Scottie Resources Corp.

Execution Version

UNDERWRITING AGREEMENT

June 1, 2021

Scottie Resources Corp. 905-1111 West Hastings Street Vancouver, British Columbia V6E 2J3

Attention: Bradley Rourke President, Chief Executive Officer and Director

Dear Sir:

Stifel Nicolaus Canada Inc. (the " Underwriter ") understands that Scottie Resources Corp. (the " Company ") proposes to issue and sell, on a "bought deal" private placement basis, 20,000,000 Common Shares (as defined herein) which shall be " Flow-Through Shares " (as defined herein) at a price of $0.27 per Flow-Through Share (the " Subscription Price "), for aggregate gross proceeds of $5,400,000 (the " Offering "). In addition, the Company has granted the Underwriter an option (the “ Underwriters’ Option ”) to purchase an additional 6,000,000 Flow-Through Shares at the Subscription Price exercisable in whole or in part, at any time and from time to time on or prior to the date that is 48 hours prior to the Closing Date (as defined herein). The Underwriter shall be entitled to the same Commission (as defined herein) in respect of any Flow-Through Shares issued and sold upon exercise of the Underwriter’s Option.

Upon and subject to the terms and conditions set forth herein, the Underwriter hereby offers to purchase all, but not less than all, of the Flow-Through Shares or to arrange, as agent for the Company, for substituted purchasers in the Selling Jurisdictions (as defined herein) to purchase the Flow-Through Shares from the Company at the Subscription Price on a private placement basis pursuant to exemptions from the prospectus requirements of all applicable Securities Laws (as defined herein).

In consideration of the services to be rendered by the Underwriter in connection with the Offering, the Company shall, at the Closing Time, (i) pay to the Underwriter the Commission (as defined herein) in such amount as set out in Section 13 hereto, and (ii) issue and deliver to the Underwriter the Compensation Warrants (as defined herein) in such number and with such terms as set out in Section 13 hereto. The obligations of the Company to pay the Commission and to issue the Compensation Warrants shall arise at the Closing Time and the Commission and the Compensation Warrants shall be fully earned by the Underwriter upon the completion of the Offering.

As part of the Offering, the Company may undertake a private placement of Flow-Through Shares to certain subscribers who will settle directly with the Company (the “ Concurrent Private Placement ”). In connection with the Concurrent Private Placement, the Company intends to pay a financial advisory fee to the Underwriter, who has acted as financial advisor to the Company. The Underwriter undertakes no obligation to the Company or the purchasers under the Concurrent Private Placement. The Company acknowledges and agrees that purchasers under the Concurrent Private Placement do not and will not have any recourse to or any rights against the Underwriter, and the Underwriter does not and will not have any liability whatsoever to purchasers under or in connection with the Concurrent Private Placement.

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DEFINITIONS

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

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

" affiliate ", " associate ", " distribution ", " material change ", " material fact ", and " misrepresentation " have the respective meanings ascribed thereto in the Securities Act (British Columbia) in effect on the date hereof;

" Affiliates " means the affiliates of the Underwriter;

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

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

“ Cambria Project ” means the Company’s Cambria Project located in the Golden Triangle mining district of British Columbia, comprised of the Black Hills Property, Ruby Silver Property and the Bitter Creek Property, all as further described in the Public Disclosure Documents;

" Canadian Exploration Expense " or " CEE " means an expense referred to in paragraph (f) of the definition of Canadian exploration expense in subsection 66.1(6) of the Tax Act, or which would be included in paragraph (h) of such definition if the reference therein to "paragraphs (a) to (d) and (f) to (g.4)" were a reference to "paragraph (f)", other than amounts which are (i) prescribed to be "Canadian exploration and development overhead expense" for the purposes of paragraph 66(12.6)(b) the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, (iv) or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition "expense" in paragraph 66(15) of the Tax Act;

" Flow-Through Shares " means the Common Shares being issued by the Company pursuant to the Offering, which are "flow-through shares" as defined in subsection 66(15) of the Tax Act, in accordance with the terms and conditions of this Agreement and the applicable Subscription Agreements, and being sold on a flow-through basis;

" Closing " means the completion of the purchase and sale of the Flow-Through Shares as contemplated by this Agreement and the Subscription Agreements;

" Closing Date " means the day on which the Closing shall occur, being June 1, 2021, or such other date as the Underwriter and the Company may determine;

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

" Commitment Amount " means the aggregate Subscription Price paid by the Purchasers on the Closing Date for the subscription of the Flow-Through Shares;

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

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

" Compensation Securities " means, collectively, the Compensation Warrants and the Compensation Warrant Shares;

" Compensation Warrant Certificates " means the certificates representing the Compensation Warrants and containing the terms thereof;

" Compensation Warrant Expiry Time " means 4:30 p.m. (Vancouver time) on June 1, 2023;

" Compensation Warrant Shares " has the meaning ascribed to such term in Section 13 hereof;

" Compensation Warrants " has the meaning ascribed to such term in Section 13 hereof;

" Company " has the meaning ascribed to such term in the opening paragraphs of this Agreement;

“ Concurrent Private Placement ” has the meaning ascribed to such term in the opening paragraphs of this Agreement;

" CRA " means the Canada Revenue Agency;

" Debt Instrument " means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Company is a party or otherwise bound and which is material to the Company;

" Environmental Laws " means all applicable federal, provincial, territorial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational and human health and safety or the treatment, use, processing, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances;

" Expenditure Period " means the period commencing on the Closing Date and ending on the earlier of:

(i) the date on which the Commitment Amount has been duly expended in accordance with the terms hereof and the Subscription Agreements; and
(ii) the Termination Date;

" Financial Statements " has the meaning ascribed to such term in Section 4(x) hereof;

" Flow-Through Mining Expenditure " means an expense which qualifies, once renounced by the Company pursuant to the Tax Act to a Purchaser who is an individual (other than a trust or estate) or a partnership having a member who is an individual, as a "flow-through mining expenditure", as defined in subsection 127(9) of the Tax Act, of a Purchaser;

" Governmental Entity " means any (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

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" Government Official " means any (i) official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Entity, or (ii) salaried political party official, elected member of political office or candidate for political office;

" including " means including without limitation;

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

" Material Adverse Effect " means a material adverse change or effect on the Company's condition (financial or otherwise), business, properties, assets, liabilities (including contingent liabilities), results of operations or current prospects, or the ability of the Company to perform its obligations hereunder;

" Material Agreement " means any material contract, commitment, agreement (written or oral), instrument, lease or other document (including option agreements and licence agreements), to which the Company is a party or otherwise bound and which is material to the Company;

" Mineral Properties " means, collectively, all of the mineral properties in the Province of British Columbia in respect of which the Company holds an interest, including but not limited to, the Scottie Gold Project and the Cambria Project;

" Money Laundering Laws " has the meaning ascribed to such term in Section 4(ll) hereof;

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

" NI 45-106 " means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

" Offering " has the meaning ascribed to such term in the opening paragraphs of this Agreement;

" Permit " means any material regulatory approval, licence, permit, approval, consent, certificates, registration, filing or other authorization of or issued by any Governmental Entity under applicable laws, including Environmental Laws;

" Person " includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

" Prescribed Forms " means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act filed or to be filed by the Company within the prescribed times renouncing to the Purchaser the Resource Expenses incurred pursuant to the applicable Subscription Agreement and all parts or copies of such forms required by CRA, when applicable, to be delivered to the Purchaser;

" Principal-Business Corporation " means a "principal-business corporation" as defined in subsection 66(15) of the Tax Act;

" Public Disclosure Documents " means, collectively, all of the documents which have been filed by or on behalf of the Company prior to the Closing Time with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents filed on SEDAR at www.sedar.com;

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" Purchasers " means, collectively, the persons who, as purchasers or beneficial purchasers, acquire the Flow-Through Shares by duly completing, executing and delivering the applicable Subscription Agreements and any other required documentation;

" Resource Expense " means an expense which qualifies as (i) CEE, and (ii) a Flow-Through Mining Expenditure, which is incurred on or after the Closing Date and on or before the Termination Date which may be renounced by the Company pursuant to subsection 66(12.6) and subsection 66(12.66) of the Tax Act with an effective date not later than December 31, 2021 and in respect of which, but for the renunciation, the Company would be entitled to a deduction from income for income tax purposes;

“ Scottie Gold Project ” means the Company’s Scottie Gold Project in the Golden Triangle mining of district of British Columbia, comprised of the Scottie Property, Bow Property, Summit Lake Property and Stock Property, all as further described in the Public Disclosure Documents;

" Securities Laws " means, as applicable, the securities laws, regulations, rules, rulings and orders in each of the Selling Jurisdictions, the applicable policy statements, notices, blanket rulings, orders and all other regulatory instruments of the Securities Regulators in each of the Selling Jurisdictions, and the policies of the TSXV;

" Securities Regulators " means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

" Selling Jurisdictions " means the Provinces of Canada and such other jurisdictions outside of Canada and the United States as agreed to by the Underwriter and the Company, as applicable;

" Subscription Agreements " means, collectively, the subscription agreements for the Flow-Through Shares in the form agreed upon by the Underwriter and the Company pursuant to which Purchasers agree to subscribe for and purchase the Flow-Through Shares pursuant to the Offering as herein contemplated and shall include, for greater certainty, all schedules thereto; and " Subscription Agreement " means any one of them, as the context requires;

" Subscription Price " has the meaning ascribed to such term in the opening paragraphs of this Agreement;

" subsidiary " and " subsidiaries " has the meaning ascribed thereto in the Act;

" Substituted Purchasers " has the meaning ascribed to such term in Section 1(b) hereof;

" Tax Act " means the Income Tax Act (Canada) and the regulations thereto as amended, re-enacted or replaced from time to time and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) on or prior to the date of this Agreement;

" Taxes " has the meaning ascribed to such term in Section 4(ii) hereof;

" Termination Date " means December 31, 2022;

" Transaction Documents " means, collectively, this Agreement, the Subscription Agreements and the Compensation Warrant Certificates;

" Transfer Agent " means Computershare Trust Company of Canada in its capacity as transfer agent and registrar of the Company at its principal offices in Vancouver, British Columbia and Toronto, Ontario;

" TSXV " means the TSX Venture Exchange;

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" Underwriter " has the meaning ascribed to such term in the opening paragraphs of this Agreement;

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

" U.S. Person " means a "U.S. person" as that term is defined in Regulation S under the U.S. Securities Act; and

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

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the "knowledge" of the Company, or where any other reference is made herein to the "knowledge" of the Company, it shall be deemed to refer to the actual knowledge of Bradley Rourke (President and Chief Executive Officer), Stephen Sulis (Chief Financial Officer) and Thomas Mumford (Vice President, Exploration) after having made due enquiry of appropriate and relevant persons and after reviewing relevant documentation.

TERMS AND CONDITIONS

(a) Subject to the terms and conditions of this Agreement, the Underwriter offers to purchase the Flow-Through Shares, and by acceptance of this Agreement, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through Shares on a private placement basis pursuant to exemptions from the prospectus requirements of all applicable Securities Laws.

(b) The Company understands that although this Agreement is presented on behalf of the Underwriter as purchaser, the Underwriter may arrange for substituted purchasers for the Flow-Through Shares (" Substituted Purchasers "), if any. It is further understood that the Underwriter agrees to purchase or cause to be purchased the Flow-Through Shares and that this commitment is not subject to the Underwriter being able to arrange for Substituted Purchasers. Each Substituted Purchaser shall purchase the Flow-Through Shares at the Subscription Price and to the extent that Substituted Purchasers purchase such Flow-Through Shares, the obligations of the Underwriter to do so will be reduced by the number of such Flow-Through Shares purchased by the Substituted Purchasers from the Company. Any reference in this Agreement hereafter to " Purchasers " shall be taken to be a reference to the Underwriter, as the initial committed purchaser, and to the Substituted Purchasers, if any.

(c) Filings. The Company agrees to comply with all Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Securities Laws, all forms or undertakings required to be filed by the Company in connection with the issue and sale of the Flow-Through Shares so that the distribution of the Flow-Through Shares may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum in the Selling Jurisdictions, and the Underwriter undertake to use their commercially reasonable efforts to cause Purchasers to complete any forms required by Securities Laws. All fees payable in connection with such filings shall be at the expense of the Company.

(d) No Offering Memorandum. Neither the Company nor the Underwriter shall: (i) provide to prospective purchasers of the Flow-Through Shares any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Flow-Through Shares, including but not limited to, causing the sale of the Flow-Through Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of

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general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Flow-Through Shares whose attendees have been invited by general solicitation or advertising.

(e) Follow On Transactions.

i. The Company understands that following the Closing, the purchasers of FlowThrough Shares may choose to dispose of some or all of the Flow-Through Shares, including by donating such shares to one or more charities, and such charities may subsequently choose to sell such shares to third parties (the “ Follow-On Transactions ”).
ii. The Underwriter acknowledges that the Company has no knowledge of the FollowOn Transactions other than that they may or may not occur and that the Company will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities required as a result, and the Company makes no representation or warranty with respect to the tax affect any Follow-On Transaction may have on the status of the Flow-Through Shares as “flow-through shares” for the purposes of the Tax Act.
iii. The Underwriter does not act, and will not purport to act, as agent or representative of the Company in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriter in connection with any Follow-On Transaction are excluded from this Agreement. The consideration payable to the Underwriter hereunder is for the Underwriter's services in respect of the Offering only. The parties further acknowledge that the Company is not entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur.
iv. The Company shall not be liable or responsible for any breach of any covenant or representation given in this Agreement if the Flow-Through Shares are “prescribed shares” under subsection 6202.1(1) of the regulations to the Tax Act as a result of the Follow-On Transactions or any other action taken by purchasers which cause the Flow-Through Shares to be or become “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act.
(a) Covenants. The Company hereby covenants to the Underwriter and to the Purchasers and their permitted assigns, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Flow-Through Shares, as follows:
(i) Due Diligence . The Company will allow the Underwriter and its representatives the opportunity to conduct all due diligence which the Underwriter may reasonably require to be conducted prior to the Closing Date.
(ii) Delivery of Transaction Documents . The Company will duly execute and deliver the Transaction Documents at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company.
(iii) Maintain Corporate Existence . The Company will use its best efforts to remain, for a period of a least two years after the Closing Date, a corporation validly subsisting under the laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-

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provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction.

(iv) Maintain Reporting Issuer Status . The Company will use its best efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the Securities Laws in each of the Provinces of British Columbia and Alberta until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a "reporting issuer" so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and Securities Laws and the policies of the TSXV.

(v) Maintain Stock Exchange Listing . The Company will use its best efforts to maintain the listing of the Common Shares for trading on the TSXV for a period of two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and Securities Laws and the policies of the TSXV. The Company will ensure that the Flow-Through Shares are conditionally approved for listing and trading on the TSXV on or prior to the Closing Date.
(vi) Consents and Approvals . The Company will have made or obtained, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations or filings as may be required by the Company under Securities Laws, including the conditional approval for the Offering by the TSXV, necessary for the consummation of the transactions contemplated herein, other than customary post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws and the policies of the TSXV.
(vii) Concurrent Private Placement . The Company will ensure that the Concurrent Private Placement is conducted in a manner that is in compliance with all applicable Securities Laws.
(viii) Regulatory Filings . The Company will execute and file with the Securities Regulators and the TSXV all forms, notices and certificates required to be filed by the Company pursuant to the Securities Laws and the policies of the TSXV in the time required by the applicable Securities Laws and the policies of the TSXV, including, for greater certainty, Form 45-106F1 and any other forms, notices and certificates set forth in the opinions delivered to the Underwriter pursuant to the closing conditions set forth in Section 7 hereof.
(ix) Standstill . The Company will not, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any

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additional Common Shares or any securities convertible or exchangeable into Common Shares, other than pursuant to (i) this Agreement; (ii) the Concurrent Private Placement; (iii) the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements in place prior to the date hereof (provided that in the case of new grants, the exercise price of such stock options or compensation arrangement will be no less than the Subscription Price); (iv) the grant of restricted share units; (v) the issuance of Common Shares upon the exercise of convertible securities, warrants, options, or any other commitment or agreement outstanding prior to the date hereof; (vi) in connection with the amalgamation agreement among the Company, 1302688 B.C. Ltd. and AUX Resources Corporation dated May 4, 2021; and/or (vii) acquisitions of mineral properties that are negotiated with an arm’s length third-party, for a period of 120 days from the Closing Date, without the prior written consent of the Underwriter, such consent not to be unreasonably withheld or delayed.

(x) Lock-Up Agreements . The Company will cause each of its directors and officers to enter into a lock-up agreement in a form satisfactory to the Underwriter, pursuant to which such director or officer agrees not to sell, or agree to sell (or announce any intention to do so), any Common Shares or securities exchangeable or convertible into Common Shares for a period of 120 days from Closing without the prior written consent of the Underwriter, such consent not to be unreasonably withheld, other than those securities purchased in the Offering or securities sold to satisfy tax obligations on the exercise of any convertible securities of the Company.
(xi) Validly Issued Flow-Through Shares . The Company will ensure that the Flow-Through Shares upon issuance shall be validly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Subscription Agreements, as applicable.
(xii) Validly Issued Compensation Warrants . The Company will ensure that the Compensation Warrants are duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Compensation Warrant Certificates.
(xiii) Validly Issued Compensation Warrant Shares . The Company will ensure, at all times prior to the Compensation Warrant Expiry Time, that sufficient Compensation Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Compensation Warrants, and upon issuance in accordance with the terms of the Compensation Warrant Certificates, the Compensation Warrant Shares shall be validly issued as fully paid and non-assessable Common Shares.
(xiv) Use of Proceeds . The Company shall use the Commitment Amount to incur Resource Expenses on the Mineral Properties and other projects of the Company located in British Columbia.
(xv) Renunciation of Resource Expenses. The Company agrees to incur Resource Expenses in an amount not less than the Commitment Amount on or after the Closing Date and on or before the Termination Date in accordance with this Agreement and the Subscription Agreements and agrees to renounce to the Purchasers, with an effective date no later than December 31, 2021, pursuant to subsection 66(12.6) of the Tax Act in respect of Resource Expenses to be incurred by the Company in 2021 and, in respect of

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Resource Expenses to be incurred by the Company in 2022, pursuant to subsections 66(12.6) and 66(12.66) of the Tax Act, in an amount equal to the Commitment Amount.

(xvi) No Reduction to Renunciation . The Company shall not reduce the amount renounced to the Purchasers pursuant to subsection 66(12.6) of the Tax Act. If the Company receives, or becomes entitled to receive, any assistance which is described in the definition of "assistance" in subsection 66(15) of the Tax Act and the receipt of or entitlement to receive such assistance has or will have the effect of reducing the amount of Resource Expenses validly renounced to the Purchasers hereunder to less than the Commitment Amount, the Company will incur additional Resource Expenses using funds from sources other than the Commitment Amount in an amount equal to such assistance, such that the aggregate Resource Expenses renounced to the Purchasers effective no later than December 31, 2021 pursuant to the terms of this Agreement and the Subscription Agreements will not be less than nor exceed the Commitment Amount.
(xvii) No Impairment to Renounc e. The Company shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expenses to the Purchasers in an amount equal to the Commitment Amount.
(xviii) Indemnification . If the Company does not renounce to the Purchasers effective on or before December 31, 2021, Resource Expenses equal to the Commitment Amount, the Company shall indemnify and hold harmless the Purchasers and each of the partners thereof if the Purchasers are a partnership or a limited partnership (for the purposes of this paragraph each an " Indemnified Person ") as to, and pay to the Indemnified Person on or before the 20th Business Day following the date the amount is definitively determined, an amount equal to the amount of any tax payable (within the meaning of subparagraph (c) of the definition "excluded obligation" at subsection 6202.1(5) of the regulations to the Tax Act) under the Tax Act (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Company to the Purchasers is reduced pursuant to subsection 66(12.73) of the Tax Act, the Company shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person on or before the 20th Business Day following the date the amount is definitively determined, an amount equal to the amount of any tax payable (within the meaning of subparagraph (c) of the definition of "excluded obligation" at subsection 6202.1(5) of the regulations to the Tax Act) under the Tax Act (and under the corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction provided that nothing in this paragraph shall derogate from any rights or remedies the Purchasers may have at common law with respect to liabilities other than those payable under the Tax Act. For certainty, the foregoing indemnity shall have no force or effect and the Purchasers shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the Flow-Through Shares to be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act.
(xix) CRA Filings. The Company shall file with the CRA within the time prescribed by subsection 66(12.68) of the Tax Act, the forms prescribed for the purposes of such legislation together with a copy of the applicable Subscription Agreements or any "selling instrument" contemplated by that subsection and shall forthwith following such filing provide to the Purchasers a copy of such form certified by an officer of the Company. The Corporation shall timely file with the CRA and with any applicable provincial tax authority any return required to be filed under Part XII.6 of the Tax Act

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(or any corresponding provision of applicable provincial law) in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis.

(xx) Delivery of Prescribed Forms . The Company shall timely file with the CRA (and any provincial tax authority as required) and deliver to the Purchasers, before March 1, 2022, the relevant Prescribed Forms (including form T101), fully completed and executed, renouncing to the Purchasers, Resource Expenses in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2021, such delivery constituting the authorization of the Company to the Purchasers to file such Prescribed Forms with the relevant taxation authorities.
(xxi) Renunciation Priority and Pro Rata Reduction . The Company shall incur and renounce Resource Expenses pursuant to the Subscription Agreements entered into between the Company and the Purchasers on the Closing Date before incurring and renouncing Resource Expenses pursuant to any other agreement which the Company shall hereafter enter into with any Person with respect to the issue of shares which are "flow-through shares" as defined in subsection 66(15) of the Tax Act. If the Company is required under the Tax Act or otherwise to reduce Resource Expenses previously renounced to the Purchasers, and unless the Purchasers are adversely affected and otherwise agree, the reduction shall be made pro rata by the number of Flow-Through Shares purchased, only after it has first reduced to the extent possible all Resource Expenses renounced to Persons (other than the Purchasers) under any agreements relating to shares which are "flow-through shares" as defined in subsection 66(15) of the Tax Act entered into after the Closing Date.
(xxii) No Other Agreements . The Company shall not enter into any other agreement which would prevent or restrict its ability to renounce Resource Expenses to the Purchasers in the amount of the Commitment Amount.
(xxiii) Books and Records . The Company shall maintain proper, complete and accurate accounting books and records relating to the Resource Expenses. The Company shall retain all such books and records as may be required to support the renunciation of Resource Expenses contemplated by this Agreement and the Subscription Agreements and, upon reasonable notice, shall make such books and records available for inspection and review by or on behalf of the Purchasers, at the Purchaser's sole expense.
(xxiv) Closing Conditions . The Company will fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions set out in Section 7 hereof.

(b) The Underwriter hereby covenants and agrees: (i) to conduct all activities in connection with the Offering in material compliance with Securities Laws and all other laws applicable to the Underwriter (or an Affiliate of the Underwriter); and (ii) to obtain from each Purchaser a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Company and the Underwriter.

(a) Material Changes During Distribution. During the period of distribution of the FlowThrough Shares, the Company shall promptly notify the Underwriter (and, if requested by the Underwriter, confirm such notification in writing) of any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or

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development involving a prospective material change or a change in a material fact or any other material change in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), liabilities (contingent or otherwise), capital, ownership, control or management of the Company which would constitute a material change to, or a change in a material fact concerning the Company or any other change which is of such a nature.

During the period of distribution of the Flow-Through Shares, the Company shall promptly, and in any event, within any applicable time limitation, comply with all applicable filings and other requirements under Securities Laws as a result of such change. During such period, the Company shall in good faith discuss with the Underwriter any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Underwriter pursuant to this Section 3.

(b) Press Releases. The Company agrees that it shall obtain prior approval of the Underwriter as to the content and form of any press release to be issued prior to the closing of the Offering, such approval not to be unreasonably withheld. In addition, if required by the relevant Securities Laws, any press release announcing or otherwise referring to the Offering shall include an appropriate notation on each page as follows: "Not for distribution to U.S. newswire services or dissemination in the United States."

Representations and Warranties of the Company. The Company represents and warrants to the Underwriter and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in purchasing the Flow-Through Shares, that:

General Matters

(a) Good Standing of the Company . The Company (i) has been incorporated and exists as a corporation under the Act, is up-to-date in all material corporate filings and has paid all prescribed fees and is in good standing under the Act; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power and authority to create, issue and sell, as applicable, the Flow-Through Shares and the Compensation Securities and to enter into and carry out its obligations under the Transaction Documents.
(b) Subsidiaries . Other than 1302688 B.C. Ltd., the Company does not have any subsidiaries within the meaning of the Securities Act (British Columbia).
(c) Carrying on Business . The Company is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations (including all material applicable federal, provincial, territorial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including but not limited to relevant exploration, concessions and permits) of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carries on business to enable its business to be carried on as now conducted and proposed to be conducted and its properties and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could have a Material Adverse Effect.

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(d) No Proceedings for Dissolution . No proceedings have been taken, instituted or are pending for the dissolution or liquidation of the Company.
(e) Freedom to Compete . The Company is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company to compete in any line of business, transfer or move any of its assets or operations.
(f) Share Capital of the Company . The authorized capital of the Company consists of an unlimited number of Common Shares without par value, of which, as of the close of business on May 31, 2021, 121,933,895 Common Shares were outstanding as fully paid and non-assessable common shares of the Company.
(g) Absence of Rights . Except as referred to in Schedule "A" hereto, no Person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company, and the Flow-Through Shares upon issuance will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Company.
(h) Common Shares are Listed . The currently issued and outstanding Common Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in the Common Shares or other securities of the Company or prohibiting the sale or issuance of the Flow-Through Shares or the Compensation Securities has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose has been instituted, threatened or are pending.
(i) Stock Exchange Compliance. The Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSXV and the Company is currently in compliance with the rules and regulations of the TSXV.
(j) Reporting Issuer Status . The Company is a "reporting issuer", not included in a list of defaulting reporting issuers maintained by the Securities Regulators in the Provinces of British Columbia and Alberta and in particular, without limiting the foregoing, the Company has at all times complied with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Regulators in the Provinces of British Columbia and Alberta.
(k) No Voting Control. The Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company.
(l) Transfer Agent . The Transfer Agent at its principal offices in Vancouver, British Columbia and Toronto, Ontario has been duly appointed as the registrar and transfer agent in respect of the Common Shares.
(m) Corporate Actions . All necessary corporate action has been taken or will have been taken prior to the Closing Time by the Company so as to validly (i) issue the Flow-Through

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Shares as fully paid and non-assessable Common Shares, (ii) create and issue the Compensation Warrants, and (iii) allot and authorize for issuance the Compensation Warrant Shares.

(n) Valid and Binding Documents . Each of the execution and delivery of the Transaction Documents and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Company and upon the execution and delivery thereof shall constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable laws in effect in the Province of British Columbia.
(o) All Consents and Approvals . All consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for: (i) the execution and delivery of the Transaction Documents; (ii) the issuance, creation, sale and delivery, as applicable, of the Flow-Through Shares and the Compensation Securities; and (iii) the consummation of the transactions contemplated hereby and thereby, have been or will be made or obtained by Closing, as applicable, other than filings required to be submitted within the applicable time frame pursuant to applicable Securities Laws.
(p) Validly Issued Shares . The Flow-Through Shares have been duly and validly authorized for issuance and sale and when issued and delivered by the Company pursuant to this Agreement and the Subscription Agreements, against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable Common Shares.
(q) Validly Issued Compensation Warrants . The Compensation Warrants have been duly and validly created and authorized for issuance and when issued and delivered by the Company pursuant to this Agreement and the Compensation Warrant Certificates, the Compensation Warrants will be validly issued.
(r) Validly Issued Compensation Warrant Shares . The Compensation Warrant Shares have been duly and validly authorized for issuance and, upon exercise of the Compensation Warrants in accordance with the terms and conditions of the Compensation Warrant Certificates, the Compensation Warrant Shares will be validly issued as fully paid and nonassessable Common Shares.
(s) Material Agreements . All of the Material Agreements of the Company have been disclosed in the Public Disclosure Documents and each are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Company has performed all obligations (including payment obligations) in a timely manner under, and is in compliance with all terms and conditions contained in each Material Agreement. The Company is not in violation, breach or default nor has the Company received any notification from any party claiming that the Company is in violation, breach or default under any Material Agreement and no other party, to the knowledge of the Company, is in breach, violation or default of any term under any Material Agreement.

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(t) Previous Acquisitions . All previous material acquisitions completed by the Company of any securities, business or assets of any other entity have been fully and properly disclosed in the Public Disclosure Documents, were completed in compliance with all applicable corporate laws and Securities Laws and all necessary and material corporate and regulatory approvals, consents, authorizations, registrations and filings required in connection therewith were obtained or made, as applicable, and complied with, except where any failure to obtain or make or comply with any such approvals, consents, authorizations, registrations or filings would not, individually or in the aggregate, give rise to a Material Adverse Effect.
(u) Absence of Debt Instruments . The Company is not party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any debt instrument and the Company has not made any loans to, or guaranteed the obligations of, any Person.
(v) Absence of Breach or Default . The Company is not in breach or default of, and the execution and delivery of the Transaction Documents and the performance by the Company of its obligations hereunder or thereunder, the creation, issue and sale, as applicable, of the Flow-Through Shares and the Compensation Securities and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to the Company, including Securities Laws and the securities laws of any other Selling Jurisdiction; (ii) the constating documents, articles or resolutions of the Company which are in effect at the date of hereof; (iii) any Debt Instrument or Material Agreement; or (iv) any judgment, decree or order binding the Company or the properties or assets of the Company.
(w) No Actions or Proceedings . There are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company) currently outstanding, or to the best knowledge of the Company, threatened or pending, against the Company at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity. There are no judgments or orders against the Company which are unsatisfied, nor are there any consent decrees or injunctions to which the Company or its properties or assets are subject.
(x) Financial Statements . The audited annual financial statements of the Company for the fiscal year ended August 31, 2020 and the unaudited condensed consolidated interim financial statements of the Company as at and for the three and six month period ended November 30, 2020 and February 28, 2021, respectively (collectively, the " Financial Statements "), are true and correct in every material respect, present fairly, in all material respects, the financial position of the Company for the periods then ended and have been prepared in accordance with International Financial Reporting Standards, applied on a consistent basis throughout the periods involved.
(y) No Material Changes . Since August 31, 2020, except as disclosed in the Public Disclosure Documents:
(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company;

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(ii) there has not been any material change in the capital stock or long-term debt of the Company; and
(iii) the Company has carried on its business in the ordinary course.
(z) No Off-Balance Sheet Arrangements . There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Company which are required to be disclosed and are not disclosed or reflected in the Financial Statements.
(aa) Internal Accounting Controls . The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with International Financial Reporting Standards and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(bb) Accounting Policies. The audit committee of the board of directors of the Company (the “ Audit Committee ”) is not reviewing or investigating, and neither the Company's auditors nor its internal accountants have recommended that the Audit Committee review or investigate, (i) adding to, deleting, changing the application of, or changing the Company's disclosure with respect to, any of the Company's material accounting policies (except, for the avoidance of doubt, as required by changes in IFRS); or (ii) any matter which could result in a restatement of the Company's financial statements for any annual or interim period during the current or prior three fiscal years.
(cc) Purchases and Sales . Except for previously completed property acquisitions and transactions disclosed in the Public Disclosure Documents, the Company has not approved, has not entered into any agreement in respect of, and does not have any knowledge of:
(i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares, or otherwise;
(ii) the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the assets of the Company or otherwise) of the Company; or
(iii) a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.
(dd) No Undisclosed Loans or Non-Arm's Length Transactions. The Company is not a party to any Debt Instrument nor has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any Person not dealing at arm's length with the Company.
(ee) Dividends . There is not, in the constating documents, notice of articles or in any Debt Instrument, Material Agreement, or other instrument or document to which the Company is a party, any restriction upon or impediment to, the declaration of dividends by the

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

(ff) Independent Auditors . The auditors of the Company are independent chartered public accountants as required by the Securities Laws and there has not been any "reportable event" (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with respect to the present or any former auditor of the Company.
(gg) Insurance . The assets of the Company and its business and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Company has not failed to promptly give any notice or present any material claim thereunder.
(hh) Leased Premises . With respect to each of the Leased Premises, the Company occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company will not afford any of the parties to such leases or any other Person the right to terminate such lease or result in any additional or more onerous obligations under such leases.
(ii) Taxes . All taxes (including income tax, capital tax, payroll taxes, sales tax, use or ad valorem taxes, GST/HST, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, " Taxes ") due and payable by the Company (including any instalments and whether or not such Taxes have been assessed) have been paid and adequate provision has been made in the Company’s financial statements for taxes payable for any completed fiscal period for which tax returns are not yet required. All tax returns, declarations, remittances and filings required to be filed by the Company have, on a duly and timely basis, prior to the date hereof, been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading. The Company has collected, withheld and remitted all Taxes with respect to amounts paid or credited (or deemed to be paid or credited) to any Person. No examination of any tax return of the Company is currently in progress, or to the best of the knowledge of the Company, threatened and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Company, except where such examinations, issues or disputes, individually or collectively, would not have a Material Adverse Effect.
(jj) Compliance with Laws, Filings and Fees . The Company has complied in all material respects with all relevant statutory and regulatory requirements required to be complied with prior to the Closing Time in connection with the Offering. All filings and fees required to be made and paid by the Company pursuant to Securities Laws and general corporate law have been made and paid. The Company is not aware of any legislation, or proposed

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legislation published by a legislative body, which it anticipates will have a Material Adverse Effect.

(kk) Anti-Bribery Laws. Neither the Company nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to Canada's Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act , or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company, or any director, officer, employee, consultant, representative or agent of the foregoing, violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.
(ll) Anti-Money Laundering . The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (collectively, the " Money Laundering Laws ") and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(mm) Directors and Officers. To the best of the Company's knowledge, none of the directors or officers of the Company are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Company or other public company.
(nn) Related Parties . Other than as set out in the Public Disclosure Documents, none of the directors, officers or employees of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing Persons, has had any material interest, direct or indirect, in any material transaction since the Company's inception or any proposed material transaction with the

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Company which, as the case may be, materially affected, is material to or will materially affect the Company.

(oo) Fees and Commissions . Other than the Underwriter (or any members of its selling group) pursuant to this Agreement, there is no Person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.
(pp) Entitlement to Proceeds . Other than the Company, there is no Person that is or will be entitled to the proceeds of the Offering under the terms of any Debt Instrument, Material Agreement, or other instrument or document (written or unwritten).
(qq) Minute Books and Records . The minute books and records of the Company which the Company has made available to the Underwriter and its counsel Miller Thomson LLP in connection with their due diligence investigation of the Company for the period from inception to the date of examination thereof are all of the minute books and all of the records of the Company for such period and contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.
(rr) Bankruptcy. The Company has not committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any Person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it.
(ss) Continuous Disclosure. The Company is in compliance in all material respects with its continuous disclosure obligations under Securities Laws and, without limiting the generality of the foregoing, there has not occurred an adverse material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Company which has not been publicly disclosed and the information and statements in the Public Disclosure Documents were true and correct as of the respective dates of such information and statements and at the time such documents were filed on SEDAR, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading, and the Company has not filed any confidential material change reports which remain confidential as at the date hereof. The Company is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (British Columbia) and analogous provisions under Securities Laws in the other Selling Jurisdictions.
(tt) Full Disclosure . All information which has been prepared by the Company relating to the Company and its business, properties and liabilities and either publicly disclosed or provided to the Underwriter including all financial, marketing, sales and operational information provided to the Underwriter is, as of the date of such information, true and

54594010.9

correct in all material respects, and no fact or facts have been omitted therefrom which would make such information misleading.

Flow-Through Tax Matters

(uu) Constitute Resources Expenses . The expenses to be renounced by the Company to the Purchasers (i) will constitute Resource Expenses on the effective date of the renunciation; (ii) will not include any amount that has previously been renounced by the Company to the Purchasers or to any other Person; (iii) would be deductible by the Company in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Purchasers; (iv) will not be subject to reduction by virtue of subsection 66(12.73) of the Tax Act; and (v) will not include an expense that was renounced under subsection 66(12.6) of the Tax Act to the Company (or a partnership of which the Company is a member).
(vv) Renunciation of Resource Expenses . The Company has no reason to believe that it will be unable to incur, on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the Purchasers effective on or before December 31, 2021, Resource Expenses in an amount equal to the Commitment Amount and the Company has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act.
(ww) No Reduction. Except as required by the Tax Act, the Company shall not reduce the amount renounced to the Purchasers pursuant to subsection 66(12.6) of the Tax Act.
(xx) Not Prescribed Shares . Except as a result of (i) any agreement, arrangement, undertaking or understanding to which the Company is not a party and of which it has no knowledge, (ii) any agreement, arrangement, undertaking or understanding in respect of a Follow-On Transaction, and (iii) any other action taken by a purchaser which causes any FlowThrough Shares to be or become “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act, upon issue the Flow-Through Shares will be "flowthrough shares" as defined in subsection 66(15) of the Tax Act and will not be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act.
(yy) Not Prescribed Shares as a Result of Amalgamation . If the Company amalgamates with any one or more companies, any shares issued to or held by a Purchaser as a replacement for the Flow-Through Shares as a result of such amalgamation will qualify, as "flowthrough shares" and in particular will not be "prescribed shares" as defined in section 6202.1 of the regulations to the Tax Act.
(zz) Principal-Business Corporation . The Company is and will continue to be a PrincipalBusiness Corporation until such time as all of the Resource Expenses required to be renounced under this Agreement and the Subscription Agreements have been incurred and validly renounced pursuant to the Tax Act.
(aaa) Compliance with Flow-Through Obligations . The Company is not and has not been in default of any of its tax obligations under the Tax Act in respect of any "flow-through share" financings previously undertaken by the Company and, in particular, the Company has not failed to incur and renounce expenses which it covenanted to incur and renounce nor has the CRA or the Company reduced pursuant to subsection 66(12.73) of the Tax Act any amount renounced by the Company.

54594010.9

Mining and Environmental Matters

(bbb) Properties and Assets . The Company is the absolute legal and beneficial owner of and has good and marketable title to, all of the properties or assets thereof as described in the Public Disclosure Documents, such properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights (including surface or access rights) are necessary for the conduct of the business of the Company as currently conducted or contemplated to be conducted; the Company knows of no claim or basis for any claim that might or could adversely affect the right of the Company to use, transfer, access or otherwise exploit such property rights; and, except as disclosed in the Public Disclosure Documents, the Company has no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the property rights thereof.
(ccc) Property and Mining Rights . The Company holds either freehold title, mining leases, mining concessions, mining claims, Crown grants or other conventional property, proprietary or contractual interests or rights, including access and surface rights, recognized in the jurisdiction in which the properties are located in respect of the ore bodies and specified minerals located in the properties in which the Company has an interest as described in the Public Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company to access the properties and explore and exploit the minerals relating thereto as are appropriate in view of their respective rights and interests therein; all such properties, leases, concessions or claims in which the Company has any interests or rights have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing.
(ddd) Valid Title Documents . Any and all of the agreements and other documents and instruments pursuant to which the Company holds its properties and assets (including any option agreement or any interest in, or right to earn an interest in, any properties) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company is not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. Neither the properties (nor any option agreement or any interest in, or right to earn an interest in, such properties) of the Company is subject to any right of first refusal or purchase or acquisition rights.
(eee) Possession of Permits and Authorizations . The Company has obtained all Permits necessary to carry on the business of the Company as it is currently conducted or anticipated to be conducted. The Company is in compliance with the terms and conditions of all such Permits except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. All of the Permits issued to date are valid, subsisting, in good standing and in full force and effect and the Company has not received any notice of proceedings relating to the revocation or modification of any such Permits or any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted.
(fff) No Expropriation . No part of the Company's properties, mining rights or permits have been taken, revoked, condemned or expropriated by any Governmental Entity nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the

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Company, been commenced, threatened or is pending, nor does the Company have any knowledge of the intent or proposal to give such notice or commence any such proceedings.

(ggg) No Indigenous Claims . There are no claims or actions with respect to indigenous rights currently outstanding, or to the best knowledge of the Company, threatened or pending, with respect to the properties of the Company. There are no land entitlement claims being asserted or any legal actions relating to indigenous issues being instituted with respect to the properties of the Company, and no material dispute in respect of the Company's properties with any local or indigenous group exists or, to the knowledge of the Company, is threatened or imminent.
(hhh) Environmental Matters .
(i) The Company is in material compliance with all Environmental Laws and all operations on the properties of the Company, carried on by or on behalf of the Company, have been conducted in all respects in accordance with good mining and engineering practices.
(ii) The Company has not used, except in material compliance with all Environmental Laws and Permits, any properties or facilities which the Company owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance.
(iii) The Company has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and the Company has not settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company and the Company has not received notice of any of the same.
(iv) There have been no past unresolved claims, complaints, notices or requests for information received by the Company with respect to any alleged material violation of any Environmental Laws, and to the best knowledge of the Company, none that are threatened or pending; and no conditions exist at, on or under any properties now or previously owned, operated or leased by the Company which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or would have a Material Adverse Effect.
(v) Except as ordinarily or customarily required by applicable permit, the Company has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, territorial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. The Company has not received any request for information in connection with any federal, provincial, territorial, state, municipal or local inquiries as to disposal sites.
(vi) There are no environmental audits, evaluations, assessments, studies or tests relating to the Company except for ongoing assessments conducted by or on behalf of the Company in the ordinary course.

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(iii) Scientific and Technical Information . The Company is in compliance with the provisions of NI 43-101 and has filed all technical reports in respect of its material properties required thereby. There is no new material scientific or technical information concerning any of the Mineral Properties that would require a new technical report in respect of any of the Mineral Properties to be issued under NI 43-101. The information set forth in the Public Disclosure Documents relating to scientific and technical information has been prepared in accordance with Canadian industry standards set forth in NI 43-101 and in compliance with Securities Laws.

Employment Matters

(jjj) Employment Laws . The Company is in material compliance with all federal, national, regional, provincial, territorial and local laws and regulations respecting employment and employment practices, terms and conditions of employment, workers' compensation, occupational health and safety and pay equity and wages. There are no material claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers' compensation legislation, occupational health and safety legislation or similar legislation nor has any event occurred which may give rise to any of the foregoing.
(kkk) Employee Plans . Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to by the Company for the benefit of any current or former director, officer, employee or consultant of the Company (the " Employee Plans ") has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Securities Laws.
(lll) Record-Keeping . All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal, provincial, territorial or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company.
(mmm) Labour Matters . There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding, or to the best knowledge of the Company, threatened or pending, against the Company which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company and no union representation question exists respecting the employees of the Company and no collective bargaining agreement is in place or currently being negotiated by the Company.
Representations and Warranties of the Underwriter. The Underwriter represents and warrants to the Company, and acknowledges that the Company is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, that:
(a) Compliance with Securities Laws. In respect of the offer and sale of the Flow-Through Shares, it will conduct its activities in connection with the Offering in compliance with all Securities Laws and the provisions of this Agreement.

54594010.9

(b) Duly Registered . It is duly registered pursuant to the provisions of the Securities Laws, and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through members of a selling group who are so registered or licensed.
(c) General Solicitation or Advertising . It and its Affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Flow-Through Shares in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise, or conducted any seminar or meeting concerning the offer or sale of the Flow-Through Shares whose attendees have been invited by any general solicitation or general advertising.
(d) No Prospectus or Registration Requirement . It has not and will not solicit offers to purchase or sell the Flow-Through Shares so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction.
Closing Deliveries. The purchase and sale of the Flow-Through Shares shall be completed by electronic exchange of documents at the Closing Time, or at any other place determined in writing by the Underwriter and the Company at the Closing Time. At the Closing Time, the Company shall duly and validly deliver to the Underwriter: (a) the Flow-Through Shares, by way of electronic deposit or in definitive certificated form, as directed by the Underwriter, against payment by the Underwriter to the Company of the aggregate subscription price therefor, by wire transfer payable at par in accordance with the instructions of the Company; (b) the Compensation Warrant Certificates, as directed by the Underwriter; and (c) payment of the Commission and the expenses referred to in Section 13 and Section 9 hereof.
Closing Conditions. The following are conditions precedent to the obligations of the Underwriter to complete the Closing and to purchase or arrange for the purchase of the Flow-Through Shares at the Closing Time, and which conditions are to be satisfied by the Company at or before the Closing Time:
(a) the Underwriter shall have received certificates dated the Closing Date, signed by appropriate officers of the Company addressed to the Underwriter and its counsel, with respect to the constating documents of the Company, all resolutions of the Company's board of directors relating to this Agreement and the transactions contemplated hereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Underwriter may reasonably request;
(b) the Underwriter shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities, the TSXV and any other applicable third parties required to be made or obtained by the Company in order to complete the Offering have been made or obtained;
(c) the issuance and listing of the Flow-Through Shares shall have been conditionally approved by the TSXV;
(d) the Concurrent Private Placement shall be completed contemporaneously with the Offering, and the Underwriter shall have received evidence thereof;

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(e) the Underwriter shall have received favourable legal opinions addressed to the Underwriter and the Purchasers, in form and substance satisfactory to the Underwriter's counsel, dated the Closing Date, from DuMoulin Black LLP, counsel to the Company and where appropriate, counsel in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:
(i) as to the incorporation and subsistence of the Company under the laws of the Province of British Columbia and as to the Company having the requisite corporate power and capacity under the laws of the Province of British Columbia to carry on its business as presently carried on and to own its properties and assets;
(ii) as to the Company being a "reporting issuer" not included on the list of issuers in default in the Provinces of British Columbia;
(iii) as to the authorized and issued capital of the Company;
(iv) as to the corporate power and authority of the Company to execute, deliver and perform its obligations under the Transaction Documents and to create, issue and sell, as applicable, the Flow-Through Shares and the Compensation Securities;
(v) each of the Transaction Documents have been duly authorized, executed and delivered by the Company and constitute a valid and legally binding obligation of the Company enforceable against it in accordance with their respective terms;
(vi) the execution and delivery of the Transaction Documents and the performance by the Company of its obligations hereunder and thereunder, and the sale or issuance of the FlowThrough Shares and the Compensation Securities do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of the Company, any resolutions of the shareholders or directors of the Company, any applicable corporate laws or applicable Securities Laws;
(vii) the Flow-Through Shares have been issued as fully paid and non-assessable Common Shares;
(viii) the Compensation Warrants have been duly and validly created and issued and the Compensation Warrant Shares have been duly authorized and allotted for issuance and, upon the due exercise of the Compensation Warrants in accordance with the provisions of the Compensation Warrant Certificates, the Compensation Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;
(ix) the issuance and sale by the Company of the Flow-Through Shares to the Purchasers and the issuance of the Compensation Warrants to the Underwriter in accordance with the terms of this Agreement are exempt from the prospectus requirements of applicable Securities Laws and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance and sale; it being noted, however, that the Company is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date;

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(x) the issuance and delivery by the Company of the Compensation Warrant Shares upon the due exercise of the Compensation Warrants will be exempt from the prospectus requirements of applicable Securities Laws and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance and delivery;
(xi) no other documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws in connection with the first trade of the Flow-Through Shares or the Compensation Securities by the holders thereof, as the case may be, provided that a period of four (4) months and one (1) day has lapsed from the date of distribution of the Flow-Through Shares and the Compensation Warrants; and
(xii) such other matters as the Underwriter or its counsel may reasonably request;

(f) the Underwriter shall have received a favourable tax opinion addressed to the Underwriter and the Purchasers, in form and substance satisfactory to the Underwriter' counsel, dated the Closing Date, from Thorsteinssons LLP, with respect to the following matters:

(i) upon issue, the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and will not be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act except as a result of (i) any agreement, arrangement, undertaking or understanding to which the Company is not a party and of which it has no knowledge, (ii) any agreement, arrangement, undertaking or understanding in respect of a Follow-On Transaction, and (iii) any other action taken by a purchaser which causes any Flow-Through Shares to be or become “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act.;
(ii) provided they are fully incurred in the manner contemplated and otherwise covenanted and referenced in the Subscription Agreements and in the relevant officer's certificate, the expenditures to be renounced in respect of the Flow-Through Shares pursuant to this Agreement and the Subscription Agreements will be Resource Expenses; and
(iii) the Company qualifies as a Principal-Business Corporation for the purposes of the Tax Act;
(g) the Underwriter shall have received a favourable title opinion addressed to the Underwriter and the Purchasers, in form and substance satisfactory to the Underwriter's counsel, dated as of the Closing Date, from Dentons Canada LLP, as to the title and ownership interest of the Company in the Scottie Gold Project and the Cambria Project;

(h) the Underwriter shall have received a certificate of status or similar certificate with respect to the jurisdiction in which the Company is incorporated;

(i) the Underwriter shall have received a certificate from the Transfer Agent as to the issued and outstanding Common Shares as at the close of business on the day prior to the Closing Date;
(j) the Underwriter shall have received the lock-up agreements pursuant to Section 2(a)(x) in favour of the Underwriter, in a form as is acceptable to the Underwriter; and
(k) the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Underwriter and its counsel.

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8. Rights of Termination

The Underwriter (or any of them) shall be entitled to terminate and cancel their obligations hereunder by written notice to that effect given to the Company on or before Closing in the following circumstances. If at any time prior to the Closing:

(a) Material Change . There is, in the opinion of the Underwriter, acting reasonably, a material change or change in any material fact or a new material fact shall arise (which would include a change or prospective change to the provisions or administrative application of the Tax Act) which would be expected to have a Material Adverse Effect on the business, affairs, prospectus or financial condition of the Company or the market price or value of the Common Shares;
(b) Disaster . (i) There should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, outbreak, pandemic, disease or accident) or major financial occurrence of national or international consequence (including by way of the COVID-19 pandemic) or any new or change in any law or regulation which, in the sole opinion of the Underwriter, acting reasonably, adversely affects or may adversely affect, the financial markets or the business, operations or affairs of the Company or the market price or value of the securities of the Company; (ii) any inquiry, action, suit, proceeding, or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Company or any one of the officers or directors of the Company or any of its principal shareholders where a material wrong-doing is alleged or any order is made by any federal, provincial, territorial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSXV or securities commission which involves a finding of wrong-doing that seriously adversely affects or may seriously adversely affect the business, operations, or affairs of the Company or the market price or value of the securities of the Company; or (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Company is made or threatened by a securities regulatory authority; or
(c) Breach . The Company is in material breach of any term, condition or covenant of this Agreement that cannot be cured prior to the Closing Date, or any material representation or warranty given by the Company in this Agreement becomes or is false and cannot be cured prior to the Closing Date.
(d) Exercise of Termination Rights. The rights of termination contained in Section 8 may be exercised by the Underwriter and is in addition to any other rights or remedies the Underwriter may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by the Underwriter, there shall be no further liability on the part of the Underwriter to the Company or on the part of the Company to the Underwriter, except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination or under Sections 9 and 13 of this Agreement.

9. Expenses.

Whether or not the sale of the Flow-Through Shares shall be completed, the Company will pay all reasonable expenses and fees and all applicable taxes in connection with the Offering, including, without limitation, all expenses of or incidental to the issue, sale or distribution of the Flow-Through Shares, including all fees and expenses of its legal counsel, the reasonable fees and expenses of legal counsel to the Underwriter (not to exceed $80,000, exclusive of disbursements and taxes), the Underwriter's reasonable

54594010.9

"out-of-pocket" expenses including, but not limited to, any advertising, printing, courier, telecommunications, data search, travel and other expenses incurred by the Underwriter. All reasonable fees and expenses of the Offering (including all applicable taxes) shall be payable by the Company on the Closing Date.

10. Survival of Representations and Warranties.

Except as expressly provided for in this Agreement, all representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Underwriter or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Underwriter and the Purchasers for a period of two years following the Closing Date, other than the representations and warranties relating to any tax matters which shall survive until the sixtieth (60[th] ) day following the date upon which the liability to which any such tax matter may relate is barred by all applicable laws. The representations, warranties, covenants and agreements of the Underwriter herein contained and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect for the benefit of the Company for a period of two years following the Closing Date.

11. Indemnity.

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

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

If for any reason (other than the occurrence of any events itemized in (i) or (ii) above) the foregoing indemnification is unavailable to the Underwriter and/or Affiliates and/or the Personnel or is insufficient to hold them harmless, then the Company shall contribute to the amount paid or payable by the Underwriter, its Affiliates and/or the Personnel as a result of such expenses, losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one

54594010.9

hand and the Underwriter and/or Affiliates and/or Personnel on the other hand, but also the relative fault of the Company and the Underwriter and/or Affiliates and/or Personnel, as well as any relevant equitable considerations; provided that the Company shall, in any event, contribute to the amount paid or payable by the Underwriter, its Affiliates and/or the Personnel as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees and/or commissions received by the Underwriter and/or its Affiliates under this Agreement. In no event, shall the Underwriter and/or Affiliates be responsible for any amount in excess of the amount of the fees and/or commission actually received by the Underwriter and/or Affiliates.

The Company agrees that in case any legal proceeding or investigation shall be brought against or commenced relating to the Company and/or the Underwriter and/or Affiliates and/or the Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, where the Affiliates and/or any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Company by the Underwriter and/or Affiliates and/or Personnel under this Agreement, the Underwriter, the Affiliates and/or the Personnel shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriter, the Affiliates and/or the Personnel for time spent by its Personnel in connection therewith) and out-of-pocket expenses incurred by its Personnel in connection therewith shall be paid by the Company as they occur, provided that, notwithstanding the foregoing, the Underwriter, its Affiliates and the Personnel shall utilize the Company’s counsel unless:

(i) in the opinion of the Underwriters and/or the Affiliates, based on the opinion of counsel, there is an actual, potential or apparent conflict between the interests of such parties and the interests of the Company such that joint representation would be inappropriate;
(ii) the Company has failed, within a reasonable period of time after receipt of notice, to assume the defence of such action or claim; or
(iii) the Company has provided its written consent.

Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriter and/or Affiliates or any of the Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, the Underwriter and/or Affiliates (or any one of them) will notify the Company in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Company, will keep the Company advised of the progress thereof and will discuss with the Company all significant actions proposed. However, any delay or failure by the Underwriter to notify the Company will not relieve the Company of its obligations to indemnify the Underwriter and/or Affiliates or any Personnel, except to the extent that the delay or failure to do so has been prejudicial to the Company or results in any increase in the liability which the Company would otherwise have under this indemnity had the Underwriters not so delayed in giving or failed to give the notice required hereunder.

Neither party shall effect any settlement of any such action or claim or make any admission of liability without the written consent of the other party, such consent to be properly considered and not to be unreasonably withheld. None of the Underwriters or any Affiliates or Personnel shall be liable for any settlement of any legal proceeding, action or claim unless it has consented in writing to such settlement, such consent not to be unreasonably withheld, and unless such settlement includes an unconditional release of the Underwriters and/or Affiliates and/or Personnel from all liability arising out of such claim, action, suit or proceeding.

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

To the extent that a Purchaser would otherwise be covered by this indemnity, this Section 11 shall not apply to such Purchaser if it would cause the Flow-Through Shares of such Purchaser to be "prescribed shares" within the meaning of Section 6202.1 of the regulations to the Tax Act.

(b) Right of Indemnity in Favour of Others. With respect to any Person who may be indemnified by Section 11(a) above and is not a party to this Agreement, the Underwriter shall obtain and hold the rights and benefits of this Section 11 in trust for and on behalf of such Person.

Advertisements. The Company acknowledges and agrees that the Underwriter shall have the right, subject always to Sections 1(a) and (c) and 3(b) of this Agreement, at their own expense, to place such advertisement or advertisements relating to the Offering contemplated herein as the Underwriter may consider desirable or appropriate and as may be permitted by applicable law, including applicable Securities Laws. The Company and the Underwriter each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration requirements of applicable Securities Laws in any of the Provinces of Canada in which the Flow-Through Shares shall be offered or sold not being available.
Underwriter' Commission, Compensation Warrants and Financial Advisory Fee . In consideration of the services to be rendered by the Underwriter in connection with the Offering, the Company shall pay the Underwriter a cash commission equal to 6.0% of the gross proceeds realized by the Company in respect of the sale of the Flow-Through Shares sold pursuant to the Offering (including for certainty on any exercise of the Underwriters’ Option) (the " Commission "). The obligation of the Company to pay the Commission shall arise at the Closing Time. The Company shall also pay a financial advisory fee to the Underwriter who has acted as a financial advisor to the Company in connection with the Concurrent Private Placement.

As additional consideration for the services to be rendered by the Underwriter in connection with the Offering, the Company shall issue to the Underwriter broker warrants (the " Compensation Warrants ") exercisable to acquire the number of Common Shares (the " Compensation Warrant Shares ") as is equal to 6.0% of the aggregate number of Flow-Through Shares issued pursuant to the Offering (including for certainty on any exercise of the Underwriters’ Option). Each Compensation Warrant shall entitle the holder thereof to acquire one Compensation Warrant Share at an exercise price of $0.25 per Compensation Warrant Share until the Compensation Warrant Expiry Time. The obligation of the Company to execute and deliver the Compensation Warrant Certificates shall arise at the Closing Time.

54594010.9

Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a " notice ") shall be in writing addressed as follows:
(a) If to the Company, to it at:

Scottie Resources Corp. 905-1111 West Hastings Street Vancouver, British Columbia V6E 2J3

Attention: Bradley Rourke, President, Chief Executive Officer and Director Email: [REDACTED]

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

DuMoulin Black LLP 10[th] Floor – 595 Howe Street Vancouver, British Columbia V6C 2T5 Attention: Brian Lindsay Email: [REDACTED]

(b) or if to the Underwriter:

Stifel Nicolaus Canada Inc. 145 King Street West, Suite 300 Toronto, Ontario M5H 1J8

Attention: Matthew Gaasenbeek, Managing Director and Co-Head of Investment Banking Canada Email: [REDACTED]

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

Miller Thomson LLP 40 King Street West Toronto, Ontario M5H 3S1 Attention: Adam Kline Email: [REDACTED]

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

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

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No Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriter has acted at arm's length to the Company, the Underwriter has not assumed or will not assume a fiduciary responsibility in favour of the Company with respect to the Offering or the process leading thereto and the Underwriter has no duty or obligation to the Company with respect to the Offering except the obligations expressly set forth in this Agreement; (b) the Underwriter and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (c) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering.
Time of the Essence. Time shall, in all respects, be of the essence hereof.
Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada unless otherwise indicated.
Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.
Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.
Entire Agreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings including, without limitation, the engagement letter between the Company and the Underwriter, dated as of May 10, 2021, as amended May 12, 2021, in respect of the Offering. This Agreement may be amended or modified in any respect by written instrument only.
Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.
Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company, the Underwriter and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.
Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.
Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

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Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.
Counterparts and Email. This Agreement may be executed and delivered in any number of counterparts and by email, each of which so executed and delivered shall constitute an original and all of which taken together shall form one and the same agreement.

[Remainder of Page Intentionally Left Blank]

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

STIFEL NICOLAUS CANADA INC.

Per: (signed) “ Matthew Gaasenbeek ”

Name: Matthew Gaasenbeek Title: Vice Chairman, Managing Director Co-Head of Investment Banking Canada

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

DATED as of this 1st day of June, 2021.

Per: (signed) “ Bradley Rourke ” Name: Bradley Rourke Title: President and Chief Executive Officer

54594010.9

SCHEDULE "A"

DETAILS OF OUTSTANDING CONVERTIBLE SECURITIES

AND RIGHTS TO ACQUIRE SECURITIES

This is Schedule "A" to the underwriting agreement dated as of June 1, 2021 between Scottie Resources Corp. and Stifel Nicolaus Canada Inc.

As at June 1, 2021, the Company has 11,875,000 stock options outstanding, each exercisable to acquire one Common Share, as follows:

		Number of
Number of	Exercise Price	Options Vested
Options	per Option	and Exercisable	Expiry Date
100,000	0.25	25,000	21-May-26
2,100,000	0.25	525,000	19-Apr-26
300,000	0.255	75,000	13-Jan-26
200,000	0.42	200,000	21-Aug-21
3,625,000	0.215	2,718,750	25-May-25
100,000	0.225	75,000	3-Feb-24
2,400,000	0.195	2,400,000	17-Sep-24
1,000,000	0.22	1,000,000	25-Apr-24
1,000,000	0.10	1,000,000	3-Dec-23
600,000	0.255	600,000	8-Mar-23
150,000	0.26	150,000	26-Oct-22
300,000	0.20	300,000	24-May-22
11,875,000		9,068,750

As at June 1, 2021, the Company has 13,690,457 warrants outstanding, each exercisable to acquire one Common Share, as follows:

Number of Warrants	Exercise Price per Share	Expiry Date
132,000	0.34	8-Jun-22
2,200,000	0.34	8-Jun-22
758,457	0.24	14-May-22
600,000	0.30	16-Jan-22
10,000,000	0.30	16-Jan-22
13,690,457

A-1

54594010.9

AI assistant

Scottie Resources Corp. Capital/Financing Update 2021

46847_rns_2021-06-09_6b14c6b5-d1ff-4e61-a143-12b0bd03b8c6.PDF

UNDERWRITING AGREEMENT

Attention: Bradley Rourke President, Chief Executive Officer and Director

DEFINITIONS

TERMS AND CONDITIONS

(e) Follow On Transactions.

General Matters

Flow-Through Tax Matters

Mining and Environmental Matters

Employment Matters

8. Rights of Termination

9. Expenses.

10. Survival of Representations and Warranties.

11. Indemnity.

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STIFEL NICOLAUS CANADA INC.