt or insolvent or approving as properly filed a petition seeking the winding-up of Saga under the Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws or issuing sequestration or process of execution against any substantial part of the assets of Saga or ordering the winding-up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of fourteen (14) days; or

• (c) Voluntary Bankruptcy. If Saga becomes insolvent, makes any assignment in bankruptcy or makes any other assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the (Canada), or any other bankruptcy, insolvency or analogous law, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, receiver and manager, interim receiver or other person with similar powers of itself or of all or any substantial portion of its assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition or readjustment under any applicable bankruptcy, insolvency or other similar law affecting rights or consents to, or acquiesces in, the filing of such a petition.

• 7.2 Remedies Upon Event of Default : At any time following Closing and prior to payment of the Purchase Price in full as provided under Section 2.2 hereunder, upon the occurrence of an Event of Default that continues beyond any applicable cure period:

• (a) all obligations of the Vendors hereunder shall terminate;

• (b) Saga shall transfer all its right, title and interest in and to the Property to the Vendors, and Saga agrees to cooperate with the Vendors to execute and deliver to the Vendors all documents and instruments required by the laws of Québec to effect such transfer, and Saga shall leave the Property free and clear of all liens and encumbrances, save and except for any First Nations claims, and in good standing with respect to the performance of assessment work for one year, and

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in compliance with all applicable Laws, including without limitation, in compliance with any applicable exploration, development, operating, rehabilitation, reclamation or closure plan filed with a Governmental Authority;

• (c) deliver to the Vendors as soon as possible copies of all reports, maps, drill logs, assay results and any other relevant technical data compiled by Saga with respect to the Property; and

• (d) remove from the Property, within six months, all mining facilities erected, installed or brought upon the Property by or at the instance of Saga, and any mining facilities remaining on the Property after the expiration of the said period shall, without compensation to Saga, become the property of the Vendors.

8. TERMINATION

• 8.1 This Agreement may be terminated prior to Closing:

• (a) by the mutual written consent of Saga and the Vendors;

• (b) by Saga or the Vendors if Closing has not occurred on or before April 30, 2023 Outside Date

• (c) by Saga, by written notice to the Vendors, if a Vendor or its Nominee breaches any of its representations, warranties or covenants contained in this Agreement and such breach: (i) would result in a failure of the conditions set forth in Section 4.2 to be satisfied; and (ii) cannot be cured prior to the Outside Date; or

• (d) by a Vendor, by written notice to Saga, if Saga breached any of its representations, warranties or covenants contained in this Agreement and such breach: (i) would result in a failure of the conditions set forth in Section 4.1 to be satisfied; and (ii) cannot be cured prior to the Outside Date.

• 8.2 If this Agreement is terminated pursuant to Section 8.1, all rights, obligations and remedies of the parties under this Agreement shall terminate and cease to have any force or effect without any further action of the parties.

9.

NOTICE

• 9.1 All notices, consents and other instruments which are required or may be given pursuant to this Agreement must be given in writing and delivered personally, by facsimile or via e-mail as follows:

If to Saga:

Saga Lithium Corp. 1910 - 1030 W. Georgia Street Vancouver, BC V6E 2Y3

Attention: Mike Stier Email: [Redacted - Private Information

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with a copy, which shall not constitute notice, to:

Cozen Suite 2501, 550 Burrard Street Vancouver, BC V6C 2B5

Attention: Brian Fast Email: [Redacted - Private Information]

If to the Vendors:

Bounty Gold Corp. [Redacted - Private Information]

email: [Redacted - Private Information]

With a copy, which shall not constitute notice, to:

A.H. MacSkimming Law Office 18th Floor 201 Portage Ave. Winnipeg, Manitoba R3B 3B6 Email: [Redacted - Private Information]

• and -

Last Resort Resources Limited [Redacted - Private Information] email: [Redacted - Private Information]

All notices will be deemed to have been duly given four Business Days after posting in the regular mail or one Business Day following email or, in the case of facsimile, on the first Business Day after faxing.

• 9.2 Any party may change its address for notice by giving notice to the other parties in accordance with this Section 7.

10. MISCELLANEOUS

• 10.1 Currency: Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of Canada.

• 10.2 Further Assurances : After the Closing Date, at Saga's request, without further consideration, Vendors will (and will cause their respective Nominee to) execute and deliver or cause to be executed and delivered such other instruments of conveyance and transfer as Saga reasonably may request to more effectively vest the Property in Saga.

• 10.3 Amendments and Waivers : No supplement, modification, waiver or termination of this Agreement will be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement will be deemed or will constitute a waiver

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of any other provision hereof (whether or not similar) nor will a waiver constitute a continuing waiver unless otherwise expressly provided.

• 10.4 Assignment : Neither party may assign this Agreement within the prior written consent of the other parties hereto. Except as otherwise provided herein, this Agreement will be binding upon and enure to the benefit of the parties and their successors and assigns.

• 10.5 Entire Agreement : The provisions contained in any and all documents and agreements collateral hereto shall at all times be read subject to the provisions of this Agreement and, in the event of conflict, the provisions of this Agreement shall prevail. No amendments shall be made to this Agreement unless in writing and executed by the parties. This Agreement supersedes all other agreements, documents, writings and verbal understandings among the parties relating to the subject matter hereof and expresses the entire agreement of the parties with respect to the subject matter hereof.

• 10.6 Governing Law : This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of British Columbia and applicable laws of Canada and shall, in all respects, be treated as a contract made in the Province of British Columbia. The parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia and courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement.

• 10.7 English Language : It is the express wish of the parties that this Agreement and all related documents, including attachments, notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette communications, soient rédigés et signés en anglais seulement.

• 10.8 Time is of Essence : Time shall be of the essence in this Agreement.

• 10.9 Remedies Cumulative : No reference to or exercise of any specific right or remedy by a party hereunder shall prejudice or preclude such party from exercising or invoking any other remedy in respect thereof, whether allowed at law or in equity or expressly provided for herein. No such remedy shall be exclusive or dependent upon any other such remedy but each party may exercise any one or more of such remedies independently or in combination.

• 10.10 Counterparts : This Agreement may be executed by facsimile, pdf and other electronic means and in counterpart, no one copy of which need be executed by both the Vendors and Saga. A valid and binding contract shall arise if and when counterpart execution pages (including as may be delivered by facsimile, pdf and other electronic means) are executed and delivered by both the Vendors and Saga.

• 10.11 Independent legal advice : Each of the Nominees acknowledges that they have been advised to seek independent legal advice from a lawyer or lawyers separate and independent of the lawyer or lawyers for any of the other parties hereto, as well as to seek other applicable tax, financial, professional and expert advice, separate and independent from any advisor or advisors as applicable to any of the other parties hereto. Each of the Nominees acknowledges having had adequate time to consider this transaction and to seek out and consider any sources of independent legal, tax,

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financial, professional or expert advice. Both of the Nominees are of capacity and are signing this agreement freely without any undue pressure or coercion of any kind.

[ remainder of page deliberately left blank; ]

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IN WITNESS WHEREOF this Agreement has been duly executed by each party as of the date first above written.

SAGA LITHIUM CORP.

Per: (s) "Mike Stier" Name: Mike Stier Title: Chief Executive Officer

BOUNTY GOLD CORP.

LAST RESORT RESOURCES LIMITED

Per: (s) "Jason LeBlanc" Per: (s) "Megan Angell" Name: Name: Title: Title:

Signed, sealed and delivered by ) JASON LEBLANC in the presence of ) ) (s) "Megan Angell" (s) "Jason LeBlanc" ) Witness Signature ) JASON LEBLANC ) ) Witness Name )

Signed, sealed and delivered by ) MEGAN ANGELL in the presence of ) ) (s) "Jason LeBlanc" (s) "Megan Angell" ) Witness Signature ) MEGAN ANGELL ) ) Witness Name )

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SCHEDULE C

1. TERMS OF NET SMELTER RETURNS ROYALTY

• 1.1 Definitions : For the purposes of this Schedule C, the following terms shall have the following meanings:

• (a) External Products has the meaning set out at Section 1.10 of this Schedule C;

• (b) Monthly Average Price 1.11 of this Schedule C;

• (c) Operator the party responsible for the carrying on of the operations relating to the NSR Property;

• (d) " Owner " means the person or persons that own an interest in the NSR Property as at the relevant time, including, without limitation, the Operator, if the Operator has such an interest;

• (e) Products set out at Section 1.10 of this Schedule C;

• (f) Production 1.10 of this Schedule C; and

• (g) " Recipient " means the Vendors, or any assignee or designate named in writing by the Vendor or Vendors, as the case may be, in accordance herewith, or any successor in interest of the Vendor or Vendors, as the case may be.

Any terms used in this Schedule C but not defined herein shall have the meaning given to such terms in the Agreement to which this Schedule C is attached.

• 1.2 Accounting Principles : All calculations and computations relating to the Royalty shall be carried out in accordance with generally accepted accounting principles to the extent that such principles are not inconsistent with the provisions of the Agreement to which this Schedule C is attached.

• 1.3 Calculation and Payment : Subject to the provisions hereof, the amount of Royalty payable to the Recipient hereunder shall be calculated by the Operator as at the end of each year, commencing with the year in which the NSR Property is brought into commercial production (as contemplated in Section 1.8 of this Schedule C), and shall be payable to the Recipient on or before the last day of the first quarter of the next following year. The Operator shall make the Royalty payments to the Recipients. Where the Operator fails to make any payment of the Royalty to the Recipients in accordance herewith, the payment of the Royalty to the Recipients will become the obligation of the Owner or Owners, as the case may be, in accordance herewith.

• 1.4 Statement of Account : With each payment of the Royalty the Operator shall on or before the last day of the first quarter of each year after the NSR Property has been brought into commercial production, deliver to the Recipient a statement indicating the nature of the payment being made, if any, and the manner in which it was determined in sufficient detail to allow the manner in which the payment was determined and calculations were made and arithmetic or mathematical results were obtained to be

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understood by the Recipients, including without limitation, quantities of Product sold or disposed of, grades and applicable costs or expenses.

• 1.5 Dispute Period: Any payment of Royalty shall be considered final and in full satisfaction of all obligations of the Operator hereunder if such payment or the calculation thereof is not disputed by the Recipient within one hundred eight (180) days after receipt of the statement referred to in Section 1.4 of this Schedule C.

• 1.6 Right to Records : The Operator shall keep separate accounts relating to its operations hereunder and, upon the prior written request of the Recipient, duly authorized representatives of the Recipient may have access to such accounts for the purpose of confirming any information contained in a statement delivered to the Recipient pursuant to the provisions of Section 1.4 of this Schedule C, provided, always, that such access shall not interfere with the affairs or operations of the Operator. The Recipient shall have the right to make copies of or take extracts from such accounts, but at the cost of and only for the use of the Recipient, all such information being confidential.

• 1.7 Related Parties : For the purposes of calculating the amount of Royalty payable to the Recipient hereunder only, if, after the NSR Property has been brought into commercial production, any ore or product derived from ore mined from the NSR Property is sold to a company associated with the Operator and if the sale price of such product is not negotiated on an arms-length basis, the Operator shall, for the purposes of calculating net smelter return available to pay the Royalty hereunder only and notwithstanding the actual amount of such sale price, add to any moneys actually received with respect to such sale an amount which the Operator reasonably considers sufficient to make the same represent a reasonable net sale price for such product as if negotiated at armslength and after taking into account all pertinent circumstances (including, without limitation, then current market conditions relating to products similar to such product; terms of agreements between arms-length parties for the purchase and sale of similar products in similar quantities for delivery over similar periods of time; physical and/or chemical characteristics of such products; and any applicable metals prices published in The Northern Miner). The Operator shall by notice inform the Recipient of the quantum of such reasonable net sale price and if the Recipient does not object thereto within forty-five (45) days after receipt of such notice, said quantum shall be final and binding upon the Recipient. If the Recipient objects to such quantum by notice delivered to the Operator within said forty-five (45) days, then the quantum of such reasonable net sale price shall be decided by arbitration as follows: the Recipient shall nominate one (1) arbitrator and shall notify the Operator of such nomination and the Operator shall within forty-five (45) days after receiving such notice nominate an arbitrator, and the two (2) arbitrators shall select an chairman to act jointly with them as a third arbitrator. If said arbitrators shall be unable to agree in the selection of such chairman, the chairman shall be a person designated by the President or any Vice-President of the Canadian Institute of Mining and Metallurgy provided that such person is not an employee of a Recipient or a Owner or any company affiliated with a Recipient or a Owner. The chairman shall fix the time and place for the purpose of hearing such evidence and representations as either of the parties hereto may present and, subject to the provisions hereof, the decision of the arbitrators and chairman, or any two of them, in writing shall be binding upon the parties hereto. Said arbitrators and chairman shall, after hearing any evidence and representations that the parties may submit, make their award and reduce the same to writing and deliver one copy thereof to each of the parties hereto. The majority of the chairman and arbitrators may determine any matters of procedure for the arbitration not

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specified herein. If the Operator fails within said forty-five (45) days to nominate an arbitrator, then the arbitrator nominated by the Recipient may proceed alone to determine the dispute in such manner and at such time as he shall think fit and his decision shall, subject to the provisions hereof, be binding upon the parties hereto. The expense of the arbitration shall be paid by the Recipient if the decision reached hereunder does not increase such quantum by more than five percent (5%) of the quantum set forth in the notice hereinbefore referred to and otherwise by the Operator. Insofar as they do not conflict with the provisions hereof, the Rules for the Conduct of Arbitrations of the Arbitrators Institute of Canada Inc., as amended or replaced from time to time, shall be applicable. Appeal from the decision of the arbitrators shall be in accordance with the provisions of the said Rules. Notwithstanding anything to the contrary in the foregoing, any arbitration hereunder may be held and decided upon by a single arbitrator acceptable to the Recipient and the Operator.

• 1.8 Commercial Production : For the purposes of this Schedule C, the NSR Property shall come into commercial production on the date upon which ores mined from the NSR Property (except such ores, minerals and metals as are removed for the purpose of making assays or tests) or concentrates or other products derived therefrom are first delivered to a purchaser on a commercial basis, it being agreed that deliveries of such ores, concentrates or other products resulting from pilot or test operations shall not be considered as deliveries on a commercial basis for the purposes of this paragraph. The Operator shall deliver to the Recipient notice indicating said date as soon as practicable after the occurrence thereof.

• 1.9 Operators : Subject to Section 1.10 of this Schedule C, in the event that the NSR Property is brought into commercial production, it may be operated as a single operation with other mining properties owned by the Operator or any Owner or in which the Operator or any Owner has an interest, in which event, the Recipient agrees that (notwithstanding separate ownership thereof) ores mined therefrom may be blended at the time of mining or at any time thereafter and the Royalty shall be paid hereunder only with respect to ores mined from the NSR Property, or concentrates or other products derived therefrom, all as herein provided.

• 1.10 Commingling : The Operator may mix or commingle any ore, minerals, metals, concentrates, doré or other materials or products derived therefrom from the NSR Property ( Products with any ore, minerals, metals, concentrates, dore or other materials or products derived therefrom from other properties External Products provided that prior to such commingling, the Operator shall adopt and employ reasonable practices and procedures for weighing, determination of moisture content, sampling and assaying, as well as utilize reasonable accurate recovery factors in order to determine the amounts of Products derived from, or attributable to Products mined and produced from the NSR Property. In particular, the Operator shall take, or cause to be taken, representative samples of the average grade of Products and External Products and other measures as are appropriate, and shall determine the weight or volume of and sample and analyze/assay all such Products and External Products before the same are so mixed or commingled. Any such determination of grade, weight or volume, sampling and analysis shall be made in accordance with sound and generally accepted sampling and analytic procedures and practices consistently applied. The weight or volume and the analysis so derived shall be used as the basis of proportionate allocation of payments in the event of a sale of Products and External Products so mixed or commingled. In addition, comparable procedures may be used by the Operator to

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apportion among any commingled Products and External Products any penalties and other charges and deductions, if any, imposed by the smelter, refiner or purchaser of such Products in calculating the net smelter return in respect of such Products.

• 1.11 Trading Activities : The Operator may engage in forward sales, future trading or commodity options trading, and other price hedging, price protection and speculative Trading Activities

• lithium, gold, silver, copper and other metals or minerals produced from the NSR Property. The Recipients will not be entitled to participate in the profits and will not be obligated to share in any losses generated by the Operator For purposes of determining the net smelter returns Royalty in the context of Trading Activities, the Products will be deemed to have been sold at the monthly gross average price for the month in which it was produced, and the gross value shall be determined by multiplying Production during the calendar month by Monthly Average Price. As used Production NSR Property for

• the calendar month on either a provisional or final settlement basis. As used herein, Monthly Average Price

• The Northern Miner, as applicable, or where there is no such published price applicable to the Product concerned, a published price as selected by a person mutually appointed by the Recipients and Owners, acting reasonably, for such purpose, calculated by dividing the sum of all such prices reported for the month in The Northern Miner or otherwise, by the number of days for which such prices were reported.

• 1.12 Interest in Land : The Royalty shall be binding upon and enure for the benefit of each of the parties and their respective successors and assigns. The Royalty will be an interest in real property running with the land. The Recipient may record this Schedule C and the Agreement to which it is attached or notice thereof with the Mining Recorder for Québec and/or register same in the applicable cadaster/ cadastre or registry or similar system for Québec, as applicable.

• 1.13 Assignment : Notwithstanding anything to the contrary herein contained, if any part of the right to receive the Royalty is assigned it shall be a condition of such assignment that the assignee agree with the Operator and all other parties entitled to receive any part of the Royalty as follows:

• (a) the amount of any Royalty payable hereunder shall be settled only with original Recipient hereunder or a duly authorized nominee (hereinafter collectively referred to as the " Nominee ") as set forth by notice to the Operator (such notice to be executed by all parties entitled to receive any part of the Royalty), and such settlement shall be final and binding upon all interested parties and the Operator shall not be required to make any accounting to any person save such Nominee;

• (b) payment of Royalty shall be made only to or to the benefit of the Nominee and such payment by cheque payable to the Nominee "In Trust" and made in accordance with the provisions of this Schedule C shall constitute full and complete discharge to the Operator of its obligations to make such payment hereunder and there shall be no obligation to see to the distribution of any such payment;

• (c) the Operator may settle disputes arising hereunder with the Nominee and such settlement shall be final and binding upon all interested parties;

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• (d) the Operator may rely upon any direction, advice or authorization signed by the Nominee and may act thereon as if the same was signed by all interested parties; and

• (e) the Operator shall not be required to deal with any person except the Nominee and each of the said interested parties shall exercise any of their respective rights only through the Nominee and shall require any of their respective assignees to agree in writing to be bound by the provisions hereof.

• 1.14 Payment Method : Payment of the Royalty to the Recipient may be made by cheque payable to the Recipient, or, if there is more than one Recipient, to the Nominee. If such cheque is delivered personally to the payee thereof, or, is sent by registered letter addressed to the payee thereof, at the last address of the payee known to the Operator, such payment shall be deemed to have been made upon the date of such personal delivery or upon the third business day following the date of mailing of such registered letter, as the case may be, provided, only, that if such cheque is lost, destroyed or mutilated the Operator shall, upon receipt of such reasonable evidence and/or security relating thereto as the Operator may require, replace such cheque. Under no circumstances will the Operator be required to see to, or be responsible for, the distribution of any payment.

• 1.15 Sale of NSR Property : Any Owner may at any time and from time to time, without obtaining any prior consents or approvals sell, assign, transfer or otherwise dispose of all or part of any right, title or interest in and to the NSR Property and/or hereunder, upon such terms as it considers advisable, provided only, that:

• (a) such sale, assignment, transfer or other disposition shall not be completed unless and until the assignee has agreed in writing to be bound by the provisions hereof as fully as if it was a signatory hereto to the extent of the interest so assigned, transferred, sold or otherwise disposed of; and

• (b) upon completion of such transaction the assignor shall be relieved of that portion of the Royalty equal to the portion of its interest which was so sold, assigned, transferred or otherwise disposed of, it being agreed that the obligation to pay the Royalty shall thereafter be the several, and not joint, obligation and liability of the Owners and shall be borne by them pro rata to their respective rights, title and interest in and to the NSR Property. Any proceeds received by a Owner upon any sale, assignment, transfer or other disposition, as aforesaid, shall not, for the purposes of determining net smelter return hereunder, be considered to be revenues received by such Owner.

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