Execution Version

MEMBERSHIP INTEREST PURCHASE AGREEMENT

SAILFISH ROYALTY CORP.

and -

MT. HAMILTON HOLDINGS LLC

September 26, 2025

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION 1
1.1 Defined Terms 1
1.2 Rules of Construction 10
1.3 Knowledge 11
1.4 Disclosure Letter 11
1.5 Statutes 12
1.6 No Presumption 12

ARTICLE 2 PURCHASE AND SALE 12
2.1 Purchase and Sale of the Company Interests 12
2.2 Purchase Price 12
2.3 Withholding Taxes 13

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER 13
3.1 Organization and Qualification of the Company 13
3.2 Organization and Qualification of the Sellers 13
3.3 Seller's Ownership of Company Interests 13
3.4 Absence of Conflicts of the Seller 13
3.5 Execution and Binding Obligation 14
3.6 Absence of Conflicts of the Company 14
3.7 Regulatory Approvals 15
3.8 Required Consents 15
3.9 Required Authorizations 15
3.10 Capitalization 15
3.11 Subsidiaries 16
3.12 Absence of Certain Changes or Events 16
3.13 Liabilities 16
3.14 Litigation 16
3.15 Properties and Mineral Rights 17
3.16 Reclamation Bonds 19
3.17 Environmental 19
3.18 Financial Statements 20
3.19 Material Contracts 22
3.20 Employees 22
3.21 Taxes 24
3.22 Anti-Corruption and Anti-Money Laundering 25
3.23 Compliance with Laws 26
3.24 No Related-Party Transactions 26
3.25 Insolvency 26
3.26 Brokers 27

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 27
4.1 Organization and Qualification 27
4.2 No Conflicts 28
4.3 Required Authorizations 28
4.4 Execution and Binding Obligation 28

4.5 Litigation...29
4.6 Insolvency...29
4.7 Anti-Corruption and Anti-Money Laundering...29
4.8 Purchaser Financing...29
4.9 Brokers...30

ARTICLE 5 CLOSING AND CLOSING DELIVERIES...30
5.1 Closing...30
5.2 Closing Deliveries of the Seller...30
5.3 Closing Deliveries of the Purchaser...31
5.4 Mutual Conditions of Closing...31
5.5 Conditions of Closing in Favour of the Purchaser...32
5.6 Conditions of Closing in Favour of the Seller...32
5.7 Actions to Satisfy Closing Conditions...32
5.8 TSXV Approval...33
5.9 Financing Arrangements...33

ARTICLE 6 COVENANTS...34
6.1 Interim Conduct Prior to Closing...34
6.2 Access...35
6.3 Prohibited Actions Prior to the Closing...35
6.4 Notice of Certain Events...36
6.5 Public Announcements and Confidentiality...37
6.6 Exclusivity...38
6.7 Preparation of Audited Financial Statements...38
6.8 Reclamation Bonds...39
6.9 Tax Matters...39
6.10 Specific Performance...42

ARTICLE 7 TERMINATION...42
7.1 Termination Rights...42
7.2 Termination Procedure...43

ARTICLE 8 SURVIVAL AND INDEMNIFICATION...44
8.1 Survival of Representations, Warranties and Covenants of the Seller...44
8.2 Survival of Representations, Warranties and Covenants of the Purchaser...44
8.3 Indemnification by Seller...45
8.4 Indemnification by the Purchaser...45
8.5 Limitations on Indemnification...45
8.6 Notice of Claim...46
8.7 Direct Claims...47
8.8 Third Party Claims...47
8.9 Materiality...48
8.10 Right to Recovery and Offset...49
8.11 Duty to Mitigate...49
8.12 Adjustment to Purchase Price...49
8.13 Exclusivity...49

ARTICLE 9 MISCELLANEOUS
49

9.1 Notices ... 49
9.2 Further Assurances ... 50
9.3 Time of the Essence ... 50
9.4 Expenses ... 50
9.5 Amendments ... 51
9.6 Waiver ... 51
9.7 Entire Agreement ... 51
9.8 Assignment ... 51
9.9 Successors and Assigns ... 52
9.10 Severability ... 52
9.11 Governing Law ... 52
9.12 Counterparts ... 52

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT is made the 26th day of September, 2025,

BY AND AMONG:

SAILFISH ROYALTY CORP.,
a corporation existing under the laws of the British
Virgin Islands

(the "Purchaser")

and -

MT. HAMILTON HOLDINGS LLC,
a limited liability company existing under the laws of
the State of Delaware

(the "Seller")

RECITALS:

A. The Seller owns all of the issued and outstanding Company Interests (as defined below); and
B. The Seller wish to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, all of the Company Interests, on the terms and subject to the conditions set out in this Agreement;

NOW THEREFORE, in consideration of the respective covenants and agreements of the Parties contained in this Agreement, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

"Affiliate" has the following meaning: an entity (the "first entity") is the Affiliate of another entity (the "second entity") where the second entity controls the first entity, or the first entity controls the second entity or both entities are controlled by the same Person. For purposes of this definition, "control" is the power, whether by Contract or ownership of equity interests, or otherwise, to select a majority of the board of directors,

4134-7217-4943.2

managers or other supervisory management authority of an entity, whether directly or indirectly through a chain of entities that are "controlled" within the foregoing meaning;

"Agreement" means this Membership Interest Purchase Agreement (including the Disclosure Letter), as amended, restated, replaced or supplemented from time to time;

"Allocation" has the meaning set out in Section 6.10(b);

"Anti-Corruption Laws" has the meaning set out in Section 3.34(a)(i);

"Audit" has the meaning set out in Section 6.7;

"Authorization" means, with respect to any Person, any Order, permit, approval, decree, consent, waiver, licence, certificate, registration or similar authorization of any Governmental Body having jurisdiction over such Person;

"Books and Records" means: (a) all of the Company's books of account, accounting records and other financial data and information, including copies of filed Tax Returns and assessments for each of the financial years of the Company; (b) the corporate records of the Company, including minute books; and (c) all sales and purchase records, lists of suppliers and customers, credit and pricing information, formulae, business, engineering and consulting reports and research and development information of, or relating to, the Company or the Company Assets; in each case that are in the possession or under the control of the Company, Seller or an Affiliate thereof, including all data and information stored electronically or on computer related media;

"Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of British Columbia or the State of Nevada on which commercial banks in Vancouver, British Columbia and Reno, Nevada are open for business;

"Claim" means any litigation, action, suit, appeal, claim, application, Order, proceeding, grievance, complaint, arbitration, appeal, alternative dispute resolution process or other legal proceeding;

"Closing" means the closing of the purchase and sale of the Company Interests;

"Closing Date" means the date that is two Business Days after the satisfaction or waiver of the last of the closing conditions set out in Sections 5.4, 5.5 and 5.6, other than those conditions that by their nature are to be (and will be) satisfied on Closing, provided that such date may not be later than the Outside Date;

"Code" means the U.S. Internal Revenue Code of 1986, as amended;

"Company" means Mt. Hamilton LLC, a limited liability company existing under the laws of the State of Colorado;

"Company Assets" means all assets owned by the Company, including the Properties, but excluding the Excluded Assets;

"Company Interests" means all of the outstanding membership interests of the Company;

"Confidential Information" means all information, including any Data, received or obtained by a Party or its respective Representatives from any other Party or its respective Representatives pursuant to, or in connection with, this Agreement;

"Constating Documents" means (a) in the case of a Person that is a corporation, its certificate of incorporation and its articles, by-laws, notice of articles, regulations or similar governing instruments required by the Laws of its jurisdiction of formation or organization, (b) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement, and (c) in the case of a Person that is not a corporation or limited liability company or natural person, its governing instruments as required or contemplated by the Laws of its jurisdiction of organization;

"Contract" means any written contract, arrangement, agreement, indenture, lease, sublease, deed of trust, licence, option, instrument or other commitment;

"Damages" means, in respect of any matter, all damages, Claims, demands, losses, liabilities, deficiencies, fines, costs, expenses (including all reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) and judgments arising as a consequence of such matter, in each case (other than in the case of fraud, any Third Party Claim or with respect to any Damages resulting from any breach of any representation or warranty in this Agreement) excluding incidental, indirect, consequential, special, exemplary, aggravated and punitive damages and lost profits, and including, in each case, the cost of enforcing any right to indemnification or payment hereunder;

"Data" means any maps, geological, geochemical and geophysical reports and data, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, technical reports, accounting and financial records, and other material information with respect to the Properties;

"Disclosure Letter" means the disclosure letter dated as of the Effective Date and delivered by the Seller to the Purchaser with this Agreement;

"Effective Date" means the date of this Agreement;

"Encumbrance" means any encumbrance, pledge, lien (statutory or otherwise), charge, security interest, title retention agreement, option, privilege, right of first refusal or first offer, royalty, interest in the production or profits from any asset, back-in rights, earn-in rights, mortgage, hypothec, restriction, or other similar interest or instrument charging, or creating a security interest in, or against title, easement, servitude or right-of-way (registered or unregistered), whether contingent or absolute, which materially affects the assets of a Person, and any Contract, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing;

"Environment" means the natural environment (including soil, land surface or subsurface strata, surface water, groundwater, sediment, ambient air (including all layers of the atmosphere), organic and inorganic matter and living organisms, including human health, and any other environmental medium or natural resource);

"Environmental Laws" means all applicable Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the development, operation, reclamation or restoration or properties; (b) abatement of pollution; (c) protection of the Environment; (d) protection of wildlife, including endangered species; (e) the regulation or control of Hazardous Substances or activities in connection with, or for the protection of, human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, vegetation or endangered or threatened species); (f) the use, generation, disposal, reclamation, remediation, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances; and (g) all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of Hazardous Substances;

"Environmental Permits" means all Authorizations required under Environmental Laws;

"Exchange" means the TSX Venture Exchange;

"Excluded Assets" means the Reclamation Bonds;

"Financing Arrangements" means the bridge financing arrangements set out in the commitment letter dated September 26, 2025 provided by Wexford Capital LP to the Purchaser;

"Financing Documents" has the meaning set out in Section 4.9(a);

"Financing Failure" means a refusal or other failure for any reason for the Financing Arrangements to be obtained by the Purchaser substantially on the terms set out in Financing Documents prior to the Outside Date;

"Government Official" has the meaning set out in Section 3.34(a)(ii);

"Governmental Body" means any domestic or foreign: (a) federal, provincial, state, municipal, local or other government, (b) governmental or quasi-governmental authority of any nature, including any governmental ministry, agency, branch, department, court, commission, board, tribunal, bureau or instrumentality, (c) stock exchange or Securities Regulatory Authority, including the Exchange, or (d) body exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power of any nature;

"Hazardous Substance" means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, that may impair the natural environment, injure or damage property or plant or animal life or harm or impair the health of any individual, and includes tailings, waste rock, hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined as hazardous pursuant to, or that could result in liability under, any Environmental Law;

"Indemnification Claim" has the meaning set out in Section 8.6(a);

"Indigenous" means any Native American group, band, or tribe that is recognized as such under applicable Laws, and any person who is a member of such group, band, or tribe.

"Indigenous Claims" means any claims, assertions or demands, whether proven or unproven, made by any Indigenous, or any representatives thereof, in respect of asserted or proven Indigenous rights or interests affecting the Properties, and/or all or any portion of the land the subject of the Properties.

"IFRS" means International Financial Reporting Standards as formulated by the International Accounting Standards Board, as updated and amended from time to time;

"Indebtedness" means without duplication and with respect to the Company, in each case calculated in accordance with IFRS, all (a) indebtedness for borrowed money, (b) obligations for the deferred purchase price of property or services, (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments, (d) obligations under any interest rate, currency swap or other hedging agreement or arrangement, (e) reimbursement obligations under any letter of credit, banker's acceptance or similar credit transactions, (f) obligations secured by any Encumbrance existing on any of the Company Assets, (g) guarantees made by the Company on behalf of any third party in respect of obligations with respect to the Company of the kind referred to in the foregoing clauses, (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses, (i) capital lease obligations, and (j) obligations under or with respect to any performance, reclamation or other bonds, financial assurances or guarantees provided by the Company, but excluding, in all cases: (i) the Reclamation Bonds, (ii) all obligations and other indebtedness arising from or related to the Reclamation Bonds, (iii) any future obligations under any capital leases of the Company to the extent such future obligations are related to and accrue during the period commencing on the Closing Date, (iv) any Permitted Encumbrances, and (v) any amounts accrued or payable with respect to the Audit;

"Indemnification Cap" has the meaning set out in Section 8.5(b);

"Indemnified Party" has the meaning set out in Section 8.6(a);

"Indemnifying Party" has the meaning set out in Section 8.6(a);

"Interim Period" means the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closing;

"Laws" means, in respect of any Person, property, transaction or event, any and all applicable (a) laws, constitutions, treaties, statutes, codes, ordinances, Orders, decrees, rules, regulations and by-laws, whether domestic, foreign or international; and (b) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Body;

"Leased Patented Claims" has the meaning set out in Section 3.15(a);

"Leased Unpatented Claims" has the meaning set out in Section 3.15(a);

"List" means the United States Environmental Protection Agency's National Priorities List (NPL) of Hazardous Substance Sites or Superfund Enterprise Management System (SEMS), or any similar and active lists of environmental sites maintained by a state or local Governmental Body;

"LOI" means the non-binding letter of intent dated August 20, 2025 between the Purchaser and the Seller, as amended by letter agreement dated August 25, 2025;

"Material Adverse Effect" means any effect, change, event, occurrence or circumstance that, when considered either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to, in the case of the Company, the Properties, business, operations, assets, liabilities or financial condition of the Company, taken as a whole, provided, however, that effects relating to: (i) general economic, political or regulatory conditions or events in any of the geographical areas in which the Company operates, (ii) any change in the financial, banking, credit, debt, currency or capital markets in general (whether in Canada, the United States or any other country or in any international market), including changes in interest rates, commodity prices or raw material prices, (iii) conditions generally affecting any industry or any market in which the Company operates, (iv) any pandemics (excluding any event, change or effect relating to or caused by the COVID-19 pandemic) or epidemics, (v) acts of God, natural disasters, national or international political or social conditions, including the engagement in hostilities, whether commenced before or after the Effective Date, and whether or not pursuant to the declaration of a national emergency or war (including any escalation or worsening of war), or the occurrence of any military or terrorist attack, (vi) any changes in Laws, or accounting rules or principles, including changes in IFRS, or (vii) the negotiation, announcement or pendency of the transactions contemplated in this Agreement or the identity of the Parties are not Material Adverse Effects and are not to be taken into account in determining whether a Material Adverse Effect has occurred, provided that in the case of (i), (ii), (iii), (v) and (vi) above such changes or developments do not disproportionately affect the Company or the Properties, taken as a whole, compared to other participants in the industry in which the Company conducts its business;

"Material Contracts" means any Contracts that are material to the Company, or to the ownership, operation, closure, remediation or reclamation of the Properties, including, without limitation, any Contracts that: (i) are leases or subleases of real property or material personal property (whether as lessor or lessee); (ii) provide for the expenditure or incurrence of Indebtedness of $50,000; (iii) have a term of twelve months or more and cannot be terminated by the Company by notice of no more than 30 days; (iv) grant any exclusive or preferential rights to provide, sell or distribute any of the products of the Company; (v) are for the purchase or sale of minerals or any other products; (vi) are for, or relate to, the transportation of any minerals or other products; (vii) contain provisions obligating the Company to purchase or obtain a minimum or specified amount of any minerals, products or services from any Person; or (viii) are with any Governmental Body;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects, as promulgated by the Canadian Securities Administrators;

"Note" means the senior secured note dated April 29, 2024 in the aggregate principal amount of $25,000,000 issued by Bendito Resources Inc. and Bendito Resources USA Inc. to Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC;

"Mineral Resource Table" has the meaning set out in Section 6.8(a);

"MPR Agreement" means the milestone payment rights agreement dated April 29, 2024 pursuant to which Bendito Resources USA Inc. granted certain milestone payment rights to Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC;

"Order" means any order, injunction, judgment, administrative complaint, decree, ruling, award, assessment, direction, instruction, penalty or sanction issued, filed or imposed by any Governmental Body or arbitrator;

"Ordinary Course" means any transaction that constitutes an ordinary day-to-day business activity of a Person in accordance with, and materially consistent with, its past business practices;

"Outside Date" means November 30, 2025;

"Owned Patented Land" has the meaning set out in Section 3.15(a);

"Owned Unpatented Claims" has the meaning set out in Section 3.15(a);

"Parties" means the Purchaser and the Seller, and "Party" means either one of them;

"Permits" means all permits, licences, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from a Governmental Body;

"Permitted Encumbrances" means

(a) undetermined or inchoate Encumbrances incidental to construction, maintenance or operation of the Properties, or otherwise relating to the Ordinary Course, which have not, as of the Closing, been filed pursuant to applicable Law,

(b) statutory liens for current Taxes, excluding net proceeds of minerals tax, assessments or other governmental charges not yet delinquent, or the amount or validity of which is being contested in good faith by appropriate proceedings,

(c) liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers' acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the Ordinary Course,

(d) Encumbrances or Claims that are disclosed to the Purchaser in Section 1.1(a) of the Disclosure Letter incidental to current construction carried out in the Ordinary Course, and mechanics', materialmen's, warehousemen's, workers', carriers' and other similar Encumbrances arising or incurred in the Ordinary Course and for amounts not yet delinquent, or if delinquent, being contested in good faith by appropriate actions,

(e) all rights reserved to, or vested in, any Governmental Body by the terms of any patent, lease, licence, franchise, grant or permit held by it, or by any statutory provision to terminate any such patent, lease, licence, franchise, grant or permit, or to require annual or periodic payments as a condition of the continuance thereof, or to distrain against or to obtain an Encumbrance on any of its property or assets in the event of failure to make such annual or other periodic payments,

(f) any lease in which the Company is the lessee, and the lessor's title under any such lease,

(g) Encumbrances that are due to zoning or subdivision, entitlement and other land use Laws,

(h) Encumbrances that arise by reason of acts of, or with the written approval of, the Purchaser or any Representative of the Purchaser, easements, rights-of-way, roads, covenants, restrictions and other matters of record in the Office of the White Pine County Recorder,

(i) with respect to the Owned Unpatented Claims and the Leased Unpatented Claims, the paramount title of the United States, the rights of citizens of the United States and other qualified Persons to enter onto and use the public lands, and the authority and right of the United States to administer and manage entry onto and use of the public lands,

(j) all matters disclosed in the Title Reports, and

(k) all Encumbrances disclosed in Section 1.1(a) of the Disclosure Letter;

"Person" means any individual, corporation, legal person, partnership, firm, joint venture, syndicate, association, trust, trustee, limited liability company, unincorporated organization, trust company, Governmental Body or any other form of entity or organization;

"Properties" means, collectively, the Owned Patented Land, the Owned Unpatented Claims, the Leased Patented Claims, the Leased Unpatented Claims and the Water Rights, each as further described in Section 3.15(a) of the Disclosure Letter;

"Purchaser" has the meaning set out in the preamble to this Agreement;

"Purchaser Fundamental Representations" means the representations and warranties in Sections 4.1 (Organization and Qualification), 4.2 (No Conflicts), and 4.5 (Execution and Binding Obligation);

"Purchase Price" has the meaning set out in Section 2.2(a);

"Reclamation Bonds" means all surety instruments, bonds, letters of credit, guarantees and other instruments or arrangements securing or guaranteeing the performance of obligations with respect to the operation, closure, reclamation or remediation of property;

"Release" means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching

or migration of any Hazardous Substance in the indoor or outdoor environment, including the movement of any Hazardous Substance through or in the air, soil, surface water, ground water or property;

"Representative" means, with respect to any Person, such Person's, and such Person's Affiliates', officers, directors, managers, employees, contractors, agents, representatives and financing sources (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of such Person or its Affiliates);

"Sanctioned Person" means (i) any person identified in any Sanctions Law-related list of designated persons maintained by the Government of Canada or other Sanctions Laws authorities, (ii) any person located, incorporated, or resident in a country where investments, dealings, activities, or transactions with Persons in that country are in violation of Sanctions Laws, or (iii) any person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a person described in clause (i) or (ii) to the extent the owned or controlled person is itself subject to the restrictions or prohibitions as the person described in clause (i) or (ii);

"Sanctions Laws" means economic and financial sanctions Laws administered, enacted or enforced from time to time by the Government of Canada, United States, European Union, United Kingdom, or United Nations Security Council;

"Securities Regulatory Authorities" means, collectively, the securities commissions and other securities regulatory authorities in each applicable state and territory of the United States and province and territory of Canada, and the Exchange;

"Seller's Fundamental Representations" means the representations and warranties in Sections 3.1 (Organization and Qualification of the Company), 3.2 (Organization and Qualification of the Seller), 3.3 (Seller's Ownership of Company Interests), 3.4 (Absence of Conflicts of the Seller), 3.5 (Execution and Binding Obligation), 3.6 (Absence of Conflicts of the Company) and 3.10 (Capitalization);

"Straddle Period" has the meaning set forth in Section 6.10(c)(ii);

"Straddle Tax Returns" has the meaning set forth in Section 6.10(c)(ii);

"Tax Authority" means the United States Internal Revenue Service, the Canada Revenue Agency and any other applicable national, state, local, provincial, territorial or other Governmental Body responsible for the administration, implementation, assessment, determination, enforcement, compliance, collection or other imposition of any Taxes;

"Tax Notice" has the meaning set forth in Section 6.10(d)(i);

"Tax Returns" means any and all returns, reports, information, rebates, credits, elections, designations, schedules, filings or other documents (including any related or supporting information) relating to Taxes filed or required to be filed by any Tax Authority or pursuant to any applicable Law relating to Taxes or in fact filed with any Tax Authority;

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"Taxes" includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind imposed by any Tax Authority, including all interest, penalties, fines or additions to tax imposed by any Governmental Body in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, unemployment health, social services, education and Social Security and Medicare taxes, and escheat and property obligations;

"Technical Report" has the meaning set out in Section 6.8(b);

"Third Party Claim" has the meaning set out in Section 8.6(a);

"Time of Closing" means 10:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as the Seller and the Purchaser may agree in writing;

"Title Reports" means, collectively, that certain Title Report Update dated July 15, 2025 concerning 212 unpatented mining claims, that certain Title Report Update dated July 15, 2025 concerning 90 unpatented mining claims, that certain Title Report Update dated July 15, 2025 concerning nine patented mining claims, and that certain Title Report Update dated July 15, 2025 concerning two patented fee parcels, each prepared by the law firm of Parr Brown Gee & Loveless (Seller's legal counsel and addressed to the Company), pertaining to certain of the Properties;

"Transfer Taxes" has the meaning set out in Section 6.10(e);

"TSXV Approval" means the approval of the Exchange for the purchase by the Purchaser of the Company Interests on the terms and conditions set out herein; and

"Water Rights" has the meaning set out in Section 3.15(a).

1.2 Rules of Construction

Except as may be otherwise specifically provided in this Agreement, and unless the context otherwise requires, in this Agreement:

(a) references to "Agreement", "this Agreement", "the Agreement" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(b) references to an "Article" or "Section" by a number or letter refer to the specified Article or Section of this Agreement;

(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

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(e) the word "including" is deemed to mean "including, without limitation" and similar variations of same;

(f) all references to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time;

(g) any reference to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted assigns, as applicable;

(h) all dollar amounts in this Agreement refer to United States dollars unless otherwise indicated;

(i) any time period within which a payment is to be made or other action is to be taken under this Agreement shall be calculated excluding the day on which the period commences and including the day on which the period ends; and

(j) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day.

1.3 Knowledge

Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of the Seller, (a) it refers, in each case, to the actual knowledge (after reasonable inquiry, but without any requirement to make any inquiries of any Governmental Body, or to perform any search of any public registry office or system) of [REDACTED - personal information] without personal liability on his part, and (b) in the case of the representation and warranty in Section 3.40 (Full Disclosure) only, it refers to the actual knowledge (after reasonable inquiry, but without any requirement to make any inquiries of any Governmental Body, or to perform any search of any public registry office or system) of [REDACTED - personal information], without personal liability. Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of the Purchaser, it refers, in each case, to the actual knowledge (after reasonable inquiry, but without any requirement to make any inquiries of any Governmental Body, or to perform any search of any public registry office or system) of Paolo Lostritto, without personal liability on his part.

1.4 Disclosure Letter

(a) The Disclosure Letter forms an integral part of this Agreement for all purposes of this Agreement.

(b) The purpose of the Disclosure Letter is to set out the qualifications, exceptions and other information called for in this Agreement. The Parties acknowledge and agree that the Disclosure Letter, and the information and disclosures contained in the Disclosure Letter, do not constitute or imply, and shall not be construed as:

(i) any representation, warranty, covenant or agreement which is not expressly set out in this Agreement;

(ii) an admission of any liability or obligation of the Seller;

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(iii) an admission that the information is material;
(iv) a standard of materiality, a standard for what is or is not in the Ordinary Course, or any other standard contrary to the standards contained in this Agreement; or
(v) an expansion of the scope of any of the representations, warranties and covenants set out in this Agreement.

(c) Disclosure of any information in the Disclosure Letter that is not strictly required under this Agreement has been made for informational purposes only and does not imply disclosure of all matters of a similar nature.
(d) The Disclosure Letter itself is Confidential Information and may not be disclosed unless: (i) it is required to be disclosed pursuant to Law, unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes, or (ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.

1.5 Statutes

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute, and all rules and regulations made under such statute, as the same may have been amended, re-enacted or replaced.

1.6 No Presumption

This Agreement is the product of negotiation by the Parties, having the assistance of counsel and other advisors. It is the intention of the Parties that no Party shall be presumed to be the drafter of this Agreement and that this Agreement not be construed more strictly with regard to one Party than any other Party.

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale of the Company Interests

Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, assign and transfer to the Purchaser, and the Purchaser shall purchase from the Seller, all, but not less than all, of the Company Interests, free and clear of all Encumbrances.

2.2 Purchase Price

(a) The aggregate purchase price payable by the Purchaser to the Seller for the Company Interests shall be comprised of a cash payment in the amount of $40,000,000 (the "Purchase Price").
(b) The Purchase Price shall be satisfied at the Time of Closing by wire transfer of immediately available funds to the account of the Seller set out in Section 2.2(a) of the Disclosure Letter, or as otherwise directed by the Seller;

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2.3 Withholding Taxes

Notwithstanding any provision in this Agreement to the contrary, if the Seller deliver the certificates described in Section 6.10(f) to the Purchaser, then any and all payments to the Seller of the Purchase Price pursuant to this Agreement shall be made free and clear of any deduction or withholding, or offset therefrom; provided, however, that if the Seller subsequently transfer the right to receive any payment of the Purchase Price to a transferee, then the Purchaser may deduct and withhold from any consideration payable or otherwise deliverable to such transferee such taxes or other amounts as Purchaser and its Representatives determines are required to be deducted or withheld with respect to such payments under applicable law unless such transferee provides a properly completed and executed IRS Form W-9 or other withholding certificate certifying that such transferee is not otherwise subject to withholding for U.S. federal income tax purposes.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows as at the Effective Date and the Closing Date, and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

3.1 Organization and Qualification of the Company

The Company is a limited liability company duly formed and validly existing under the laws of the State of Colorado and has all necessary limited liability company power, authority and capacity to own the Company Assets and to carry on its business as presently conducted. The Company is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which the Company Assets are located or it conducts business.

3.2 Organization and Qualification of the Seller

The Seller is a limited liability company existing under the laws of the State of Delaware and has all necessary limited liability company power, authority and capacity to enter into and perform its obligations under this Agreement.

3.3 Seller's Ownership of Company Interests

The Seller is the sole registered and beneficial owner of the Company Interests, free and clear of all Encumbrances. The Seller has the exclusive right to dispose of the Company Interests as provided in this Agreement. Upon completion of the transactions contemplated by this Agreement, the Seller shall have transferred to the Purchaser good and valid title to the Company Interests, free and clear of all Encumbrances. The Seller is not a party to any shareholder, pooling, voting trust or other similar Contract relating to the Company Interests.

3.4 Absence of Conflicts of the Seller

The execution, delivery and performance by the Seller of this Agreement, and the consummation of the transactions contemplated by this Agreement, does not and will not, in any

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material respect, constitute or result in a breach or violation of, contravene, or conflict with, or cause the termination or revocation of, or result in any default under, or allow any Person to exercise any rights under, the Seller's Constating Documents or any Contract, Order, Authorization or applicable Law to which the Seller is a party or subject, or by which the Seller is bound or affected.

3.5 Execution and Binding Obligation

(a) The Seller has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and to complete the transactions contemplated by this Agreement.

(b) The execution, delivery and performance by the Seller of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been authorized by all necessary action on the part of the Seller.

(c) This Agreement has been duly executed and delivered by the Seller, and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject only to any limitation under Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

3.6 Absence of Conflicts of the Company

Except as disclosed in Section 3.6 of the Disclosure Letter, the execution, delivery and performance by the Seller of this Agreement, and the consummation of the transactions contemplated by this Agreement, do not and will not:

(a) constitute or result in a breach or a violation of, a default under, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of the Company's Constating Documents;

(b) do not and will not constitute or result in a breach or a violation of, a default under, or an event that, with or without notice or lapse of time or both, would result in the acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, or allow any Person to exercise any rights under, any Material Contract, Order or Authorization to which the Company is a party or subject, or by which the Company is bound;

(c) do not and will not result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) on any of the Company Assets; and

(d) do not and will not result in the violation of any Law applicable to the Company, in each case, save as would not reasonably be expected to have a Material Adverse Effect with respect to the Company.

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3.7 Regulatory Approvals

No Order or Authorization of, filing or application with, or notice to any Governmental Body is required on the part of the Seller or the Company in connection with the execution and delivery of this Agreement or the performance of the Seller's obligations under this Agreement.

3.8 Required Consents

Except as disclosed in Section 3.8 of the Disclosure Letter, the execution, delivery, and performance by the Seller and the Company of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not require the consent, approval or waiver of, or notice to, any Person under any Contract to which the Company or the Seller is party or by which the Seller or the Company is bound or to which any of the Company Assets are subject.

3.9 Required Authorizations

Section 3.9 of the Disclosure Letter lists all current Authorizations and pending applications for any Authorizations necessary for the Company to own the Company Assets and conduct its business and operations as presently conducted in all material respects. Such Authorizations are valid, subsisting and in good standing, and in full force and effect, and there are no outstanding material defaults or breaches under any such Authorizations on the part of the Company. To the knowledge of the Seller, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Authorization or pending applications for any Authorizations set forth in Section 3.9 of the Disclosure Letter.

3.10 Capitalization

Section 3.10 of the Disclosure Letter sets forth the authorized and issued capital of the Company. At the Closing, the Company Interests will constitute all of the securities or membership interests in the capital of the Company. All of the Company Interests have been duly and validly issued and are outstanding as fully paid and non-assessable membership interests. Other than the Company Interests, there are no other equity interests issued or outstanding of, or reserved for issuance with respect to, the Company. No options, warrants or other rights to purchase Company Interests, and no securities or obligations convertible into or exchangeable for Company Interests, have been authorized or agreed to be issued, or are outstanding. The Company Interests were issued in compliance with applicable Laws, were not issued in violation of the Constating Documents of the Company or any other Contract to which the Seller or the Company is a party, and are not subject to or in violation of any pre-emptive or similar rights of any Person. Except as disclosed in Section 3.10 of the Disclosure Letter, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any the Company Interests. No Person has, and there is no outstanding or authorized, written or oral Contract, option or warrant, convertible security or any other right or privilege capable of becoming such (whether by Law, pre-emptive or contractual right) granted by the Company or the Seller, for the purchase, subscription, allotment or issuance of the Company Interests or any unissued membership interests or other equity securities of the Company.

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3.11 Subsidiaries

The Company does not have any subsidiaries and does not hold any shares, securities, equity, joint venture, partnership or other ownership interest in any other Person or entity.

3.12 Absence of Certain Changes or Events

Since December 31, 2024, other than the transactions contemplated in this Agreement and other than as disclosed in Section 3.12 of the Disclosure Letter:

(a) the Company has not carried on any business other than owning and maintaining the Company Assets, negotiating and entering into this Agreement and the transactions contemplated by this Agreement, and such other agreements and activities necessarily incidental thereto;

(b) the Company has not assigned, transferred, conveyed, leased, licensed, Encumbered (other than Permitted Encumbrances) or otherwise disposed of any material Company Assets;

(c) the Company has not changed, altered, amended or terminated any of its Authorizations (or any applications for any Authorizations);

(d) the Company has not failed to pay and discharge any current liabilities, as and when they become due;

(e) the Company has not suffered any material damage or loss to any of the Company Assets;

(f) the Company has not agreed to or committed to do any of the foregoing; and

(g) there has not been any event, circumstance or occurrence that, individually or in the aggregate, with or without the lapse of time, has had or would reasonably be likely to give rise to a Material Adverse Effect with respect to the Company.

3.13 Liabilities

The Company has not incurred and does not have any Indebtedness or other liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, except: (a) as specifically presented on the balance sheet of the Company as of December 31, 2024, (b) as incurred in the Ordinary Course since December 31, 2024 and which will be paid in full prior to or concurrent with the Closing; and (c) as set out in Section 3.13 of the Disclosure Letter.

3.14 Litigation

Except as disclosed in Section 3.14 of the Disclosure Letter:

(a) there is no Claim, investigation or other proceeding, in progress or pending or, to the knowledge of the Seller, threatened (i) against or directly relating to the Company before any Governmental Body, or (ii) that challenges or seeks to

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prevent, enjoin or otherwise delay or limit the ability of the Seller to carry out, or consummate, the transactions contemplated by this Agreement, and the Seller does not have knowledge of any existing ground on which any such Claim, investigation or other proceeding might be commenced;

(b) there is no Order against the Company; and

(c) to the knowledge of the Seller, there are no current Claims or protests concerning the Properties or the Company by any association or group with respect to the operations, development, zoning, land use, environmental impact or permitting of the Properties. The Seller has no knowledge of any current opposition to the Properties or any aspect thereof, from any Governmental Body or non-governmental agency or entity.

3.15 Properties and Mineral Rights

(a) Section 3.15(a) of the Disclosure Letter, accurately describes all: (i) the patented fee parcels owned by the Company (the "Owned Patented Land"); (ii) the unpatented mining claims owned by the Company (the "Owned Unpatented Claims"); (iii) the patented mining claims leased by the Company (the "Leased Patented Claims"); (iv) the unpatented mining claims leased by the Company (the "Leased Unpatented Claims"); and (v) the water rights owned by the Company (the "Water Rights"), which collectively comprise the Properties.

(b) From August 25, 2015 and, to the knowledge of the Seller, prior to August 25, 2015, the Company has not sold, conveyed, transferred, assigned or leased any interest in the Properties to any other Person, nor created or consented to any Encumbrance on the Properties, other than Permitted Encumbrances.

(c) The Company is the legal and beneficial owner of: (i) all of the Owned Patented Land; (ii) all of the Owned Unpatented Claims; (iii) all of the Water Rights; (iv) the leasehold interest in all of the Leased Patented Claims; and (v) the leasehold interest in all of the Leased Unpatented Claims, in each and all cases, free and clear of all Encumbrances except for Permitted Encumbrances.

(d) Except as disclosed in Section 3.15(d) of the Disclosure Letter, to the knowledge of the Seller, there is no material adverse Claim against, or challenge to, the ownership of the Properties, except in the case of Permitted Encumbrances. Neither the Seller nor the Company has received any written notice from any Governmental Body of any revocation or intention to revoke any interest of the Company in or to the Properties.

(e) None of the Properties are subject to a partnership, joint venture or other analogous arrangement, other than Permitted Encumbrances.

(f) There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Properties, nor has any written notice in respect of any such proceeding been received by the Seller or the Company, nor is the Seller or the Company aware of any intent or proposal to give any such notice or commence any such proceeding.

(g) With respect to each unpatented mining claim constituting the Properties, except as may be specified in Section 3.15(g) of the Disclosure Letter, and subject to the paramount

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title of the United States, the rights of citizens of the United States and other qualified Persons to enter onto and use the public lands, the authority and right of the United States to administer and manage entry onto and use of the public lands, and the provisions of the Title Reports, to the knowledge of the Seller: (i) all such claims were located, staked, filed and recorded on available public domain land in compliance with all applicable Laws; (ii) all claim maintenance fees required to be paid under federal Law in lieu of the performance of assessment work in order to maintain the claims have been timely and properly paid, and affidavits or other notices evidencing such payments, and the owner's intent to hold the claims as required under applicable Laws, have been timely and properly filed and recorded; (iii) there are no Claims pending or threatened against or affecting any of the claims; and (iv) the claims are in good standing with respect to all applicable Governmental Bodies.

(h) Except as may be disclosed in Section 3.15(h) of the Disclosure Letter, the Water Rights are in good standing in the office of the Nevada State Engineer and are adequate for the operations of the Company as now being conducted.

(i) Except as may be disclosed in Section 3.15(i) of the Disclosure Letter: (i) there are no leases, tenancies, licenses or other Contracts, or any subleases or assignments of leases by tenants, pursuant to which a third party has or would, through action by the Company, have the right of possession, occupancy or use of the Leased Patented Claims, the Leased Unpatented Claims or the Water Rights; (ii) each lease under which the Company leases any of the Leased Patented Claims or any of the Leased Unpatented Claims is valid and in full force and effect; (iii) there is not any existing material default by the Company under any such lease that would give the lessor the right to terminate such lease or amend or modify such lease in a manner adverse to the Company; and (iv) to the knowledge of the Seller, there is not any existing default by the lessor of any such lease.

(j) The Company Assets represent all of the rights, assets and property necessary to conduct the business, operations and activities of the Company as currently conducted. The Company Assets are sufficient for the continued conduct of the business and operations of the Company after the Closing in substantially the same manner as conducted prior to the Closing. All material Company Assets used in conducting the Company's ordinary business activities are held solely by the Company, and all Contracts, obligations, expenses and transactions relating to the business as currently conducted by the Company have been entered into, incurred and conducted only by the Company.

(k) Other than as set out in Section 3.15(k) of the Disclosure Letter or the Title Reports, (A) the Company has the exclusive right to deal with the Properties; (B) no person or entity of any nature whatsoever other than the Company has any interest in the Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interest; (C) there are no options, back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company's interests in the Properties, and no such rights are, to the knowledge of the Seller, threatened; (D) the Company has not received any notice, whether written or oral, from any Governmental Body or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Properties; and (E) the Properties are in good standing under and comply with all Laws in all material respects and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.

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(I) This Section 3.15 contains the sole and exclusive representations and warranties of the Seller concerning title to the Properties, any and all other representations and warranties (express or implied) being expressly disclaimed by the Seller. Without limiting the generality of the foregoing sentence, and notwithstanding anything else in this Agreement, no representation or warranty (express or implied) is made by the Seller, and such representations and warranties are instead expressly disclaimed, regarding: (i) the existence of any discovery of valuable minerals on or within any of the unpatented mining claims constituting the Properties; (ii) the paramount title of the United States in and to the land within the unpatented mining claims constituting the Properties; and (iii) the status, condition of title, potential, usability, marketability, value or validity of the Properties or any of them.

3.16 Reclamation Bonds

Section 3.16 of the Disclosure Letter sets forth a description of all surety instruments, bonds, letters of credit, guarantees and other instruments or arrangements securing or guaranteeing performance of obligations with respect to the operation, closure, reclamation or remediation of the Properties (collectively, the "Reclamation Bonds"). No Governmental Body has called on any of the Reclamation Bonds. For the avoidance of doubt, the Reclamation Bonds will be retained by the Seller as Excluded Assets and will be replaced by the Purchaser in accordance with Section 6.9.

3.17 Environmental

(a) Except as disclosed in Section 3.17(a) of the Disclosure Letter, the Company is in compliance with all applicable Environmental Laws in all material respects.

(b) Except as disclosed in Section 3.17(b) of the Disclosure Letter, from August 25, 2015 and, to the knowledge of the Seller, prior to August 25, 2015, no activities have been carried out by the Company that have caused a Release of any Hazardous Substance on, from or under any of the Properties, resulting in violation of Environmental Laws or that would reasonably be anticipated to result in material liability or response costs, and, to the knowledge of the Seller, there has been no Release of any Hazardous Substance in material contravention of any Environmental Law or that would reasonably be anticipated to result in material liability or response costs.

(c) Except as disclosed in Section 3.17(c) of the Disclosure Letter, neither the Company nor the Seller has received any request for information, notice, demand letter, administrative inquiry, investigation, complaint or Claim from any Governmental Body with respect to Environmental Laws relating to a violation, or alleged violation, of Environmental Law or a Release of Hazardous Substances.

(d) The Company has not entered into and is not otherwise subject to any consent decree, judgment, judicial or administrative order, or consent agreement relating to compliance with Environmental Laws or Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Substances, and no litigation or administrative proceeding is pending with respect to the same, and, to the knowledge of the Seller, no such consent decree, judgment, judicial or administrative order, or consent agreement has been entered into with respect to the Properties.

(e) To the knowledge of the Seller, there are no changes in the status, terms or conditions of any Environmental Permits held by the Company, or any renewal, modification,

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revocation, reassurance, alteration, transfer or amendment of any such Environmental Permits, that are required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated in this Agreement, except for such administrative updates as are typically required in connection with transactions of this nature.

(f) To the knowledge of the Seller, the Company is in possession of all Environmental Permits that are required to own or lease the Properties and to maintain the Properties as maintained as of the Effective Date, a complete list of which is provided in Section 3.17(f) of the Disclosure Letter. To the knowledge of the Seller, the Environmental Permits are in good standing with the applicable Governmental Bodies and are adequate for the operations of the Company as conducted immediately prior to the Effective Date, and the Company is, and has been, in compliance with the terms of such Environmental Permits and all Environmental Laws, except in the event that such non-compliance would not have a Material Adverse Effect with respect to the Company.

(g) To the knowledge of the Seller, no real property currently or formerly owned, leased, operated or occupied by the Company, including the Properties, is listed on a List, and neither the Seller nor the Company has received any written notice that any real properties currently or formerly owned, leased, operated or occupied by the Company, including the Properties, are being considered for inclusion on a List.

3.18 Permits

All Permits required for the Company to conduct its business and own the Company Assets, as conducted and owned on the Effective Date, have been obtained by it and, to the knowledge of the Seller, are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 3.18 of the Disclosure Schedules lists all current Permits issued to the Company, including the names of the Permits and their respective dates of issuance and expiration. To the knowledge of the Seller, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.18 of the Disclosure Schedules.

3.19 Sanctions

The Company (i) has no assets located in a jurisdiction in violation of Sanctions Laws, or otherwise directly or indirectly derives revenues from or engages in, investments, dealings, activities, or transactions which violate Sanctions Laws; nor (ii) directly or indirectly derives revenues from or is engaged in investments, dealings, activities, or transactions with, any Sanctioned Person.

3.20 Expropriation

None of the Properties or any of the Company Assets has been expropriated, seized, levied upon, taken or subject to a lien or assessment of any Governmental Body nor has any actual notice or proceeding in respect thereof been given or commenced nor, to the knowledge of the Seller, is there any intent or proposal to give any such notice or to commence any such proceeding.

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3.21 Cultural Heritage

None of the areas covered by the Properties (including any construction, remains or similar elements located on them) have been declared as a cultural heritage site by any Governmental Body.

3.22 Health and Safety

(a) Since August 25, 2015, the Company has operated in all material respects in accordance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and harassment and discrimination prevention, labour relations, immigration and privacy, and there are no current, pending, or to the knowledge of the Seller, threatened proceedings before any Governmental Body with respect to any such matters.

(b) The Company has not received any demand or notice with respect to a breach of any applicable health and safety Laws, the effect of which would be reasonably expected to affect operations relating to the Properties.

(c) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and the Company has not been reassessed in any material respect under such legislation during the past three years and, no audit of the Company is currently being performed pursuant to any applicable workplace safety and insurance legislation. To the knowledge of the Seller, there are no claims, investigations or inquiries pending against the Company (or naming the Company as a potentially responsible party) based on non-compliance with any applicable health and safety Laws at any of the operations relating to the Properties.

3.23 Indigenous Claims

To the knowledge of the Seller, the Seller is not aware of any Indigenous Claims affecting the Properties. To the Seller's knowledge, no Indigenous sacred site or Indigenous resource of significance exists on the Properties.

3.24 Reports

Other than as disclosed in Section 3.24 of the Disclosure Letter, and to the knowledge of the Seller, the Seller is not aware of any technical reports concerning the Properties prepared since August 25, 2015, including reports prepared pursuant to SK-1300, NI 43-101 or JORC, or reports prepared in connection with any NEPA process, cultural studies, geologic or hydrological studies (whether performed for Seller or otherwise in Seller's possession).

3.25 Intellectual Property

The Company does not own or possess any intellectual property rights including any patents, copyrights, trade secrets, trademarks, service marks or trade names which are, individually or in the aggregate, material to the business and operations of the Company as currently conducted.

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3.26 Financial Statements

(a) The audited financial statements for the Company as at and for the fiscal year ended on December 31, 2023 and the unaudited financial statements for the Company for the year ended December 31, 2024, including the notes thereto (collectively, the “Financial Statements”), have been prepared in accordance with IFRS, applied on a basis consistent with prior periods and all applicable Laws, and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), financial position and results of operations of the Company as of the respective dates thereof, and the results of operations and cash flows of the Company for the respective periods covered thereby.

(b) Except as described in the Financial Statements and Section 3.26 of the Disclosure Letter, as of the Effective Date, the Company has no liabilities that are required to be reflected as liabilities on a balance sheet prepared in accordance with IFRS, except non-delinquent obligations for trade payables, accruals in the Ordinary Course, reclamation and closure cost obligations, security deposits held, and other obligations incurred in the Ordinary Course, having an aggregate value of not more than $50,000.

3.27 Material Contracts

Except for Contracts described in Section 3.27 of the Disclosure Letter, the Company is not a party to any Material Contracts. The Seller has made available to the Purchaser true and correct copies of each of the Material Contracts, including all amendments, modifications and supplements thereof or thereto. Each of the Material Contracts is valid, in full force and effect and is unamended (except as described in Section 3.27 of the Disclosure Letter), and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, and, to the knowledge of the Seller, enforceable in accordance with its terms against the parties thereto other than the Company. Neither the Company, nor to the knowledge of the Seller, the counterparty to such Material Contract, is in violation, breach or default under any such Material Contract, and there exists no condition or event which, with the giving of notice or lapse of time or both, reasonably would be expected to cause the Company, or to the knowledge of the Seller, any other party or parties, to be in default under any such Material Contract. The Seller has not proposed, and to the knowledge of the Seller, no counterparty to any Material Contract has proposed, the renegotiation of any material terms of any Material Contract, and no party to a Material Contract has made written demand to the Company for such renegotiation. Except as set out in Section 3.27 of the Disclosure Letter, neither the Company nor the Seller has received any written notice of the intention of any Person to terminate or amend any Material Contract.

3.28 Operational Matters

All rentals, royalties (whether statutory or contractual), overriding royalty interests, production payments, net profits, earn-outs, streaming or metal pre-payment payments and obligations due and payable on or prior to the date hereof under, with respect to, or on account of, any assets of the Company have been: (i) duly paid; or (ii) provided for prior to the date thereof.

3.29 Employees

(a) Except as disclosed in Section 3.29 of the Disclosure Letter, from August 25, 2015 and, to the knowledge of the Seller, prior to August 25, 2015, the Company

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has had no employees, has not entered into any employment Contracts, and has not been a party to, nor bound by, any collective bargaining agreement or any employment Contract, nor has the Company maintained, sponsored, contributed to, or incurred any liability under, any pension, savings, commission, deferred compensation, salary continuation, vacation, supplemental unemployment benefits, education assistance, profit-sharing, mortgage assistance, employee loan, retirement, group health or welfare, severance, bonus, incentive or equity-based compensation or other employee benefit plans, retiree plans, programs or other retiree coverage or arrangements, fringe benefit and other benefit plans, programs, contracts, coverage, arrangements or policies, including pursuant to the U.S. Employee Retirement Income Security Act of 1974. To the knowledge of the Seller, there are no liabilities or obligations relating to individuals employed by the Company.

(b) Except as disclosed in Section 3.29 of the Disclosure Letter, the Company has no current independent contractors and has no independent contractor Contracts. There are no outstanding liabilities or obligations relating to any independent contractors currently engaged by the Company.

(c) Except as set out in Section 3.29 of the Disclosure Letter, the Company is not a party to or bound or governed by, or subject to:

(i) any application for certification, collective bargaining, voluntary recognition or any other labour or union agreement, or any actual or, to the knowledge of the Seller, threatened application for certification or bargaining rights in respect of the Company;

(ii) any current, pending, or to the Seller's knowledge, threatened labour dispute, strike, lock-out, work slowdown or stoppage relating to or involving any employees of the Company and no such event has occurred; or

(iii) any actual or, to the knowledge of the Seller, threatened claim against the Company arising out of or in connection with employment or consulting relationship or the termination thereof.

(d) The Company has not engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of the Seller, threatened against the Company.

(e) To the Seller's knowledge, no senior employee, consultant, or independent contractor intends to terminate his or her relationship with the Company for any reason (including as a result of the transactions contemplated by this Agreement).

(f) All accruals for unpaid vacation pay, sick pay and overtime, premiums for employment insurance, employee plan premiums, Canada Pension Plan premiums, accrued wages, salaries and incentive payments have been reflected in the Financial Statements and the Company's Books and Records, as applicable.

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3.30 Employment, Severance and Change of Control Agreements

The Company is not party to any employment, consulting, retention, change of control agreement with, or any written or, to the knowledge of the Seller, oral agreement, arrangement or understanding providing for retention, severance or termination payments, change of control, golden parachute, or any other obligation to, any director, officer, employee or consultant of the Company in connection with the termination of their position or their employment as a result of a change in control of the Company (including as a result of the transactions contemplated by this Agreement).

3.31 Taxes

Except as disclosed in Section 3.31 of the Disclosure Letter:

(a) the Company has filed or caused to be filed all income Tax Returns, including without limitation gross proceeds of minerals tax, and other material Tax Returns required to be filed by it with the appropriate Governmental Body, and all such Tax Returns filed were correct and complete in all material respects and there have been no reassessments of the Company's Tax Returns submitted during the time the Company was classified as a U.S. domestic partnership resulting in any Tax related liabilities nor has the Company received any indication from any Governmental Body that such a reassessment of such Tax Returns is proposed, regardless of its merits;

(b) the Company has paid all Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it, whether or not shown on any Tax Return;

(c) the Company has been classified during its entire existence as a disregarded entity or a U.S. domestic partnership for United States federal and state income Tax purposes;

(d) there are no ongoing Tax audits, examinations, disputes or Claims, and no waivers of statutes of limitations have been given or requested, with respect to the Company or the Seller with respect to any of the Company Assets;

(e) the Company Assets are not subject to any Tax liens, other than liens for Taxes not yet due and payable or being contested in good faith through appropriate proceedings, which are described in Section 3.31(e) of the Disclosure Letter, and for which adequate reserves are maintained in the appropriate financial statements;

(f) no unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed in writing against the Company or any of the Company Assets by any Governmental Body;

(g) no Claim has been made in writing within the last three years by any Governmental Body in a jurisdiction in which the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction;

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(h) all Taxes required to be withheld or collected by the Company in connection with amounts paid or owing to, or any transaction with, any employee, independent contractor, creditor, member, stockholder or other Person have been withheld and collected and, to the extent required by applicable Laws, timely paid to the appropriate Governmental Body;

(i) the Company has not been a member of an affiliated, combined, consolidated or unitary Tax group for United States Tax purposes, and the Company has no liability for Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-United States Laws), as a transferee or successor, by Contract or otherwise, including as a result of any Tax allocation, Tax sharing or similar Contract (excluding, for clarity, liability for Taxes of other Persons under any lease or other Ordinary Course commercial contract the primary purpose of which is not the allocation of responsibility for Taxes); and

(j) the Company will not be required to include any item of income in, or exclude any item or deduction from, taxable income for a taxable period or portion thereof ending after the Closing Date as a result of: (i) any prior change in a method of accounting of the Company under Section 481 of the Code (or any comparable provision of state, local or foreign Tax laws), or use of an improper method of accounting by the Company, for a taxable period ending on or prior to the Closing Date; (ii) an installment sale or open transaction by the Company occurring on or prior to the Closing Date; (iii) a prepaid amount received by the Company on or before the Closing Date; (iv) any closing agreement under Section 7121 of the Code, or similar provision of state, local or foreign law with respect to a taxable period ending on or prior to the Closing Date; (v) intercompany transactions under Treasury Regulation Section 1.1502-13 involving the Company and occurring prior to the Closing Date; (vi) the application by the Company of the completed contract method of accounting or the long-term contract method of accounting, or any comparable provision of state or local, domestic or foreign, Tax law to a taxable period ending on or prior to the Closing Date; or (vii) any election by the Company under Section 108(i) of the Code with respect to a taxable period ending on or prior to the Closing Date.

3.32 Books and Records

The Books and Records of the Company, all of which have been made available to Purchaser, are complete and correct and have been maintained in accordance with sound business practices in all material respects. At the Closing, all the Books and Records will be in the possession of the Company.

3.33 Insurance

The Company has in place reasonable prudent insurance policies appropriate for its size, nature and stage of development. All insurance policies applicable to the Company are disclosed in Section 3.33 of the Disclosure Letter and are in full force and effect.

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3.34 Anti-Corruption and Anti-Money Laundering

(a) Neither the Seller, nor any of its Affiliates, directors, officers or employees, nor, to the knowledge of the Seller, any agents or other Persons acting on behalf of any of the foregoing, has, in connection with the business of the Seller or the Company:

(i) violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act of 1998, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act of 2000, as amended, or any similar anti-corruption or anti-bribery Laws, if and to the extent applicable (collectively, "Anti-Corruption Laws");

(ii) made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any: (A) executive, official, employee or Person acting in an official capacity for or on behalf of a Governmental Body or a public international organization (e.g., the International Monetary Fund or the World Bank), (B) political party or official thereof, or candidate for political office (each of the foregoing a "Government Official"), or (C) other Person, while knowing or believing that all or some portion of the money or value shall be offered, given or promised to a Government Official or other Person for the purposes of obtaining or retaining business or securing any improper advantage, or in other circumstances when such offer, payment or promise would be unlawful, in each case, in violation of applicable Anti-Corruption Laws; or

(iii) to the knowledge of the Seller, been subject to any investigation by any Governmental Body with regard to any actual or alleged breach of any relevant Anti-Corruption Law.

(b) The Seller is in compliance with all Laws related to the prevention of money laundering and terrorist financing in the jurisdictions in which the Seller operates.

3.35 Compliance with Laws

From August 25, 2015 and, to the knowledge of the Seller, prior to August 25, 2015, the operations of the Company have been and are now conducted in compliance with all Laws which have been and are now applicable to the Company and its business other than such acts of non-compliance which would not, separately or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, and neither the Company nor the Seller has received any notice of any alleged material violation of any such applicable Law.

3.36 No Related-Party Transactions

There are no Contracts between the Company and (i) the Seller or any of its Affiliates, (ii) any director or officer of the Seller or its Affiliates, or (iii) any shareholder of the Seller or any of the Affiliates of such shareholder.

3.37 Insolvency

The Seller is not insolvent, nor has the Seller committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a

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receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.

3.38 Brokers

National Bank Financial Inc. has been retained by, or is authorized to act on behalf of, the Seller or the Company and is therefore entitled to a fee or commission from the Company in connection with the transactions contemplated by this Agreement.

3.39 Competition Act

Neither the aggregate value of the Company Assets nor the gross revenues from sales in or from Canada generated from those assets, as determined in accordance with Part IX of the Competition Act (Canada) meet or exceed the applicable threshold for any pre-closing notification or review as the case may be and neither the Seller nor the Company has (i) a place of operations in Canada, (ii) individuals in Canada employed or self-employed in connection with its operations or (iii) assets in Canada used in carrying on their operations.

3.40 Full Disclosure

In each case to the knowledge of the Seller, (a) the Company Diligence Information and the Disclosure Letter, taken together, disclose all material facts related to the Company Interests and the Company, its business, financial conditions, assets, liabilities and operations, and (b) no representation or warranty of the Seller in this Agreement, no statement of the Seller contained in the Disclosure Letter or in any certificate furnished to the Purchaser pursuant to any provision of this Agreement, taken together and with the Company Diligence Information, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements herein or therein true in any material respect.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller as follows as at the Effective Date and the Closing, and acknowledges that the Seller is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

4.1 Organization and Qualification

The Purchaser is a corporation validly existing under the laws of the British Virgin Islands. The Purchaser has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted. The Purchaser is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which its assets are located or it conducts business.

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4.2 No Conflicts

The execution, delivery and performance by the Purchaser of this Agreement, and the consummation of the transactions contemplated by this Agreement, do not and shall not:

(a) constitute or result in a breach or a violation of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of the Constating Documents of the Purchaser;

(b) constitute or result in a breach or violation of, or allow any Person to exercise any rights under, any material Contract to which the Purchaser is a party; and

save as would not reasonably be expected to have a Material Adverse Effect with respect to the Purchaser, in each case, other than such as would not reasonably be expected to prevent, materially delay or materially impede the ability of the Purchaser to perform its obligations under this Agreement, or to consummate the transactions contemplated by this Agreement.

4.3 Required Consents

Other than as may be required by the Exchange, the execution, delivery, and performance by the Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not require the consent, approval or waiver of, or notice to, (a) the shareholders of the Purchaser, or (b) any Person under any Contract to which the Purchaser is party or by which the Purchaser is bound or to which its business or assets are subject.

4.4 Required Authorizations

Other than the TSXV Approval, no material filing with, notice to or material Authorization of any Governmental Body is required on the part of the Purchaser as a condition to the lawful completion of the transactions contemplated by this Agreement, other than as would not reasonably be expected to prevent, materially delay or materially impede the ability of the Purchaser to perform its obligations or to consummate the transactions contemplated under this Agreement.

4.5 Execution and Binding Obligation

(a) The Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and to complete the transactions contemplated by this Agreement.

(b) The execution, delivery and performance by the Purchaser of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been authorized by all necessary action on the part of the Purchaser.

(c) This Agreement has been duly executed and delivered by the Purchaser, and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the

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Purchaser in accordance with its terms, subject only to any limitation under Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

4.6 Litigation

There are no Claims in progress, pending or, to the knowledge of the Purchaser, threatened against or relating to the Purchaser, which, if determined adversely to the Purchaser, would:

(a) prevent the Purchaser from paying the Purchase Price as contemplated by this Agreement;

(b) enjoin or restrict or prohibit the transfer of the Company Interests as contemplated by this Agreement; or

(c) prevent the Purchaser from fulfilling any of its obligations set out in this Agreement or arising from this Agreement.

4.7 Insolvency

The Purchaser is not insolvent, nor has the Purchaser committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.

4.8 Anti-Corruption and Anti-Money Laundering

The Purchase Price shall not represent proceeds of crime for the purposes of any Anti-Corruption Laws or anti-money laundering Laws, and the Purchaser acknowledges that the Seller may in the future be required by Law to disclose the name of the Purchaser and other information related to this Agreement and the purchase of the Property, on a confidential basis, pursuant to Anti-Corruption Laws and anti-money laundering Laws.

4.9 Purchaser Financing

(a) The Purchaser has made available to the Seller true and complete copies of the commitment letter(s) relating to the Financing Arrangements (the "Financing Documents").

(b) Each of the Financing Documents is (i) in full force and effect and constitutes a legal, valid and binding agreement of each of the Purchaser and the other party thereto, enforceable against them in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, and (ii) has not been amended, restated, supplemented, modified, withdrawn or terminated in any respect.

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4.10 Brokers

There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Purchaser who might be entitled to any fee or commission from the Purchaser in connection with the transactions contemplated by this Agreement.

ARTICLE 5

CLOSING AND CLOSING DELIVERIES

5.1 Closing

(a) Subject to compliance with the terms and conditions hereof, the Closing, including the transfer of the Company Interests, shall be deemed to take effect as at the Time of Closing. The Closing shall take place electronically. Unless otherwise agreed, all actions to be taken and all documents to be executed and delivered by the Parties at the Closing will be deemed to have been taken, executed and delivered simultaneously, and no proceedings will be deemed taken, nor any documents deemed executed or delivered, until all such proceedings have been taken, and all such documents executed and delivered.

(b) At the Closing, the Purchaser will pay the Purchase Price in accordance with Section 2.2(a), and the Seller will assign the Company Interests to the Purchaser.

5.2 Closing Deliveries of the Seller

At or before the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

(a) a certificate of an officer of the Seller, dated the Closing Date, representing and certifying that the conditions set forth in Sections 5.5(a) and 5.5(b) have been fulfilled;

(b) assignments or other instruments of transfer duly endorsed in blank, or accompanied by share powers or other instruments of transfer duly executed in blank, and otherwise in form and substance satisfactory to the Purchaser, acting reasonably, for transfer of the Company Interests to the Purchaser;

(c) a written resignation and release from each of the officers and managers of the Company, with such resignations to be effective as of the Time of Closing;

(d) the IRS Form W-9 required by Section 6.10(f) for the Seller;

(e) certified copies of the resolutions of the manager of the Seller approving the execution, delivery and performance of this Agreement;

(f) a certificate of status, compliance, good standing or like certificate with respect to the Seller issued by the appropriate Governmental Body in its jurisdiction of existence, dated not more than four Business Days prior to the Closing Date;

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(g) evidence that any security interests granted by the Company under the MPR Agreement and the Note will be released and discharged concurrent with Closing;

(h) jointly signed instruction letter to the U.S. Bureau of Land Management requesting that the name and address of the responsible operator be changed to the Purchaser or its designee; and

(i) such other certificates, instruments of conveyance and documents required by this Agreement or as may reasonably be requested by the Purchaser and agreed to by the Seller to carry out the intent and purposes of this Agreement.

5.3 Closing Deliveries of the Purchaser

At or before the Closing, the Purchaser shall deliver or cause to be delivered to the Seller:

(a) a certificate of an officer of the Purchaser, dated the Closing Date, representing and certifying that the conditions set forth in Sections 5.6(a) and 5.6(b) have been fulfilled;

(b) the Purchase Price, as provided in Section 2.2(b);

(c) certified copies of the resolutions of the board of directors of the Purchaser approving the execution, delivery and performance of this Agreement;

(d) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by the appropriate Governmental Body in its jurisdiction of existence, dated not more than four Business Days prior to the Closing Date;

(e) evidence of receipt of the TSXV Approval; and

(f) such other certificates, instruments of conveyance and documents required by this Agreement or as may reasonably be requested by the Seller and agreed to by the Purchaser to carry out the intent and purposes of this Agreement.

5.4 Mutual Conditions of Closing

The obligations of the Seller and the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Closing of each of the following conditions, which are for the benefit of the Seller and the Purchaser, and may be waived in writing by the mutual consent of the Seller and the Purchaser:

(a) the TSXV Approval shall have been obtained and such approval shall remain in full force and effect;

(b) the Financing Arrangements shall have been completed or satisfied, as applicable, on or prior to the Closing Date; and

(c) no preliminary or permanent injunction or other Order or Law applicable to the Seller or the Purchaser shall have been enacted, issued, promulgated, enforced

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or entered by any Governmental Body, which enjoins, prohibits, or otherwise makes illegal the transactions contemplated by this Agreement

5.5 Conditions of Closing in Favour of the Purchaser

The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Closing of each of the following conditions, which are for the exclusive benefit of, and may be waived in writing by, the Purchaser:

(a) all representations and warranties of the Seller contained in this Agreement shall be deemed to have been made again at and as of the Closing Date, and shall then be true and correct in all material respects or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date); and

(b) the Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing, and all deliveries contemplated by Section 5.2 shall have been tabled,

5.6 Conditions of Closing in Favour of the Seller

The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Closing of each of the following conditions, which are for the exclusive benefit of, and may be waived in writing by, the Seller:

(a) all representations and warranties of the Purchaser contained in this Agreement shall be deemed to have been made again at and as of the Closing Date, and shall then be true and correct in all material respects or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date); and

(b) the Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing, and all deliveries contemplated by Section 5.3 shall have been tabled.

5.7 Actions to Satisfy Closing Conditions

(a) The Seller shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 5 which are for the benefit of the Purchaser, to the extent the same are within the control of the Seller, and take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated hereby, including using

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commercially reasonable efforts to obtain or cooperate with the Purchaser to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(b) The Purchaser shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 5 which are for the benefit of the Seller, to the extent the same are within the control of the Purchaser, and take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated hereby, including using commercially reasonable efforts to obtain or cooperate with the Seller to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(c) Except as otherwise contemplated by this Agreement, each Party shall, at the expense of the requesting Party, use commercially reasonable efforts to cooperate as necessary or in such manner as the other Party may reasonably request in the making of all necessary filings and applications required in order to obtain any consents and make any necessary filings and applications under all applicable Laws required in connection with the transactions contemplated herein.

5.8 TSXV Approval

(a) The Purchaser shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary proper or advisable to promptly obtain the TSXV Approval. As promptly as reasonably practicable and in any event within two Business Days after the date hereof, the Purchaser shall make all necessary or advisable filings, notifications and other submissions required to be made to the Exchange in order to obtain the TSXV Approval, and shall promptly respond to any requests made by the Exchange for further information, revised filings or other submissions.

(b) The Purchaser shall provide the Seller with a reasonable advance opportunity to review and comment on all filings, notifications and other submissions to be made by the Purchaser to the Exchange in connection with the TSXV Approval, and shall consider in good faith all comments provided by the Seller. The Purchaser shall provide the Seller copies of all written communications from the Exchange to the Purchaser and shall keep the Seller apprised of all discussions and communications between the Purchaser and the Exchange regarding the TSXV Transaction Approval.

(c) The Purchaser shall promptly and from time to time notify the Seller following receipt of all and any portion of the TSXV Approval.

5.9 Financing Arrangements

(a) The Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things, necessary, proper or advisable to consummate the Financing Arrangements at or prior to Closing substantially on the terms set out in the Financing Documents.

(b) In the event that any portion of the Financing Arrangements becomes unavailable for any reason, the Purchaser shall, as promptly as practicable following the occurrence of such event, (i) use its commercially reasonable efforts to seek to obtain

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alternative transaction financing (in an amount sufficient to allow the Purchaser to pay the Purchase Price) from the same or other sources, and (ii) notify the Seller of such unavailability and the reasons therefor. Notwithstanding anything to the contrary in this Agreement, in the event that any alternative financing arrangements are obtained pursuant to this Section 5.9(b), any references in this Agreement to Financing Arrangements shall be deemed to mean such alternative transaction financing.

(c) The Purchaser shall (i) give the Seller prompt notice of any breach or threatened breach of any provision of any Financing Document or any circumstance relating to a condition of drawdown that would reasonably be expected to delay Closing beyond the Outside Date or otherwise prevent the funding of the Financing Arrangements or any termination or threatened termination thereof, and (ii) otherwise keep the Seller reasonably informed regarding the status of the arrangement and obtaining of the Financing Arrangements (including, to the extent applicable, with respect to any alternative transaction financing obtained pursuant to Section 4.6(b)).

(d) Prior to Closing, subject to the terms and conditions of this Agreement and without limiting Section 5.9(a), the Seller shall, at the expense of the Purchaser, use commercially reasonable efforts to provide the Purchaser such timely cooperation as is reasonably requested by the Purchaser in connection with the arrangement and consummation of the Financing Arrangements, including the timely provision of any relevant financial information, documentation and any other information (to the extent such documentation or information is available and in the possession and control of the Seller) as is reasonably requested by the Purchaser for the Purchaser to conclude the Financing Documents and to complete the Financing Arrangements on or prior to the Outside Date (and, to the extent applicable, to close any alternative transaction financing).

(e) The Purchaser shall refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a Financing Failure or failure to complete the Financing Arrangements on or prior to the Outside Date (and, to the extent applicable, to close any alternative transaction financing).

ARTICLE 6
COVENANTS

6.1 Interim Conduct Prior to Closing

Except as (a) may be approved by the Purchaser in writing (which approval shall not be unreasonably conditioned, withheld or delayed), or (b) otherwise expressly permitted, required or contemplated by this Agreement, during the Interim Period, the Seller shall cause the Company to: (i) conduct the business and operations of the Company and maintain the Company Assets in the Ordinary Course; (ii) exercise commercially reasonable efforts to (A) pay or perform any obligations of the Company when due, (B) preserve intact the Company's present business organization, (C) preserve beneficial business relationships between the Company and all third parties having business dealings with the Company, and (D) bill and attempt to collect accounts receivable and pay accounts payable of the Company in the Ordinary Course; (iii) maintain the Company Assets in their respective condition as of the date of this Agreement, (iv) maintain Books and Records in accordance with past practice; (v) ordinary wear and tear excepted; (iv) maintain all existing insurance policies in full force and effect; (vi) make, submit, administer and handle any claims that the Company is entitled to make or submit in the Ordinary Course under any insurance policy; (vii) remit and surrender to the

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Company any insurance proceeds received by the Seller under any insurance policy prior to the Closing in respect of claims made by or on behalf of the Company; (viii) timely and properly perform all obligations of the Company under the Material Contracts; (ix) comply in all material respects with all applicable Laws; and (x) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.12 to occur.

6.2 Access

During the Interim Period, the Seller shall (a) afford the Purchaser and its Representatives site visits to the premises and properties forming the Properties; and (b) afford the Purchaser and its Representatives reasonable access to and the right to inspect the Books and Records, Contracts and other documents and data related to the Company and the Company Assets. The Purchaser shall jointly and severally indemnify and save harmless the Seller and its Representatives from and against all Damages suffered or incurred by any of them as a result of or arising directly or indirectly out of or in connection with such site visits and rights of access. The indemnification obligations in this Section 6.2 shall survive and shall not merge on Closing.

6.3 Prohibited Actions Prior to the Closing

(a) amend the Constating Documents of the Company;

(b) authorize for issuance, issue, sell, grant, pledge, deliver, transfer or assign, or agree or commit to issue, sell, grant, pledge, deliver, transfer or assign, any membership interest or other form of ownership interest of the Company or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any of the foregoing, or permit any Encumbrance to be imposed on any of the Company Interests;

(c) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any equity securities of the Company;

(d) acquire by merger or consolidation with, or purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person;

(e) acquire or lease (as lessor or lessee), or enter into any Contract for the acquisition or lease of, any properties (including real property) or assets other than in the Ordinary Course;

(f) sell, transfer, lease, license, assign, pledge, encumber or otherwise dispose of any Company Assets other than in the Ordinary Course;

(g) incur any capital expenditure, individually or in the aggregate, which exceed $50,000;

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(h) enter into or renew any Contracts containing, or otherwise subjecting the Company to, any material obligations or restrictions on the operation of the business of the Company following the Closing;

(i) terminate, amend or modify any Material Contract, or enter into any new Contract that would be a Material Contract under the definition of Material Contract if entered into prior to the Effective Date;

(j) make any material change in any method of accounting or accounting practice or principle of the Company, other than those required by IFRS or applicable Law;

(k) make or change any material Tax election relating to the income tax classification of the Company, file any material Tax Return other than on a basis materially consistent with past practice, file any amended Tax Return, adopt or change any material accounting method for Tax purposes (unless required by Law), settle any material Tax claim or assessment relating to the Company or surrender any material right to claim a refund for Taxes;

(l) make any loans, advances or capital contributions to, or investments in, any other Person;

(m) create, incur or assume any obligations with respect to any Indebtedness of the Company, or assume, guarantee, endorse or otherwise become liable for any Indebtedness, or guarantee any Indebtedness, of another Person; or

(n) mortgage, pledge or otherwise Encumber or cause to be Encumbered any Company Assets, other than with respect to Permitted Encumbrances.

6.4 Notice of Certain Events

(a) During the Interim Period, the Seller will promptly notify the Purchaser, in writing, of:

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or would reasonably be expected to result in, any representation or warranty made by the Seller in this Agreement not being true and correct in any material respect, or (C) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 5.4 to be satisfied;

(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(iii) any written notice from any Governmental Body in connection with the transactions contemplated by this Agreement; and

(iv) any Claims commenced or, to the knowledge of the Seller, threatened against, relating to, involving or otherwise affecting the Seller, the

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Company or the business and operations of the Company that, if pending on the Closing Date, would have been required to have been disclosed pursuant to this Agreement or that relate to the consummation of the transactions contemplated by this Agreement.

The Purchaser's receipt of information pursuant to this Section 6.4(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller in this Agreement and shall not be deemed to amend or supplement the Disclosure Letter.

(b) During the Interim Period, the Purchaser will promptly notify the Seller, in writing, of:

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has resulted in, or would reasonably be expected to result in, any representation or warranty made by the Purchaser in this Agreement not being true and correct in any material respect, or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Sections 5.6 to be satisfied;

(ii) any written notice from any Governmental Body in connection with the transactions contemplated by this Agreement; and

(iii) any Claims commenced or, to the knowledge of the Purchaser, threatened against, relating to, involving or otherwise affecting the Purchaser that, if pending on the Closing Date, would have been required to have been disclosed pursuant to this Section 6.4(b) or that relate to the consummation of the transactions contemplated by this Agreement.

The Seller's receipt of information pursuant to this Section 6.4(b) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Purchaser in this Agreement.

6.5 Public Announcements and Confidentiality

(a) Subject to Sections 6.5(b), 6.5(c) and 6.5(d) below, each Party shall keep confidential and not use, reveal, provide or transfer to any other Person any Confidential Information received from any other Party or their respective Representatives without the prior written consent of such other Party, except: (i) to the extent that disclosure is required by Law; (ii) information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement or any other confidentiality agreement to which such Party is a party or of which it has knowledge), as evidenced by generally available documents or publications; and (iii) information that was in such Party's possession before the Effective Date (as evidenced by appropriate written materials) and was not acquired directly or indirectly from any other Party or their respective Representatives. Each Party shall continue to be bound by this Section 6.5(a) until the earlier of the date that is two years after the termination of this Agreement.

(b) No press release, public statement or announcement, or other public disclosure with respect to this Agreement or the transactions contemplated by this Agreement may be made except with the prior written consent and joint approval of the Purchaser and the Seller, or

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if required by Law or a Governmental Body. Where the public disclosure is required by Law or a Governmental Body, the Party required to make the public disclosure shall use commercially reasonable efforts to obtain the prior written consent of the other Party as to the form, nature and extent of the disclosure.

(c) The Purchaser shall be permitted to make any disclosure or filing required by the rules and policies of the TSXV in order to obtain the TSXV Approval. The Purchaser shall use its commercially reasonable efforts to give the Seller prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing, and the Purchaser shall give reasonable consideration to any comments made by the Purchaser or its outside legal counsel, and if such prior notice is not possible, shall give such notice promptly following the making of such disclosure or filing.

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

6.6 Exclusivity

Neither the Seller nor any of the Seller's Representatives shall, at any time from the date hereof until the termination of this Agreement, solicit, encourage, discuss, negotiate or entertain any proposals from or provide financial, operating or any other non-public information to, any party other than the Purchaser and its Representatives with respect to the sale to or purchase by any party other than the Purchaser (or an Affiliate of the Purchaser) of the Company Interests, any of the assets of the Company or the business of the Company, in whole or in part, whether directly or indirectly, through a sale of assets or shares, a merger, amalgamation, consolidation or other similar transaction. The Seller and the Seller's Representatives shall immediately cease and terminate any existing discussions, conversations, negotiations and other communications with any Persons currently conducted with respect to any of the foregoing, and notify the Purchaser regarding any contact between the Seller or any of the Seller's Representatives and any Person regarding any such offer, proposal or inquiry.

6.7 Preparation of Audited Financial Statements

At the request of the Purchaser, the Seller acknowledges and agrees that, as soon as reasonably practicable after the Effective Date, and in any event by October 31, 2025, the Seller will cause to be prepared and delivered, at a cost to be agreed to by the Purchaser and paid by the Purchaser, by the auditors of the Company, the audited financial statements of the Company for the year ended December 31, 2024 (the "Audit"). The Purchaser acknowledges and agrees that if the Audit is not completed prior to the Closing then, following the Closing, Representatives of the Purchaser shall be required to provide all approvals and consents and execute all documents in connection with the completion of the Audit and the Seller shall have no obligations with respect to providing any such approvals and consents or executing any such documents in connection with the completion of the Audit.

6.8 Preparation of Mineral Resource Table and NI 43-101 Technical Report

(a) The Parties acknowledge and agree that, in order to support the Purchaser's public announcement of the transactions contemplated herein, the Seller has at its expense compiled and delivered to the Purchaser a current mineral resource summary table for the Properties (the "Mineral Resource Table"). The Mineral Resource Table has been based solely

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on information and data in the Seller's possession or control as of its effective date. The Purchaser shall designate a Qualified Person (as defined in NI 43-101) to review and approve the scientific and technical disclosure in the Purchaser's announcement(s), and the Purchaser shall be solely responsible for the form and content of any public disclosure that includes or refers to the Mineral Resource Table and for compliance with all applicable securities laws and stock exchange requirements in connection therewith. The Purchaser acknowledges and agrees that (a) none of the Seller or any of the Seller's Affiliates or Representatives shall have responsibility for, or makes any representation or warranty regarding, the Mineral Resource Table or any disclosure that includes or refers to it, and (b) none of the Seller or any of the Seller's Affiliates or Representatives shall have any liability or obligation arising from or relating to the Mineral Resource Table or any disclosure that includes or refers to it.

(b) The Seller acknowledges and agrees that, following the Effective Date, the Purchaser will cause to be prepared and delivered by an independent third party technical consultant a current independent technical report for the Properties prepared in accordance with the requirements of NI 43-101, which technical report shall be addressed and delivered to the Purchaser (the "Technical Report"). The Seller agrees to, and to cause its Representatives to, use reasonable commercial efforts to cooperate with the Purchaser in the preparation of the Technical Report. The Purchaser acknowledges and agrees that none of the Seller or any of the Seller's Affiliates or Representatives (a) is or will be the owner of or have any responsibility for the content of the Technical Report or any disclosure therein, (b) makes any representation or warranty with respect to the Technical Report or any data, information, statement, representation or conclusion contained therein, or (c) shall have any liability or obligation related to the Technical Report or any disclosure therein. The Parties agree that the Purchaser will bear the costs and expenses of the Technical Report.

6.9 Reclamation Bonds

(a) Following the Closing, each Party shall use its commercially reasonable efforts to cooperate with and assist the other Party in effecting the transfer or substitution of such guarantees, letters of credit, bonds, security deposits or other surety obligations and evidence of financial capacity, in each case acceptable to the relevant Governmental Body, as may be necessary to transfer or substitute, as applicable, the Reclamation Bonds (the "Replacement Bonds"), and the procurement of the Replacement Bonds by the Purchaser.

(b) Within 90 days after the Closing, the Purchaser shall deliver to the applicable Governmental Body duly executed Replacement Bonds, and the Purchaser shall use its commercially reasonable efforts to cause such agencies to fully and unconditionally release the Seller and the Seller's Affiliates from all obligations relating to the Reclamation Bonds and any liabilities related thereto.

6.10 Tax Matters

(a) Tax Characterization. The Purchaser and the Seller acknowledge and agree that, for United States federal, and applicable state and local, income Tax purposes, the Purchaser's purchase of the Company Interests shall be treated as a purchase of the Company Assets.

(b) Tax Allocation. The Seller shall provide the Purchaser with the Seller's proposed allocation of the Purchase Price (plus any assumed liabilities and other relevant items treated as having been paid for the Company Assets) among the Company Assets based on the relative fair market values of such Company Assets (the "Allocation") within 120 days following the

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Closing Date, and the Purchaser shall respond within 90 days of receipt, providing either (i) its acceptance of such proposed Allocation or (ii) any objections, in which case the Purchaser shall also provide its determination of the Allocation of the Purchase Price and other applicable items. The Purchaser and the Seller agree to act in good faith to resolve any differences between them as to such Allocation. In the event that agreement cannot be reached, the Purchaser and the Seller will jointly choose an independent certified public accounting firm, whose decision as to the Allocation shall be final. The costs of such firm shall be shared equally between the Seller and the Purchaser. The Allocation shall be revised from time to time, in a manner consistent with the residual method under Section 1060 of the Code, to take into account any increase or decrease to the Purchase Price on account of any adjustment. The Seller and the Purchaser agree that such Allocation shall be used by each of them in the preparation and filing of all Tax Returns, and each Party agrees that it shall take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any Tax Return or in any proceeding before any Governmental Body. The Purchaser and the Seller shall cooperate in preparing, signing and filing all income and other Tax Returns relating to the purchase and sale of the Company Interests.

(i) The Seller shall prepare or cause to be prepared, and file or cause to be filed, Tax Returns of the Company for all periods ending on or prior to the Closing Date that are due after the Closing Date in a manner consistent with past practice and methods unless otherwise required by applicable Law. The Purchaser and Company shall timely provide such cooperation and assistance as is reasonably requested by the Seller in the preparation and filing of such Tax Returns. Except as required by applicable Law, the Purchaser and the Company shall not, without prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed (i) refile, amend or otherwise modify any Tax Return with respect to any periods ending on or prior to or including the Closing Date, (ii) raise any issue with, or request an audit by, any Tax Authority that relates to any taxable period (or portion thereof) ending on or before the Closing Date, or (iii) file any election to retroactively reclassify the Company as a corporation for income Tax purposes with respect to any taxable periods (or portion thereof) ending on or prior to the Closing Date.

(ii) In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Purchaser shall prepare or cause to be prepared, and file or cause to be filed, any Tax Returns of the Company for such Tax periods ("Straddle Tax Returns") in a manner consistent with past practice and methods unless otherwise required by applicable Law. The Purchaser shall provide a copy of each such Tax Return to the Seller for review and comment no later than 30 days prior to the deadline for filing each such Tax Return, taking into account all applicable extensions, and shall in good faith take into account such changes to each such Tax Return as may be reasonably requested by the Seller. For any Straddle Period, the amount of Tax relating to the portion of the Straddle Period ending on the Closing Date shall be calculated as though the taxable year of the Company ended at the end of the day on the Closing Date; provided, however, that in the case of any

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personal property Tax, real property Tax or similar property Tax based on the assessed value of property the amount of Tax relating to the portion of the Straddle Period ending on the Closing Date shall be equal to the amount of such Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company unless otherwise required by applicable Law.

(d) Tax Notices.

(i) If, after the Closing Date, either the Purchaser or the Company receives any notice, letter, correspondence, claim or decree from any Tax Authority relating to any Taxes or Tax Returns for which the Seller may be responsible (including pursuant to this Agreement) (a "Tax Notice"), the Purchaser shall, and shall cause the Company to, deliver, within 10 days of receipt by the Purchaser, such Tax Notice to the Seller. The failure of the Purchaser to provide notice as described above shall not affect the obligations of Purchaser under this Agreement, except to the extent the Seller is prejudiced by the Purchaser's failure to provide the requisite notice.

(ii) For any Tax Notice relating solely to periods ending on or before the Closing Date, the Seller, at its own expense, shall have the right to handle, defend, conduct and control any Tax audit or other proceeding involving the Company that relates to such Tax Notice, but the Purchaser shall have the right to participate in such Tax audit or proceeding at its own expense. The Seller shall also have the right to compromise or settle any such Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence, subject to the Purchaser's consent, which consent shall not be unreasonably withheld or delayed. With respect to any United States federal income Tax audit of the Company for Tax years ending on or before the Closing Date during which the Company was treated as a partnership for U.S. federal tax purposes, the Seller and the Purchaser shall cause the Company to make the "push-out" election described in Section 6226 of the Code.

(e) Transfer Taxes. The Purchaser and the Seller shall each pay in a timely manner 50% of all local, foreign or other excise, sales, use, value added, transfer (including real property transfer or gains), stamp, documentary, filing, recordation and other similar taxes and fees incurred in connection with or, as a result of the execution of, this Agreement, or the consummation of the transactions contemplated hereby, together with any inflation adjustment, interest, additions or penalties with respect thereto and any inflation adjustment or interest with respect to such additions or penalties ("Transfer Taxes"). The Purchaser shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns or other documentation with respect to such Transfer Taxes and the Seller shall pay the Purchaser the Seller's 50% share of such Transfer Taxes on the later of (i) their due date or (ii) five Business Days after the Purchaser has provided the Seller with written notice of the requirement to pay

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such Transfer Taxes, and the Purchaser and the Seller shall cooperate in preparation and filing such documents upon the Purchaser's or the Seller's reasonable request.

(f) FIRPTA. The Seller shall have executed and delivered to the Purchaser an IRS Form W-9 certifying that the Seller is not a foreign Person; provided, however, that, notwithstanding any other provision of this Agreement, if the Purchaser does not receive a properly executed Form W-9 from the Seller pursuant to this Section 6.10(f), the sole remedy shall be that the Purchaser shall be permitted to withhold from any payments to be made pursuant to this Agreement to the Seller any required withholding Tax under Sections 1445 and 1446(f) of the Code, and any such amounts withheld shall be treated for all purposes of this Agreement as having been paid to the Seller.

6.11 Specific Performance

The Parties agree that irreparable harm may occur, for which Damages may not be an adequate remedy at Law, in the event that any of the covenants or agreements of the Parties in this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of any covenant or agreement of this Agreement by a Party, the other Party shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief, specific performance or other equitable relief. Each Party agrees not to object or raise any objection to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law, or to prevent or restrain breaches or threatened breaches of this Agreement by the other Party, and to specifically enforce the terms of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, this Agreement. Such remedies shall not be the exclusive remedies for any breach or threatened breach of any covenant or agreement of this Agreement, but shall be in addition to all other remedies that may be available at Law or equity to each of the Parties and, in the event that injunctive relief, specific performance or other applicable equitable remedy is not available from a court of competent jurisdiction, Damages may be sought by either Party in accordance with the terms of this Agreement.

ARTICLE 7 TERMINATION

7.1 Termination Rights

This Agreement may be terminated by notice in writing given at or prior to the Time of Closing:

(a) by mutual written consent of the Parties;

(b) by the Purchaser, by written notice to the Seller, if:

(i) any of the conditions in Section 5.4 or Section 5.5 have not been satisfied or waived by the Outside Date, except that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available if the failure of such condition to be satisfied was caused by or resulted from the Purchaser's failure to perform, comply with or fulfill any of its obligations or covenants in this Agreement to be performed, complied with or fulfilled

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prior to Closing, or breach of any of its representations and warranties in this Agreement, or

(ii) there has occurred a Material Adverse Effect in respect of the Company on or after the date of this Agreement that has not been cured on or prior to the Outside Date;

(i) any of the conditions in Section 5.4 or Section 5.6 have not been satisfied or waived by the Outside Date, except that the right to terminate this Agreement under this Section 7.1(c)(i) shall not be available if the failure of such condition to be satisfied was caused by or resulted from the Seller's failure to perform, comply with or fulfill any of its obligations or covenants in this Agreement to be performed, complied with or fulfilled prior to Closing, or breach of any of its representations and warranties in this Agreement, or

(ii) there has occurred a Financing Failure on or after the date of this Agreement that has not been cured on or prior to the Outside Date; or

(d) by the Purchaser or the Seller in the event that (i) there shall be any Law that makes the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Body shall have issued an Order restraining or enjoining the transactions contemplated by this Agreement, and such Order shall have become final and non-appealable.

7.2 Termination Procedure

(a) If this Agreement is terminated pursuant to Section 7.1:

(i) all information, documents or other materials received by the Seller from the Purchaser or by the Purchaser from the Seller shall be treated as Confidential Information;

(ii) any filings, applications and other submissions made pursuant to this Agreement shall, to the extent practicable, be withdrawn from the Governmental Body or other Person to which made; and

(iii) the obligations provided for in this Section 7.2(a) shall survive any such termination.

(b) If this Agreement is terminated pursuant to Section 7.1(a), this Agreement shall after such termination have no further force and effect and there shall be no liability or obligation hereunder on the part of either Party except that:

(i) this Article 7, Section 6.5(a), Section 6.11 and Article 9 shall survive such termination and remain in full force and effect, along with any other provisions of this Agreement which expressly or by their nature survive the termination hereof; and

(ii) nothing in this Article 7 will relieve any Party from liability for willful breaches of this Agreement.

ARTICLE 8

SURVIVAL AND INDEMNIFICATION

8.1 Survival of Representations, Warranties and Covenants of the Seller

The representations and warranties of the Seller contained in this Agreement shall survive the Closing until the date that is 24 months following the Closing Date and, notwithstanding the Closing, shall continue in full force and effect for the benefit of the Purchaser during such period, except that:

(a) the Seller's Fundamental Representations shall survive and continue in full force and effect until the expiration of applicable limitation periods imposed by applicable Law;

(b) the representations and warranties set out in Section 3.31 (Taxes) will survive and continue in full force and effect until six months after the expiration of the later of (i) the period during which any Tax assessment (including any assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Law) may be issued by a Governmental Body in respect of any taxation year to which such representations and warranties extend, with such period to be determined without regard to any consent, waiver, Contract or other document, made or filed after the Closing Date that extends the period during which a Governmental Body may issue a Tax assessment; or (ii) the statute of limitation for such claim;

(c) the representations and warranties set out in Section 3.17 (Environmental) will survive and continue in full force and effect until the fifth anniversary of the date hereof; and

(d) a Claim for any breach of any of the representations and warranties of the Seller contained in this Agreement involving fraud, willful misconduct or intentional misrepresentation may be made at any time following the Closing Date.

Each covenant, obligation or agreement of the Seller which, by its terms, contemplates performance, in whole or in part, after the Closing, including Sections 6.7 to 6.10, shall survive the Closing until the full performance of such covenant, obligation or agreement.

8.2 Survival of Representations, Warranties and Covenants of the Purchaser

The representations and warranties of the Purchaser contained in this Agreement shall survive the Closing until the date that is 24 months following the Closing Date and, notwithstanding the Closing, shall continue in full force and effect for the benefit of the Seller during such period, except that:

(a) the Purchaser Fundamental Representations shall survive and continue in full force and effect until the expiration of applicable limitation periods imposed by applicable Law; and

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(b) a Claim for any breach of any of the representations and warranties of the Purchaser contained in this Agreement involving fraud, willful misconduct or intentional misrepresentation may be made at any time following the Closing Date.

Each covenant, obligation or agreement of the Purchaser which, by its terms, contemplates performance, in whole or in part, after the Closing, including Sections 6.7 to 6.10, shall survive the Closing until the full performance of such covenant, obligation or agreement.

8.3 Indemnification by Seller

Subject to the limitations set out elsewhere in this Article 8, the Seller shall indemnify and save harmless the Purchaser from and against all Damages suffered or incurred by the Purchaser as a result of, or arising directly or indirectly out of, or in connection with:

(a) any inaccuracy or breach by the Seller of any representation or warranty of the Seller contained in this Agreement; and
(b) any breach or non-performance by the Seller of any covenant contained in this Agreement.

8.4 Indemnification by the Purchaser

Subject to the limitations set out elsewhere in this Article 8, the Purchaser shall indemnify and save harmless the Seller from and against all Damages suffered or incurred by the Seller as a result of or arising directly or indirectly out of or in connection with:

(a) any inaccuracy or breach by the Purchaser of any representation or warranty of the Purchaser contained in this Agreement; and
(b) any breach or non-performance by the Purchaser of any covenant contained in this Agreement.

8.5 Limitations on Indemnification

(a) Notice of any Claim under this Article 8 based on any inaccuracy or breach of a representation or warranty must be given prior to the expiration of the applicable survival period related to the representation and warranty as set forth in Section 8.1 or 8.2, as the case may be, and any Claim not made within such period shall be of no force or effect and shall not give rise to any obligation of the Indemnifying Party to indemnify or save harmless any Indemnified Party. Notwithstanding the foregoing, if, before the close of business on the last day of the applicable claims period set forth above, an Indemnifying Party shall have been notified in writing of a Claim for indemnity under this Agreement in accordance with the terms of this Agreement, and such Claim shall not have been finally resolved or disposed of at such date, such Claim shall continue to survive and shall remain a basis for indemnity under this Agreement until such Claim is finally resolved or disposed of in accordance with the terms of this Agreement.

(b) No Damages may be recovered from any Indemnifying Party for indemnification with respect to Claims under Section 8.3(a) or Section 8.4(a), as the case may be, unless and until the accumulated aggregate amount of Damages of the Indemnified Parties, arising pursuant to Section 8.3(a) or Section 8.4(a), as the case may be, exceeds $100,000 (the

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"Basket") in which event the accumulated aggregate amount of all such Damages may be recovered up to the Indemnification Cap. The aggregate amount that all Indemnified Parties under Section 8.3 or Section 8.4, as the case may be, shall be entitled to claim under the indemnities contained in Section 8.3(a) or Section 8.4(a), as the case may be, shall not, in the aggregate, exceed $6,000,000 (the "Indemnification Cap"); provided that, solely in cases of breaches of the Fundamental Seller Representations, the Fundamental Purchaser Representations or Claims involving fraud, gross negligence or wilful misconduct, the Basket shall not apply and the Indemnification Cap will be increased up to, but in no event in excess of, the Purchase Price.

(c) If an Indemnified Party receives insurance proceeds with respect to a Claim for which such Indemnified Party has been indemnified pursuant to this Article 8, the Indemnified Party shall pay to the Indemnifying Party an amount equal to the lesser of:

(i) the amount paid to the Indemnified Party by the Indemnifying Party pursuant to this Article 8 with respect to such Claim; and
(ii) the amount of the insurance proceeds received by the Indemnified Party with respect to such Claim (net of any costs of collection and retrospective premium adjustments, premium increases and similar charges actually paid by the Indemnified Party to the applicable insurer(s) to the extent that such costs and other charges relate to such Claim).

8.6 Notice of Claim

(a) A Party that may be entitled to make a claim for indemnification (an "Indemnification Claim") under this Agreement (the "Indemnified Party") shall give written notification to each other Party (each the "Indemnifying Party") of such Indemnification Claim (a "Notice of Claim") promptly upon becoming aware of the Indemnification Claim, but in no event later than the relevant date, if any, specified in Section 8.1 or 8.2, as the case may be. The Notice of Claim shall specify whether the Indemnification Claim arises as a result of a Claim by a third party against the Indemnified Party (a "Third Party Claim") or whether the Indemnification Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity, to the extent that the information is available, the factual basis for the Indemnification Claim and the amount of the Indemnification Claim.

(b) If an Indemnified Party fails to provide the Indemnifying Party with a Notice of Claim promptly as required by Section 8.6(a), the Indemnifying Party shall be relieved of the obligation to pay damages to the extent it can show that it was materially prejudiced in its defence of the Indemnification Claim or in proceeding against a third party who would have been liable to it but for the fact of the delay, but the failure to provide such Notice of Claim promptly shall not otherwise release the Indemnifying Party from its obligations under this Article 8.

(c) If the date by which a Notice of Claim must be given as set out in Section 8.1 or 8.2, as applicable, in respect of a breach of representation and warranty has passed without any Notice of Claim having been given to the Indemnifying Party, then the related Claim shall be forever extinguished, notwithstanding that by the date specified in Section 8.1 or 8.2, as applicable, the Indemnified Party did not know, and in the exercise of reasonable care could not have known, of the existence of the Indemnification Claim.

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8.7 Direct Claims

With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Indemnification Claim, the Indemnifying Party shall have 45 days to make such investigation of the Indemnification Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Indemnification Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties agree at or prior to the expiration of such 45-day period (or any mutually agreed upon extension of such period) to the validity and amount of such Indemnification Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Indemnification Claim, failing which the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.

8.8 Third Party Claims

(a) Subject to Section 8.8(d), upon receiving a Notice of Claim, the Indemnifying Party may participate in the investigation and defence of the Third Party Claim, and may also elect to assume the investigation and defence of the Third Party Claim with counsel satisfactory to the Indemnified Party, acting reasonably; provided that the Indemnifying Party shall not have the right to assume such investigation and defense, and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the Third Party Claim involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party shall cooperate in good faith in any such defense. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof.

(b) In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its election within 20 days of the Indemnifying Party's receipt of the Notice of Claim.

(i) the Indemnifying Party will pay for all reasonable costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim;

(ii) the Indemnifying Party will reimburse the Indemnified Party for all reasonable costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and

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(iii) if the Indemnifying Party thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such defense and the Indemnifying party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim.

(d) Where the named parties to any Third Party Claim include the Indemnified Party as well as the Indemnifying Party and the Indemnified Party determines in good faith, based on advice from its legal counsel, that joint representation would be inappropriate due to the actual or potential differing interests between them or there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and the Indemnified Party notifies the Indemnifying Party in writing that it elects to retain separate counsel, the Indemnifying Party shall not have the right to assume the defence of such Third Party Claim on behalf of the Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel of the Indemnified Party.

(e) If the Indemnified Party undertakes the defence of the Third Party Claim, the Indemnifying Party will not be bound by any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed).

(f) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of a Third Party Claim without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed, unless:

(i) the terms of the compromise and settlement require only the payment of money for which the Indemnified Party is entitled to full indemnification under this Agreement and the Indemnifying Party agrees to timely pay such amount in full;

(ii) the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third Party Claim; and

(iii) in the case of a Third Party Claim related to Taxes, the terms of the compromise or settlement would not reasonably be expected to cause a material increase in the Tax liability of the Indemnified Party and its affiliates for a taxable period ending after the Closing Date.

8.9 Materiality

For the sole purpose of calculating the amount of any Damages that are the subject of a Claim for indemnification under Section 8.3(a) or Section 8.4(a) (and not for determining whether or not any breaches of representations or warranties have occurred), any reference to "materiality", "Material Adverse Effect", or other similar qualification or limitation in any representation or warranty applicable to such Claim will be disregarded.

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8.10 Right to Recovery and Offset

No amounts will be payable pursuant to any Claim pursuant to this Article 8 unless and until the earlier of such time as such amounts have been (a) agreed to in writing by the Indemnifying Party, or (b) finally adjudicated to be payable and non-appealable by a court of competent jurisdiction. Once an ascertained amount of any Damages is agreed to by the Indemnifying Party, or finally adjudicated to be payable and non-appealable by a court of competent jurisdiction, as the case may be, pursuant to this Article 8, the Indemnifying Party will satisfy its obligations within five Business Days of such written agreement of the Indemnifying Party or final, non-appealable adjudication, as the case may be, by wire transfer of immediately available funds.

8.11 Duty to Mitigate

Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Party to take reasonable steps to mitigate any loss which it may suffer or incur by reason of the breach or failure to perform of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall take all reasonable steps to enforce such recovery, settlement or payment and the amount of any Damages of the Indemnified Party will be reduced by the amount actually recovered by the Indemnified Party (net of collection expenses).

8.12 Adjustment to Purchase Price

Any payment made by the Seller as an Indemnifying Party to the Purchaser pursuant to Article 8 will constitute a dollar-for-dollar decrease in the Purchase Price, and any payment made by the Purchaser as an Indemnifying Party to the Seller pursuant to Article 8 will constitute a dollar-for-dollar increase in the Purchase Price.

8.13 Exclusivity

Except as provided in Section 6.10, neither Party may make any Claim for Damages in respect of this Agreement, or in respect of any breach or termination of this Agreement, against the other Party except by making a Claim pursuant to and in accordance with Article 8. The provisions of this Section 8.13 and Article 8 shall survive the termination of this Agreement.

ARTICLE 9 MISCELLANEOUS

9.1 Notices

(a) Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered in person, transmitted by email or similar means of recorded electronic communication or sent by registered mail or commercial delivery service, charges prepaid, addressed as follows:

(i) if to the Seller:

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Mt. Hamilton Holdings LLC
c/o Waterton Global Resource Management, Inc.
2 Bloor Street East, Suite 1530
Toronto, ON M4W 1A8

Attention: [REDACTED - personal information]
Emails: [REDACTED - personal information]

(ii) if to the Purchaser:

Sailfish Royalty Corp.
Sea Meadow House, P.O. Box 116 Road Town, Tortola
British Virgin Islands VG1110

Attention: [REDACTED - personal information]
Email: [REDACTED - personal information]

(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed or delivered, on the third Business Day following the date of mailing or the date of deposit with the delivery service; provided, however, that if at the time of mailing or within three Business Days after the date of mailing, there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication under this Agreement shall be delivered or transmitted by means of recorded electronic communication as provided in this Section 9.1.

(c) Either Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 9.1.

9.2 Further Assurances

Each Party shall, upon any reasonable request of the other Party, promptly do, execute, deliver or cause to be done, executed and delivered, at the expense of the requesting Party, all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

9.3 Time of the Essence

Time is of the essence in this Agreement.

9.4 Expenses

Except as otherwise expressly provided in this Agreement, each Party shall pay for its own costs and expenses incurred in connection with this Agreement and any transactions contemplated by this Agreement. The fees and expenses referred to in this Section 9.4 are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated by this Agreement, including the fees and expenses of legal counsel, financial advisors and accountants.

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9.5 Amendments

No amendment of this Agreement shall be binding on either Party unless consented to in writing by both Parties.

9.6 Waiver

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

9.7 Entire Agreement

This Agreement constitutes the entire agreement of the Parties with respect to the transactions contemplated by this Agreement, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions, including the LOI. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, among the Parties in connection with the subject matter of this Agreement, except as specifically set out in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

9.8 Assignment

(a) Subject to Section 9.8(b), neither Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other Party.

(b) The Purchaser may assign this Agreement to a wholly-owned Affiliate (a "Permitted Transferee") without the consent of the Seller, provided that:

(i) the Purchaser provides notice to the Seller of the assignment to the Permitted Transferee at least five (5) Business Days prior to the Closing Date;

(ii) the Purchaser causes the Permitted Transferee to assume, and the Permitted Transferee assumes, all of the Purchaser's covenants, obligations and liabilities under this Agreement;

(iii) the assignment to the Permitted Transferee shall not relieve the Purchaser of its obligations under this Agreement and the Purchaser shall remain fully liable for the performance of this Agreement by the Permitted Transferee; and

(iv) the Purchaser causes the Permitted Transferee to enter into an assignment and assumption agreement reflecting (ii) and (iii).

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(c) Notwithstanding the foregoing Section 9.8(a), if after the Closing Date the Purchaser (or any of its Affiliates) sells, transfers, assigns or otherwise disposes of the Company Interests, or all or substantially all of the assets or business of the Company:

(i) the Purchaser shall cause the acquirer, transferee or successor (the "Transferee") to assume, and the Transferee shall assume, all of the Purchaser's covenants, obligations and liabilities under this Agreement which are continuing in nature;

(ii) the Transferee shall be entitled to the benefit of any continuing covenants or obligations of the Seller hereunder, but shall not be entitled to rely upon, enforce, or otherwise benefit from any representations or warranties made by the Seller in this Agreement, which representations and warranties (and related indemnities) are personal to the Purchaser as of the Closing Date; and

(iii) the Purchaser shall cause the Transferee to enter into an assignment and assumption agreement reflecting the foregoing in form and substance satisfactory to the Seller.

9.9 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the Parties and their respective successors and permitted assigns.

9.10 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

9.11 Governing Law

This Agreement is governed by and shall be interpreted and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. THE PARTIES HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

9.12 Counterparts

This Agreement may be executed by the Parties in any number of counterparts, each of which is deemed to be an original, and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page by email or other electronic means (including via DocuSign) shall be as effective as delivery of a manually executed counterpart of this Agreement.

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IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the Effective Date.

SAILFISH ROYALTY CORP.

by (signed) "Paolo Lostritto"
Name: Paolo Lostritto
Title: CEO

MT. HAMILTON HOLDINGS LLC

by (signed) "[REDACTED - personal information]"
Name: [REDACTED - personal information]
Title: Authorized Signer

AI assistant

Sailfish Royalty Corp. — M&A Activity 2025

47523_rns_2025-10-09_107a42f2-f018-4e04-963a-aca2fbb0eb1f.pdf

MEMBERSHIP INTEREST PURCHASE AGREEMENT

MEMBERSHIP INTEREST PURCHASE AGREEMENT

ARTICLE 1

1.1 Defined Terms

1.2 Rules of Construction

1.3 Knowledge

1.4 Disclosure Letter

1.5 Statutes

1.6 No Presumption

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale of the Company Interests

2.2 Purchase Price

2.3 Withholding Taxes

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER

3.1 Organization and Qualification of the Company

3.2 Organization and Qualification of the Seller

3.3 Seller's Ownership of Company Interests

3.4 Absence of Conflicts of the Seller

3.5 Execution and Binding Obligation

3.6 Absence of Conflicts of the Company

3.7 Regulatory Approvals

3.8 Required Consents

3.9 Required Authorizations

3.10 Capitalization

3.11 Subsidiaries

3.12 Absence of Certain Changes or Events

3.13 Liabilities

3.14 Litigation

3.15 Properties and Mineral Rights

3.16 Reclamation Bonds

3.17 Environmental

3.18 Permits

3.19 Sanctions

3.20 Expropriation

3.21 Cultural Heritage

3.22 Health and Safety

3.23 Indigenous Claims

3.24 Reports

3.25 Intellectual Property

3.26 Financial Statements

3.27 Material Contracts

3.28 Operational Matters

3.29 Employees

3.30 Employment, Severance and Change of Control Agreements

3.31 Taxes

3.32 Books and Records

3.33 Insurance

3.34 Anti-Corruption and Anti-Money Laundering

3.35 Compliance with Laws

3.36 No Related-Party Transactions

3.37 Insolvency

3.38 Brokers

3.39 Competition Act

3.40 Full Disclosure

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1 Organization and Qualification

4.2 No Conflicts

4.3 Required Consents

4.4 Required Authorizations

4.5 Execution and Binding Obligation

4.6 Litigation

4.7 Insolvency

4.8 Anti-Corruption and Anti-Money Laundering

4.9 Purchaser Financing

4.10 Brokers

ARTICLE 5

5.1 Closing

5.2 Closing Deliveries of the Seller

5.3 Closing Deliveries of the Purchaser

5.4 Mutual Conditions of Closing

5.5 Conditions of Closing in Favour of the Purchaser

5.6 Conditions of Closing in Favour of the Seller

5.7 Actions to Satisfy Closing Conditions

5.8 TSXV Approval

5.9 Financing Arrangements

6.2 Access

6.3 Prohibited Actions Prior to the Closing

Sailfish Royalty Corp. M&A Activity 2025