Docusign Envelope ID: A44DE8EB-B638-41D0-901B-41C6E6DA67A6

FINAL

BUNKER HILL MINING CORP.
and
SILVER VALLEY METALS, CORP.
and
SILVER DOLLAR RESOURCES, INC.
and
SILVER DOLLAR RESOURCES (IDAHO), INC.

ASSET PURCHASE AGREEMENT

October 25, 2025

Docusign Envelope ID: A44DE8EB-B638-41D0-901B-41C6E6DA67A6

PART 1 INTERPRETATION

1.1 DEFINITIONS ... 2
1.2 SCHEDULES ... 8
1.3 INTERPRETATION ... 8
1.4 GOVERNING LAW ... 9
1.5 SEVERABILITY ... 9
1.6 ENTIRE AGREEMENT ... 10
1.7 WAIVER ... 10

PART 2 PURCHASE AND SALE

2.1 PURCHASE ... 10
2.2 CONSIDERATION ... 10
2.3 ASSIGNMENT OF RIGHTS TO THE ASSETS ... 11
2.4 ALLOCATION OF PURCHASE PRICE ... 11
2.5 WITHHOLDING ... 12

PART 3 REPRESENTATIONS AND WARRANTIES OF THE VENDOR

3.1 REPRESENTATIONS AND WARRANTIES OF THE VENDOR ... 12
3.2 OTHER REPRESENTATIONS ... 18
3.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE VENDOR ... 19
3.4 RELIANCE ... 19

PART 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

4.1 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT ... 19
4.2 OTHER REPRESENTATIONS ... 22
4.3 SURVIVAL ... 22
4.4 RELIANCE ... 22

PART 5 COVENANTS

5.1 COVENANTS OF THE VENDOR ... 22
5.2 COVENANTS OF THE PURCHASER AND THE PARENT ... 25
5.3 MUTUAL COVENANTS ... 26
5.4 ALTERNATIVE TRANSACTION ... 27
5.5 FACILITATION OF TRANSACTION ... 28
5.6 TAX MATTERS ... 28
5.7 CONFIDENTIALITY ... 29

PART 6 CLOSING

6.1 CLOSING DATE AND LOCATION ... 31
6.2 CLOSING ... 31
6.3 DELIVERIES BY PURCHASER AND PARENT AT CLOSING ... 31
6.4 DELIVERIES BY VENDOR AT CLOSING ... 32

PART 7 MUTUAL CONDITIONS PRECEDENT

7.1 MUTUAL CONDITIONS PRECEDENT ... 34

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PART 8 PURCHASER'S AND PARENT'S CONDITIONS PRECEDENT 34

8.1 PURCHASER'S AND PARENT'S CONDITIONS 34
8.2 WAIVER 35

PART 9 VENDOR'S CONDITIONS PRECEDENT 35

9.1 VENDOR SUBSIDIARY'S AND VENDOR PARENT'S CONDITIONS 35
9.2 WAIVER 35

PART 10 FURTHER ASSURANCES AND RELATED INDEMNIFICATION 36

10.1 FURTHER ASSURANCES 36
10.2 VENDOR TO HOLD PROJECT INTERESTS IN TRUST AND FACILITATE ACCESS 36
10.3 INDEMNIFICATION OF THE VENDOR 36

PART 11 INDEMNITIES 37

11.1 INDEMNIFICATION OF PURCHASER AND PARENT BY VENDOR PARENT AND VENDOR SUBSIDIARY 37
11.2 CLAIMS UNDER VENDOR'S INDEMNITIES 37
11.3 INDEMNIFICATION OF VENDOR BY PURCHASER AND PARENT 39
11.4 CLAIMS UNDER PURCHASER'S AND PARENT'S INDEMNITIES 39
11.5 SURVIVAL OF INDEMNITIES 41
11.6 TAX CONSEQUENCES 41

PART 12 TERMINATION, AMENDMENT AND WAIVER 41

12.1 TERMINATION 41
12.2 NOTICE OF TERMINATION 42
12.3 EFFECT OF TERMINATION 42
12.4 AMENDMENT 42
12.5 EXTENSION AND WAIVER 42

PART 13 GENERAL 43

13.1 EXPENSES 43
13.2 ARBITRATION 43
13.3 TIME 43
13.4 NOTICES 43
13.5 FURTHER ASSURANCES 44
13.6 ENUREMENT 44
13.7 ASSIGNMENT 44
13.8 COUNTERPARTS 44
13.9 LANGUAGE 44

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SCHEDULE “A” DESCRIPTION OF THE PROJECT LANDS ... A-1
SCHEDULE “B” CONTRACTS ... B-1
SCHEDULE “C” PERMITTED ENCUMBRANCES ... C-1
SCHEDULE “D” FORM OF GOVERNMENT GULCH OPTION ASSIGNEMENT ... D-1
SCHEDULE “E” FORM OF PAGE MINE OPTION ASSIGNMENT ... E-1
SCHEDULE “F” LETTER OF DIRECTION ... F-1
SCHEDULE “G” SHARE SUBSCRIPTION FORM ... G-1

iii -

Docusign Envelope ID: A44DE8EB-B638-41D0-901B-41C6E6DA67A6

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made as of the day of 25 October, 2025.

BETWEEN:

BUNKER HILL MINING CORP., a corporation existing under the laws of the State of Nevada

("Parent" or "Bunker Hill")

AND:

SILVER VALLEY METALS CORP., a company incorporated pursuant to the laws of Idaho, and a wholly-owned subsidiary of BUNKER HILL MINING CORP.

("Purchaser")

AND:

SILVER DOLLAR RESOURCES INC., a corporation existing under the laws of the Province of British Columbia

("Vendor Parent")

AND:

SILVER DOLLAR RESOURCES (IDAHO), INC., a company incorporated pursuant to the laws of Idaho, a subsidiary entity of SILVER DOLLAR RESOURCES INC.

("Vendor Subsidiary")

(Vendor Parent and Vendor Subsidiary may sometimes both be referred to jointly as "Vendor" and both entities shall be bound by the terms and provisions referring to the "Vendor")

WHEREAS:

A. Vendor Subsidiary is the legal and beneficial owner of an undivided 75% interest in the Government Gulch Property and owns a 100% interest in the Assets (as defined herein) and is a wholly owned subsidiary of Vendor Parent;

B. Vendor wishes to sell, and Purchaser wishes to purchase, all of Vendor's interest in the Assets, including the Projects (as defined herein) on the terms and conditions set forth herein (the "Transaction").

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual agreements and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows:

Docusign Envelope ID: A44DE8EB-B638-41D0-901B-41C6E6DA67A6

PART 1 INTERPRETATION

1.1 Definitions

In this Agreement, the words defined above have the meanings ascribed thereto and the following words and phrases shall have the following meanings:

(a) "Aboriginal Claims" means, in respect of the Projects, any and all claims to aboriginal rights or title or interest or treaty rights, and any and all Proceedings in relation thereto whether or not they are: (A) made before, at or after the Closing Date; (B) proven in a court of law; or (C) made in Proceedings; and any duty or obligation to share information with, consult or accommodate or receive consent from any Aboriginal Group;

(b) "Aboriginal Group" means any Indian band, first nation or aboriginal group, house, tribal council or other aboriginal organization;

(d) "Agreement" shall mean this Asset Purchase Agreement, together with the recitals above and the Schedules hereto, as amended, supplemented or otherwise modified from time to time;

(e) "Allocation Methodology" has the meaning ascribed to it in Section 2.4(a) of this Agreement;

(f) "Alternative Transaction" means, other than the transactions contemplated in this Agreement, any offer, proposal or inquiry relating to, or any Person's indication of interest in: (i) the sale, license, disposition, or acquisition of all or a material portion of Assets; or (ii) any merger, consolidation, business combination, take-over bid, statutory arrangement, reorganization, or similar transaction involving the Vendor;

(g) "Assets" means the:

(i) Contracts, including without limitation the Vendor Subsidiary's interest in and to the Government Gulch Agreement and the Page Mine Agreement;

(ii) Technical Information;

(iii) intangibles, licenses and permits used in connection with the Projects; and

(iv) all other legal rights associated with the Projects, including, for greater certainty, the Vendor Subsidiary's undivided 75% interest in the Government Gulch Property;

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(h) "Authorization" means, with respect to any Person, any authorization, order, permit, approval, grant, license, consent, right, franchise, privilege, certificate, judgment, award, determination, direction or decree of any Government Authority, whether or not having the force of law, having jurisdiction over such Person;

(i) "BLM" means the United States Bureau of Land Management;

(j) "Bunker Hill Common Shares" means the common shares in the capital of the Parent;

(k) "Business Day" means any day, other than a Saturday, Sunday or any statutory holiday, when banks are open for business in the cities of Vancouver, British Columbia, Canada and Coeur d'Alene, Idaho, USA;

(l) "Closing" means the completion of the transactions of purchase and sale contemplated in this Agreement;

(m) "Closing Date" means such date as may be agreed to in writing by the Parties as the date on which the Closing shall take place, but in any event not later than the Termination Date;

(n) "Closing Time" means 10:00 a.m. (Vancouver time) on the Closing Date or such other time as may be agreed to in writing by the Parties;

(o) "Code" means the United States Internal Revenue Code of 1986, as amended.

(p) "Consents and Notices" means:

(i) all requirements of any Government Authorities;

(ii) any approvals by any stock exchange, or other regulatory authority including the CSE and TSXV;

(iii) all consents, approvals or notices required to be given to or received from any Person pursuant to a Contract, including without limitation, Purchaser's and Parent's obligations to obtain consent from its lenders under financing documents;

(iv) all filings, registrations or notices to any Government Authority required under Law; and

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(v) the expiration of all notice periods established under Law, established by any Government Authority or established pursuant to any Contract,

necessary to permit the consummation of the transactions contemplated by this Agreement;

(q) "Consideration" means the Payment Shares;

(r) "Contaminants" means any hazardous, toxic, deleterious, polluting or contaminating substance, product, material or waste which alone or in combination are defined, listed, prohibited, controlled or otherwise regulated by Government Authorities or under Environmental Laws, or which could cause harm, adverse effects or impacts, degradation, impairment or damage to the environment or any of its constituent components, or to human health or safety, and includes Hazardous Substances;

(s) "Contracts" means those subsisting agreements, contracts, memorandum of understandings, instruments, leases, permits, licenses (including mining licenses) and other commitments, oral or written, entered into by the Vendor or by which the Vendor is bound, relating to the Projects, as set out in Schedule "B", including, but not limited to, the Purchased Option Agreements;

(t) "Contractual Escrow" has the meaning ascribed to such term in Section 2.2(a)(ii) hereof;

(u) "CSE" means the Canadian Securities Exchange;

(v) "Encumbrance" means any mortgage, easement, right-of-way, encroachment, covenant, condition, right of re-entry, right of possession, lease, license, lien, charge, pledge, assignment, option, claim, title defect, hypothecation, security interest, title retention right, royalty, including any agreement to give any of the foregoing, or other encumbrance of any nature or kind whatsoever;

(w) "Environmental Laws" means all Laws relating to health, safety, protection or preservation of the environment or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, release, transport, sale or handling of Contaminants;

(aa) "Environmental Liabilities" means any and all liabilities in respect of environmental damage, contamination or other environmental problems pertaining to, situated in or on, or caused by or on the Assets or migrating from the Assets to other lands, or that arises from or exists or accrues from or as a result of any activity or operations thereon or related thereto, however and by whomsoever caused, and whether caused by a breach of the applicable Environmental Laws or otherwise, or which occur or arise in whole or in part as a result of events, activities, operations, negligence or any other acts whatsoever, whether arising or incurred before, at or after the Closing. Without limiting the generality of the foregoing, such liabilities shall include those arising from or related to:

(i) surface, underground, air, ground water, surface water or marine environment contamination;

(ii) abandonment and reclamation obligations;

(iii) the restoration, cleanup or reclamation of or failure to restore, cleanup or reclaim any part of the Assets;

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(iv) the breach of applicable Environmental Laws in effect at any time;
(v) the removal of or failure to remove foundations, structures or equipment;
(vi) the release, spill, escape or emission of Contaminants on the Projects or off the Projects; and
(vii) damages and losses suffered by third parties as a result of any of the occurrences in subclauses (i) through (vi) of this definition;

(bb) RESERVED

(cc) "Government Authority" means:

(i) any domestic or foreign, national, federal, provincial, state, regional, municipal, county or other local government;
(ii) any body exercising any statutory, regulatory, expropriation or taxing authority on behalf or under the authority of any of the governments described in (i) above or any Laws, including any ministry, directorate, department, commission, bureau, board, administrative or other agency, regulatory body or instrumentality thereof, including, without limitation, the BLM;
(iii) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority operating under the authority of any of the governments described in (i) above or any Laws; and
(iv) any domestic or foreign judicial, quasi-judicial or administrative court, tribunal, commission, board or panel acting under the authority of any of the governments described in (i) above or any Laws;

(dd) "Government Gulch Agreement" means the option and joint venture agreement dated July 20, 2021 between Blackhawk Exploration, LLC, Organimax Nutrient Corp. and North Idaho Metals Inc., as amended on July 20, 2022, May 22, 2024 and August 7, 2025 and assigned to the Vendor Subsidiary on August 6, 2024;

(ee) "Government Gulch Option Assignment Agreement" means the option assignment agreement in the form attached hereto as Schedule "D" that assigns the Vendor Subsidiary's interest in the Government Gulch Agreement to the Purchaser;

(ff) "Government Gulch Property" means the mineral interests optioned under the Government Gulch Agreement and described under "Government Gulch" of Schedule "A" thereof;

(gg) "Hazardous Substance" means any substance, pollutant or contaminant, that is considered hazardous, deleterious, toxic, noxious, harmful or dangerous, that is defined, referred to in or regulated pursuant to any Environmental Laws;

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(hh) "Judgment" means, any judgment, decree, order, decision, injunction, award or ruling of any Government Authority;

(ii) "Laws" means all domestic or foreign federal, national, provincial, state, regional, municipal, local or other constitutions, treaties, laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, communiqués, policies, voluntary restraints, guidelines, requirements, directives and any Judgments, including general principles of civil or common law, binding on or affecting the Person referred to in the context in which such word is used;

(jj) "Letter of Direction" means the Letter of Direction attached as Schedule "F" hereof;

(kk) "Materially Adverse Effect" means any state of facts which, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, prospects, properties, assets, liabilities, obligations or condition (financial or otherwise), other than any change, effect, event or occurrence: (i) relating to the global economy, political conditions or securities markets in general; (ii) affecting the worldwide mining industry in general (iii) relating to the rate at which Canadian dollars can be exchanged for United States dollars or vice versa (iv) relating to any act of terrorism or any outbreak of hostilities or war (or any escalation or worsening thereof); (v) relating to any natural disaster, outbreaks of illness or other acts of God; or (vi) relating to any generally applicable change in applicable laws or regulations;

(II) "Non-Paying Party" has the meaning ascribed to it in Section 5.6(a)(iii) of this Agreement;

(mm) "Option Assignment Agreements" means the Government Gulch Option Assignment Agreement and the Page Mine Option Assignment Agreement;

(nn) "Page Mine Agreement" means the mineral rights lease and option agreement dated November 18, 2021 between Deadwood Land, LLC, North Idaho Metals Corporation and Silver Valley Metals Corp. and assigned to the Vendor Subsidiary on August 6, 2024;

(oo) "Page Mine Option Assignment Agreement" means the option assignment agreement in the form attached hereto as Schedule "E" that assigns the Vendor Subsidiary's interest in the Page Mine Agreement to the Purchaser;

(pp) "Page Mine Property" means the mineral interests optioned under the Page Mine Agreement and described under "Page Mine" of Schedule "A" hereof;

(qq) "Parties" means the Vendor Parent, the Vendor Subsidiary, the Parent and the Purchaser, and "Party" means any of them;

(rr) "Paying Party" has the meaning ascribed to it in Section 5.6(a)(iii) of this Agreement;

(ss) "Payment Shares" has the meaning ascribed to it in Section 2.2(a) of this Agreement;

(tt) "Permitted Encumbrance" means:

(i) any Encumbrance granted under any Contract listed in Schedule "B"; and
(ii) the Encumbrances listed in Schedule "C";

(uu) "Person" includes an individual, corporation, body corporate, partnership, joint venture,

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association, trust or unincorporated organization or any trustee, executor, administrator or other legal representative thereof or heirs, successors and assigns of such persons as the context may require;

(vv) "Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date;

(ww) "Price Allocation" has the meaning ascribed to it in Section 2.4(a) of this Agreement;

(xx) "Proceeding" means any action, cause of action, suit or proceeding, including appeals or applications for review, before or by any Government Authority, arbitrator or arbitration board or any investigation or inquiry by any Government Authority;

(yy) "Projects" means the Government Gulch Property and the Page Mine Property;

(zz) "Purchased Option Agreements" means the Government Gulch Agreement and the Page Mine Agreement;

(aaa) "Representative" means, as to any Person, such Person's affiliates and its affiliates' respective agents, directors, officers, employees, consultants, advisors (including, without limitation, financial, legal and accounting advisors) and representatives;

(bbb) RESERVED

(ccc) "Securities Laws" means the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of the applicable securities regulatory authority or applicable securities regulatory authorities of, the applicable jurisdiction or jurisdictions in Canada and the United States, collectively, or such other applicable jurisdictions;

(ddd) RESERVED

(eee) "Straddle Period" means any taxable year or period beginning before and ending after the Closing Date;

(fff) "Straddle Period Tax" has the meaning ascribed to it in Section 5.6(a)(iii) of this Agreement;

(ggg) "Tax" means all forms of direct or indirect taxation, duties, levies, charges, fees, withholding (including but not limited to health, welfare, social security, employment and similar payments) and imposts, whether payable directly or indirectly, including Idaho net proceeds of minerals tax, corporate tax, partnership tax (or any other business tax), income tax, value added tax, stamp tax, banking and insurance transactions tax, municipality taxes, social security taxes, customs and other import duties, capital gains tax, withholding tax on securities trading transactions and service arrangements with foreign counterparts, expenses, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the tax liability of any other Person, and including penalties and interest relating to the foregoing or resulting from a failure to comply with any provisions of any enactment relating to any of the foregoing;

(hhh) "Tax Return" means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;

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(iii) "Technical Information" means all exploration and technical information and data in whatever form and however communicated, developed, conceived, originated or obtained in connection with the Projects, including exploration results, drill core and logs, metallurgical samples and test results, engineering studies, mine plans, digital data files, feasibility reports and calculations of mineral reserves and resources, in the possession of, or owned by, the Vendor, but expressly excludes any such information pertaining to any other project or business of the Vendor;

(jjj) "Termination Date" means November 28, 2025;

(kkk) "Transaction Documents" means this Agreement, the Government Gulch Option Assignment Agreement, the Page Mine Option Assignment Agreement and any other documents or certificates delivered in connection therewith;

(lll) "Transfer Taxes" has the meaning ascribed to it in Section 5.6(c) of this Agreement;

(mmm) "Treasury Regulations" means the United States Treasury Regulations promulgated under the Code;

(nnn) "TSXV" means the TSX Venture Exchange;

(ooo) "Vendor's Authorizations" means the authorizations, approvals and consents which are required by the Vendor to complete the transactions contemplated under this Agreement; and

1.2 Schedules

The following are the Schedules to this Agreement and are incorporated into and form an integral part of this Agreement:

Schedule "A" Description of Project Properties
Schedule "B" Contracts
Schedule "C" Permitted Encumbrances
Schedule "D" Form of Government Gulch Option Assignment Agreement
Schedule "E" Form of Page Mine Option Assignment Agreement
Schedule "F" Letter of Direction
Schedule "G" Share Subscription Form

1.3 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided herein:

(a) "this Agreement" means this Agreement, including the recitals and Schedules hereto, as it may from time to time be supplemented or amended;

(b) all references in this Agreement to a designated "Part", "Section", "Subsection", or other subdivision, or to a "Schedule", is to the designated Part, Section, Subsection or other subdivision of or Schedule to this Agreement unless otherwise specifically stated;

(c) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Part, Section, Subsection or other subdivision or Schedule;

(d) the singular of any term includes the plural and vice versa and the use of any term is

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equally applicable to any gender;

(e) the word "or" is not exclusive and the word "including" is not limiting (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto);

(f) all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with generally accepted accounting principles applicable in Idaho and/or the United States, applied on a consistent basis with prior years;

(g) except as otherwise provided, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or regulations;

(h) where the phrase "to the best of the knowledge of" or phrases of similar import are used in this Agreement, it shall be a requirement that the Person in respect of whom the phrase is used shall have made such due enquiries as are reasonably necessary to enable such Person to make the statement or disclosure;

(i) the headings to the Parts, Sections and Subsections of this Agreement are inserted for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof;

(j) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;

(k) the representations, warranties, covenants and agreements contained in this Agreement shall not merge at Closing and shall continue in full force and effect from and after the Closing Date for the applicable period set out in this Agreement;

(l) unless otherwise specifically noted, all references to money in this Agreement are or shall be to money in lawful money of Canada; and

(m) if any action is required to be taken under this Agreement on a day that is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.4 Governing Law

This Agreement shall be construed both in accordance with the laws of the State of Idaho without regard to conflicts of law principles and with the laws of the United States with respect to unpatented mining claims on public land, as administered by the BLM.

1.5 Severability

If an arbitrator, court or other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

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1.6 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written, by and between any of the Parties with respect to the subject matter hereof, including the letter of intent between the Parties dated August 1, 2025.

1.7 Waiver

If any Party breaches any provision of this Agreement, the failure of any other Party to require strict performance shall not constitute a waiver of such breach or otherwise prejudice the other Party from subsequently enforcing the provisions hereof as they relate to the breach in question or any similar or other breach. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar) of this Agreement, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by the Party to be bound thereby.

PART 2 PURCHASE AND SALE

2.1 Purchase

On and subject to the terms and conditions of this Agreement, including the representations, warranties and covenants contained herein, the Vendor agrees to sell, assign, transfer and convey unto the Purchaser and the Purchaser agrees to purchase from the Vendor all of the Vendor's interest in, and all of the Vendor's obligations under, the Assets free and clear of all Encumbrances, other than Permitted Encumbrances.

2.2 Consideration

As consideration for the sale, assignment, transfer and conveyance by the Vendor to the Purchaser of the Assets pursuant to this Agreement, the Purchaser will (subject to standard adjustments at Closing related to, among other things, property taxes) at Closing:

(a) cause the Parent to issue, pursuant to the Letter of Direction, 23,333,334 restricted Bunker Hill Common Shares to the recipients listed in the Letter of Direction, on behalf of the Vendor Subsidiary, on a prospectus and registration exempt basis at a deemed price per share of CAD$0.15 (the "Payment Shares") as validly issued and fully paid and non-assessable shares, free and clear of any Encumbrances (other than pursuant to applicable statutory, TSXV or Contractual Escrow), and shall deliver or cause to be delivered to the Vendor share certificates and/or direct registration statements as directed by the Vendor, representing the Payment Shares;

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(i) the Vendor, the Purchaser and the Parent hereby agree and acknowledge that the Payment Shares shall only be issued pursuant to available exemptions under applicable Securities Laws on a prospectus exempt basis, including, without limitation, exemptions available under National Instrument 45-106 - Prospectus Exemptions. Accordingly, the Payment Shares will be subject to a four-month hold period and will bear the following legend:

"UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS FOUR (4) MONTHS AND A DAY AFTER [THE CLOSING DATE] IN CANADA, AND SIX (6) MONTHS AND A DAY IN THE U.S."

(ii) The Vendor, the Parent and the Purchaser agree and acknowledge that the Payment Shares shall be subject to restrictions or a contractual escrow in accordance with the following release schedule ("Contractual Escrow") and may bear such legends as the Purchaser may deem prudent or necessary in order to comply with such Contractual Escrow:

Release Date	Payment Shares Release to Vendor Parent from Contractual Escrow
6-month anniversary of Closing Date	2,333,333 Shares
9-month anniversary of Closing Date	2,333,333 Shares
12-month anniversary of Closing Date	Balance of the Payment Shares (18,666,668 Shares)

2.3 Assignment of Rights to the Assets

Upon issuance of the Payment Shares, and subject to the restrictions set forth in Subsection 2.2(b) and receipt by the Purchaser of duly executed copies of the Page Mine Option Assignment Agreement and the Government Gulch Option Assignment Agreement in accordance with Section 6.4, all right, title and interest in and to the Assets shall, as between the Parties, be deemed to be transferred to, and held by, the Purchaser notwithstanding any further actions which must be taken by the Parties to effectively transfer title to the Purchaser after Closing. Without limiting the foregoing and for purposes of clarification, the Parties understand and agree that the deed conveying the Government Gulch Property from its underlying owner and the Vendor Subsidiary to Purchaser will be released and recorded at Closing and not upon the release date of the Payment Shares, according to the Contractual Escrow outlined above.

2.4 Allocation of Purchase Price

(a) For all Tax purposes, the value of the Payment Shares shall be allocated among the Assets in a manner consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the "Allocation Methodology"). The Purchaser shall be responsible for preparing a schedule allocating the value of the Payment Shares in accordance with the Allocation Methodology (the "Price Allocation"). The Price Allocation shall be an allocation of the value of the Consideration among the Assets sold by Vendor Subsidiary, as the sole seller and beneficial owner of all the Assets, and for which Vendor Subsidiary is deemed to receive the Consideration in exchange therefor. Within ninety (90) days after the Closing Date, the Purchaser shall forward the proposed Price Allocation to the Vendor for its review and comment. Vendor shall provide any comments on the Allocation to Purchaser within thirty (30) days thereafter, which Purchaser shall consider in good faith.

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(b) Each party agrees to timely file any form required to be filed by applicable Tax Law reflecting the Price Allocation. Neither the Purchaser nor the Vendor shall take any position inconsistent with the Price Allocation in connection with any Tax proceeding, except to the extent that (i) the Purchaser's cost for the Assets may differ from the amount so allocated to the extent necessary to reflect its capitalized acquisition costs not included in the amount realized by the Vendor or (ii) the amount treated as purchase price for the Assets under applicable Law has changed by reason of payments of amounts between Purchaser and Vendor subsequent to the Closing Date that were not previously reflected in the Price Allocation. If any Government Authority disputes the Price Allocation, the Party receiving notice of the dispute shall promptly notify the other Party hereto, and the Parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Price Allocation.

(c) Any indemnification or other payment treated as an adjustment to the Consideration shall be treated as an adjustment to the purchase price for the Assets under applicable Law shall be reflected as an adjustment to the price allocated to a specific asset, if any, giving rise to the adjustment and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Assets in accordance with this Section 2.4.

2.5 Withholding

Notwithstanding anything to the contrary hereunder, Purchaser and each of its agents shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any portion of any payment payable by or as contemplated by this Agreement such Taxes or other amounts as it is required to deduct and withhold with respect to the making of such payment under applicable Laws. To the extent any such amounts are so deducted and withheld, such amounts shall be timely remitted to the appropriate Government Authority and shall be treated for all purposes of this Agreement as having been paid to the applicable Vendor in respect of which such deduction and withholding was made.

PART 3 REPRESENTATIONS AND WARRANTIES

OF THE VENDOR

3.1 Representations and Warranties of the Vendor

To induce the Purchaser and the Parent to enter into and complete the transactions contemplated by this Agreement, each of the Vendor Parent and the Vendor Subsidiary represents and warrants to the Purchaser and the Parent as representations and warranties that are true and correct as at the date of this Agreement and that shall be true and correct on the date of this Agreement and the Closing Date as if such representations and warranties were made on each of the date of this Agreement and the Closing Date (except insofar as such representations and warranties are stated to be given as of a particular date or for a particular period and relate solely to such date or period), as follows:

(a) Incorporation and Status of the Vendor – Each of the Vendor Parent and the Vendor Subsidiary is a body corporate duly formed, organized and validly subsisting under the laws of the jurisdiction of its incorporation or organization and is duly qualified to carry on business in the jurisdictions in which it carries on business or owns the Assets;

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(b) Power and Authority – Each of the Vendor Parent and the Vendor Subsidiary has all necessary corporate power and capacity to enter into this Agreement and all documents and agreements contemplated herein to which each of the Vendor Parent and the Vendor Subsidiary is or becomes a party, to perform its obligations hereunder and thereunder, and to transfer the legal and beneficial title to and ownership of the Assets to the Purchaser, free and clear of all Encumbrances except Permitted Encumbrances. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the Transaction contemplated hereby and thereby, by each of the Vendor Parent and the Vendor Subsidiary has been duly authorized by all necessary corporate action on the part of each of the Vendor Parent and Vendor Subsidiary and no other corporate proceedings on the part of each of the Vendor Parent and the Vendor Subsidiary are necessary to authorize this Agreement and the transactions contemplated hereunder;

(c) Agreement Valid – This Agreement and each Transaction Document has been duly executed and delivered by each of the Vendor Parent and Vendor Subsidiary and constitutes a legal, valid and binding obligation of each of the Vendor Parent and Vendor Subsidiary, enforceable against each of the Vendor Parent and Vendor Subsidiary in accordance with its terms, subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally;

(d) No Violation – The execution and delivery by each of the Vendor Parent and the Vendor Subsidiary of this Agreement and each Transaction Document and performance by each of the Vendor Parent and Vendor Subsidiary of its obligations hereunder and the transactions contemplated hereby, including, but not limited to transferring the legal and beneficial title to and ownership of the Assets to the Purchaser, will not result in:

(i) a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, shot-gun, acceleration or cancellation of or under:

(A) the Vendor Parent's and the Vendor Subsidiary's constating documents or any resolution of its directors, shareholders, managers and members, as applicable;

(B) to the best of the knowledge of the Vendor Parent and the Vendor Subsidiary, any Judgment;

(D) any agreement, arrangement or understanding to which the Vendor Parent and the Vendor Subsidiary is a party or by which it is bound or affected that could reasonably be expected to have a Materially Adverse Effect on the Assets taken as a whole;

(ii) a material breach of any applicable corporate law or Securities Law, subject to the Vendor Parent obtaining approval of the CSE (if applicable); or

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(iii) the creation or imposition of any Encumbrance other than a Permitted Encumbrance;

(e) Consents and Approval – Other than the approval of the CSE (if applicable) or as required under the Purchased Option Agreements, there is no requirement for the Vendor Parent or the Vendor Subsidiary to give or receive any Consents and Notices or obtain any Authorization in order for the Vendor Parent or the Vendor Subsidiary, as applicable:

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

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

(iii) to render this Agreement legal, valid, binding and enforceable against either;

(f) Acts of Bankruptcy – Neither the Vendor Parent nor the Vendor Subsidiary has proposed a compromise or arrangement to its creditors generally, has taken any proceeding with respect to such a compromise or arrangement, has taken any proceeding to have itself declared bankrupt or wound-up, has taken any proceeding to have a receiver appointed in respect of any part of the Assets and, at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property that is material to the Vendor Parent or the Vendor Subsidiary and no petition for a receiving order in bankruptcy is filed against either;

(g) Litigation – Neither the Vendor Parent nor the Vendor Subsidiary is a party to any Proceedings that could materially affect its business, operations, financial condition, or the Assets and, to the best of the knowledge of the Vendor Parent and the Vendor Subsidiary or the Assets, no such Proceedings are contemplated or have been threatened;

(h) Judgments – To the best of the knowledge of the Vendor Parent and the Vendor Subsidiary, there are no Judgments against the Vendor Subsidiary that are unsatisfied;

(i) Compliance with Laws – To the best of the knowledge of the Vendor, the Vendor Subsidiary is not in breach of any Laws which may have a Materially Adverse Effect on the business and operations concerning the Assets and has not received any notice or claim of any alleged breach or violation of any Laws;

(j) Accuracy of Books and Records – All material transactions of the Vendor Parent and the Vendor Subsidiary related to the Assets have been properly recorded in the Vendor's books and records in all material respects;

(k) Assets – The Vendor Subsidiary directly owns all interest in and to and has good and marketable title to the Assets, free and clear of all Encumbrances, adverse claims, interests of others and demands of any nature or kind whatsoever recorded or unrecorded other than Permitted Encumbrances, and the Assets are sufficient for the continued operation of the Projects in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to continue the Projects;

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(I) Rights of Assets – The Vendor Subsidiary has the exclusive right to possess, use, occupy and dispose of the Assets, subject only to the rights of other parties to the Contracts and the rights of Government Authorities pursuant to any lease, registration permit or license listed in Schedule “B” of this Agreement;

(m) Mineral Rights – Schedule “A” contains accurate descriptions of all real property, surface rights, mineral rights, mineral claims, mining leases, real property, easements, rights-of-way and other mineral or property interests of the Projects in respect of which the Vendor Subsidiary is the beneficial, legal and/or registered owner or has an ownership, leasehold, option, or other interest. The Vendor Subsidiary is the legal and beneficial owner of an undivided 75% interest in the Government Gulch Property free and clear of all Encumbrances, adverse claims, interests of others and demands of any nature or kind whatsoever recorded or unrecorded, except for the Permitted Encumbrances;

(n) Water Rights – The Vendor Subsidiary does not hold any water rights on or in respect of the Projects and, to the best of the knowledge of the Vendor Parent and the Vendor Subsidiary, except for water sources that have been designated by applicable governmental authorities for domestic supply, no third parties have acquired any surface or underground water and water rights or ditch and ditch rights, well and well rights, reservoir and reservoir rights, stock or interests in irrigation or ditch companies appurtenant to the Projects, and no rights to water for use at or in connection with the Projects or the mining of minerals from the Projects have been leased, transferred or disposed of to any party by the Vendor Subsidiary and no party has provided notice to the Vendor Parent or the Vendor Subsidiary that they have or are entitled to any such water rights from the Projects;

(o) Leases – Neither the Vendor Parent nor the Vendor Subsidiary is party to nor bound by any leases of real property or mineral rights connected with the Projects other than those described in Schedule “B”, and all such leases (x) are in good standing, (y) are valid and effective in accordance with their respective terms, and (z) have had all material payments required to be paid by the Vendor Subsidiary under such leases duly paid. Further, there is not, under any of the leases listed in Schedule “B”, any existing material default or event of default (or event which with notice or lapse of time, or both would constitute a material default; or would constitute a basis of force majeure or other claim of excusable delay or non-performance) of the Vendor Parent and the Vendor Subsidiary and, to the best of the knowledge of the Vendor Parent and the Vendor Subsidiary, no other Person is in default thereunder and no event has occurred that is reasonably likely to result in the revocation or withdrawal of any such rights;

(p) Status of the Projects –

(i) All interests comprising the Projects that are required to be recorded under applicable Law have been duly and validly issued and recorded, and the Projects are presently in good standing under applicable Law, and, there is no pending or threatened claim in respect of the Projects or the Vendor Subsidiary’s interest in or to the Projects, provided that the Vendor Subsidiary’s 75% interest in and to the Government Gulch Property has not yet been recorded in the records of the applicable Government Authority in Idaho, but will be completed pursuant to a recorded deed or deeds (in forms satisfactory to Purchaser) before Closing as a condition precedent to Purchaser’s obligations to purchase the Assets hereunder.

(ii) The Purchased Option Agreements are presently in good standing and the Vendor has not received any notice of default thereunder, and to the best knowledge of

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Vendor, no default exists that would constitute an event of default with notice and/or the passage of time;

(iii) Other than as disclosed in Schedule "B", neither the Vendor Parent nor the Vendor Subsidiary is obligated under any forward sale contract with respect to minerals produced or producible from the Projects under which sales proceeds are paid by the purchaser in advance of delivery;

(iv) All filings and Tax or other payments required to maintain the Projects are in good standing and have been properly and timely recorded, paid and filed with the appropriate Government Authorities; and

(v) There has been no act or omission by the Vendor Parent or the Vendor Subsidiary which could result, whether by notice or lapse of time or both, in the breach, termination, abandonment, forfeiture, relinquishment or other premature termination of the Vendor Subsidiary's interest in the Projects or its ownership interest in and to the Projects or any rights of the Vendor Subsidiary with respect thereto.

(q) No Adverse Claims – Except for Permitted Encumbrances, there are no adverse claims or challenges to or against the Vendor Subsidiary's ownership of interest in or title to the Assets or the validity thereof, nor, to the best of the knowledge of the Vendor Parent and the Vendor Subsidiary, is there any basis therefor. Neither the Vendor Parent nor the Vendor Subsidiary has received notice from any Person claiming rights on interests in or to the Assets or an Encumbrance on the Assets and there are no outstanding agreements or rights or options to acquire or purchase the Assets or any portion thereof and no Person, firm or corporation has any proprietary or possessory interest in the Assets other than the Vendor Subsidiary, and no Person is entitled to any royalty or other payment in the nature of rent or royalty on any mineral products therefrom other than the Permitted Encumbrances;

(r) Possession – No Person, other than the Vendor Subsidiary or the parties to the Purchased Option Agreements, is entitled to be in possession, including any mortgagee, of the whole or any part of the Assets as contemplated under applicable Laws;

(s) Encroachments – The Vendor Subsidiary has not received any notices from any Person that buildings or equipment located on the Projects (if any) infringe or encroach upon the rights of such Person or that such Person has any rights to any concessions lying within the concession boundaries of the Projects and they are not aware of any such infringements or encroachments or rights to such concessions;

(t) Contracts –

(i) Contracts – Except for the contracts described in Schedule “B,” the Vendor Parent and the Vendor Subsidiary are not parties to any Contract related to the Projects;

(ii) Contracts Assignable – Other than the Purchased Option Agreements, all of the Contracts are assignable to the Purchaser. Upon due execution of the Option Assignment Agreements, the Purchased Option Agreements will be assignable to the Purchaser; and

(iii) Copies of Agreements – True, correct and complete copies of all Contracts and assignments with respect to same have been delivered to the Purchaser;

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(u) Insurance –

(i) Insurance – All policies of insurance related to the Projects maintained by the Vendor Parent and the Vendor Subsidiary are in good standing; and

(ii) Outstanding Claims – To the best of the knowledge of the Vendor Parent and the Vendor Subsidiary, no threatened or actual material claims against or under any insurance policies of the Vendor Parent or the Vendor Subsidiary providing coverage of the Projects have been made, except for claims that have been settled, satisfied or otherwise terminated, with no remaining liability to the Vendor Parent or the Vendor Subsidiary;

(v) Environmental Laws – To the best of the knowledge of the Vendor Parent and the Vendor Subsidiary, the Vendor Subsidiary is, with respect to the Projects and the Assets, in material compliance with all Environmental Laws relating to the protection of the environment, occupational health and safety and the processing, use, treatment, storage, disposal, discharge, transport or handling of any Contaminants;

(w) Environmental Compliance Notice – The Vendor Subsidiary has not at any time, with respect to the Projects or the Assets:

(i) received any written notice, written notice of default, order, summons, or notice of Judgment or commencement of Proceedings related to any material violation, breach, liability or remedial action (or alleged material breach, liability or remedial action) arising under Environmental Laws that could reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect on the Assets; or

(ii) given any written undertakings with respect to remedying any known breach of, or liability under, Environmental Laws that have not been duly performed that could reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect on the Assets;

(x) No Option – There is no written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming an agreement, for the purchase of the Assets, other than this Agreement; and

(y) Tax Matters –

(i) General – The Vendor Subsidiary has filed (taking into account any valid extensions) all Tax Returns with respect to the Assets required to be filed by the Vendor Subsidiary for any Tax periods prior to Closing, which Tax Returns are true, correct and complete in all respects, and has paid all Taxes that are due and payable irrespective of whether or not shown as owing on the relevant Tax Return. The Vendor Subsidiary is not currently the beneficiary of any extension of time within which to file any Tax Return with respect to the Assets other than automatic, six-month extensions. The Vendor Subsidiary has withheld and paid all Taxes with respect to the Assets that are required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, stockholder, or other third party.

(ii) Encumbrances – There are no Encumbrances for Taxes upon any of the Assets nor is any taxing authority in the process of imposing any Encumbrances for Taxes on any of the Assets (other than Encumbrances for current Taxes not yet due and

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payable).

(iii) Not a Foreign Person – The Vendor Subsidiary is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. The Vendor Subsidiary is the sole seller and beneficial owner of all the Assets, and Purchaser will not be required to withhold from the Consideration payable pursuant to this Agreement by reason of Section 1445 of the Code.

(iv) Classification – The Vendor Subsidiary is classified as an association taxable as a corporation for U.S. federal and state income tax purposes.

(v) No Waivers – The Vendor Subsidiary has not executed any outstanding waiver of any statute of limitations on or extension of the period for the assessment or collection of any Tax with respect to the Assets.

(vi) No Audit or Proceeding – There is: (i) no audit or other examination of any Tax Return of the Vendor Subsidiary in progress, pending or threatened in writing, nor has the Vendor Subsidiary been notified of any request for such an audit or other examination; (ii) no written claim that has ever been made by a Tax authority in a jurisdiction where the Vendor Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, and (iii) no written claim that has ever been made for the assessment of collection of Taxes that has been asserted against the Vendor Subsidiary that has not been resolved in full, in each case of clauses (i), (ii) and (iii), with respect to the Assets.

(vii) Tax Assessments – All deficiencies asserted, or assessments made, against the Vendor Subsidiary as a result of any examinations by any taxing authority with respect to the Assets have been fully paid.

(viii) Reportable Transactions – The Vendor Subsidiary is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011 4(b).

(ix) No Private Letter Ruling – The Vendor Subsidiary has not requested a private letter ruling, administrative relief, technical advice, or other request from a Government Authority that relates to Taxes or Tax Returns with respect to the Assets.

3.2 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of the Vendor Parent and Vendor Subsidiary pursuant hereto or in connection with the transactions contemplated by this Agreement shall be deemed to be representations and warranties by the Vendor Parent and Vendor Subsidiary hereunder.

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3.3 Survival of Representations and Warranties of the Vendor

The representations and warranties of the Vendor Parent and the Vendor Subsidiary set out in Section 3.1 shall survive the Closing and the payment of the Consideration and shall continue in full force and effect for a period of 24 months following the Closing, subject to applicable limitation periods imposed by Law.

3.4 Reliance

The Vendor Parent and the Vendor Subsidiary acknowledge and agree that the Purchaser and the Parent have entered into this Agreement relying on the warranties and representations, covenants and other terms and conditions of this Agreement, notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Purchaser or the Parent and that no information which is now known or should be known or which may hereafter become known to the Purchaser or the Parent or each of their respective officers, directors, members, managers or professional advisers shall limit or extinguish the right to indemnification hereunder.

PART 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

4.1 Representations and Warranties of the Purchaser and the Parent

In order to induce the Vendor Parent and the Vendor Subsidiary to enter into and to consummate the transactions contemplated by this Agreement, each of the Purchaser and the Parent represents and warrants to the Vendor Parent and the Vendor Subsidiary as representations and warranties that are true and correct as at the date of this Agreement and that will be true and correct on each of the date of this Agreement and the Closing Date as if such representations and warranties were made on each of the date of this Agreement and the Closing Date (except insofar as such representations and warranties are stated to be given as of a particular date or for a particular period and relate solely to such date or period), as follows:

(a) Incorporation and Status – Each of the Purchaser and the Parent is a body corporate duly formed, organized and validly subsisting under the laws of the jurisdiction of its incorporation or organization and is duly qualified to carry on business in the jurisdictions in which it carries on business;

(b) Power and Authority – Each of the Purchaser and the Parent has all necessary corporate power and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or becomes a party, to perform its obligations hereunder and thereunder, and for the Purchaser to acquire legal and beneficial title to and ownership of the Assets from the Vendor Subsidiary. The execution and delivery of this Agreement by the Purchaser and the Parent has been duly authorized by all necessary corporate action on the part of the Purchaser and the Parent and no other corporate proceedings on the part of the Purchaser or the Parent is necessary to authorize this Agreement and the transactions contemplated hereunder;

(c) Agreement Valid – This Agreement and the Transaction Documents have been duly executed and delivered by the Purchaser and the Parent and constitute the legal, valid and binding obligation of the Purchaser and the Parent, enforceable against the Purchaser and the Parent in accordance with their terms, subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies

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and/or interests of creditors generally;

(d) No Violation – The execution and delivery by the Purchaser and the Parent of this Agreement and the Transaction Documents and performance by the Purchaser and the Parent of their obligations hereunder and the transactions contemplated hereby, including, but not limited to, acquiring the legal and beneficial title to and ownership of the Assets from the Vendor Subsidiary, will not result in:

(i) a violation or breach of any provision of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, shot-gun, acceleration or cancellation of or under:

(A) the Purchaser's or the Parent's constating documents or any resolution of its directors, shareholders, managers and members, as applicable; or
(B) any agreement, arrangement or understanding to which the Purchaser or the Parent is a party or by which it or its properties is bound or affected that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect on the Purchaser's and Parent's ability to consummate the Transaction; or

(ii) a material breach of any applicable corporate or Securities Law;

(e) Consents and Approval – Other than the approval of the TSXV, there is no requirement for the Purchaser or the Parent to give or receive any Consents and Notices or obtain any Authorization in order for the Purchaser and the Parent:

(i) to consummate the transactions contemplated by this Agreement;
(ii) to execute and deliver this Agreement and all of the documents and instruments to be delivered by either the Purchaser or the Parent under this Agreement; or
(iii) to render this Agreement legal, valid, binding and enforceable against it;

(f) Acts of Bankruptcy – Each of the Purchaser and the Parent has not proposed a compromise or arrangement to its creditors generally, has not taken any proceeding with respect to such a compromise or arrangement, has not taken any proceeding to have itself declared bankrupt or wound-up, has not taken any proceeding to have a receiver appointed of any part of its assets and, at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property that is material to the Purchaser or the Parent and no petition for a receiving order in bankruptcy is filed against either;
(g) Litigation – Each of the Purchaser and the Parent is not a party to any Proceedings that could materially affect its ability to consummate the Transaction, and, to the best of the knowledge of the Purchaser and the Parent, no such Proceedings are contemplated or have been threatened;

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(h) Judgments – To the best of the knowledge of the Purchaser and the Parent, there are no Judgments against the Purchaser or the Parent that are unsatisfied;

(i) Compliance with Laws – Each of the Purchaser and the Parent is in material compliance with all applicable Laws and has not received any notice of any alleged breach or violation of any such Laws;

(j) Listing of Payment Shares – The Bunker Hill Common Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in any securities of the Parent or prohibiting the sale or issuance of the Payment Shares or the trading of any of the Parent's issued securities has been issued and no (formal or informal) proceedings for such purposes have been threatened or, to the knowledge of the Parent, are pending.

(k) Regulatory Matters – The Parent is a “reporting issuer” under the securities laws of the United States and each of the provinces of British Columbia, Alberta, and Ontario, Canada and is not noted as being in default on the list of reporting issuers maintained under the securities legislation in such provinces, and in particular, without limiting the foregoing, the Parent is in material compliance with its disclosure obligations under Securities Laws and, except with respect to this Agreement and the transactions contemplated herein, there is no material change relating to the Parent which has occurred and with respect to which the requisite material change report has not been filed with the applicable securities regulators. All material filings and fees due and payable by the Parent pursuant to securities laws and general corporate law have been made and paid. The Parent has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer, and has not received any notification from a securities regulator seeking to revoke the reporting issuer status of the Parent.

(l) Resale of Shares – The Payment Shares will be subject to Contractual Escrow and a statutory hold period in accordance with Sections 2.2(a)(i) and 2.2(a)(ii) hereof and will bear legends accordingly.

(m) Issue of Payment Shares – The execution of this Agreement and the issue of the Payment Shares, pursuant to the Letter of Direction, by the Parent to the recipients set out in the Letter of Direction, will be exempt from the registration and prospectus requirements of Securities Laws;

(n) Issue of Payment Shares is Valid – All necessary corporate action has been taken or will have been taken prior to Closing to authorize the issue and the delivery of the Payment Shares at Closing, pursuant to the instructions set out in the Letter of Direction, and the Payment Shares will be validly issued as fully paid and non-assessable shares. The issuance of the Payment Shares is subject to receipt of the Share Subscription Form attached hereto and incorporated herein by reference as Schedule “G” hereof. As of the date hereof, there are 1,365,461,897 Bunker Hill Common Shares issued and outstanding, options to purchase an aggregate of 1,114,086 Bunker Hill Common Shares, warrants to purchase an aggregate of 684,290,068 Bunker Hill Common Shares, Restricted Stock Units (“RSUs”) in an aggregate of 11,627,301, compensation options consisting of the right to purchase an aggregate of 2,070,258 Bunker Hill Common Shares, plus an aggregate of 2,070,258 common share purchase warrants, exercisable into an aggregate of 2,070,258 shares of Bunker Hill Common Shares, and compensation options to purchase an aggregate of 25,845,480 Bunker Hill Common Shares. At the Closing Time, all conditions required for the conditional listing of the Payment Shares on the TSXV will have been fulfilled (subject to standard post-Closing filings with the TSXV); and

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(o) No Cease Trade Order – No order ceasing or suspending trading in the securities of the Parent nor prohibiting the sale of such securities has been issued to or in respect of the Parent or its directors, officers or promoters and to the best of the knowledge of the Parent, no investigations or proceeding for such purposes are pending or threatened.

4.2 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of the Purchaser or the Parent pursuant hereto or in connection with the transactions contemplated by this Agreement shall be deemed to be representations and warranties by the Purchaser and the Parent hereunder.

4.3 Survival

The representations and warranties of the Purchaser and the Parent hereunder shall survive the Closing and the purchase of the Assets, and, notwithstanding the Closing and the purchase of the Assets, the representations and warranties of the Purchaser and the Parent shall continue in full force and effect for the benefit of the Vendor Parent and the Vendor Subsidiary for a period of 24 months following the Closing.

4.4 Reliance

The Purchaser and the Parent acknowledge and agree that the Vendor Parent and the Vendor Subsidiary have entered into this Agreement relying on the warranties and representations, covenants and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Vendor Parent or the Vendor Subsidiary and that no information which is now known or should be known or which may hereafter become known to the Vendor Parent or the Vendor Subsidiary or their professional advisers shall limit or extinguish the right to indemnification hereunder.

PART 5 COVENANTS

5.1 Covenants of the Vendor

Each of Vendor Subsidiary and Vendor Parent hereby covenants and agrees that, during the period from the date of this Agreement to the Closing Time, the Vendor shall do the following:

(a) Access – Permit the Purchaser and the Parent and each of their employees, agents, technical and professional advisors and other representatives, between the date hereof and the Closing Date, upon reasonable advance notice to the Vendor of such proposed access, to have reasonable access during normal business hours, without interruption to any business being carried out by the Vendor on the premises, to the premises and such employees, for the purposes of accessing and reviewing the Technical Information and the Assets of the Vendor, and shall furnish, and require that the Vendor's principal bankers, independent auditors, counsel, technical advisors and other advisors furnish, to the Purchaser and the Parent, such financial, technical and operating data and other information with respect to the Assets, as the Purchaser and Parent shall from time to time reasonably request to enable confirmation of the matters represented and warranted in Part 3 and to keep generally informed as to the Projects;

(b) Confer – Confer on a regular basis with the Purchaser and the Parent with respect to operational matters concerning the Projects and promptly advise the Purchaser and the Parent, orally and in writing, of any materially adverse change in respect of the Assets,

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including without limitation any Proceedings (or communications indicating that Proceedings may be contemplated) in any way involving or relating to the Assets);

(i) conduct its business relating to the Projects in the ordinary and usual course consistent with past practices and in conformance with good mining practices standard in the mining industry; and
(ii) not, without the prior written consent of the Purchaser and the Parent:

(A) transfer, sell, consume or otherwise dispose of the Assets;
(B) enter into, modify, amend or terminate any Contracts or Authorizations related to the Projects or incur any liability, except in the ordinary course of business and which is not material;
(C) appoint or permit the appointment of a liquidator, receiver, trustee in bankruptcy, or similar official in respect of any of the Assets; or
(D) request an order by a Government Authority for the winding-up or dissolution of the Vendor;

(d) Continue Insurance – Use its commercially reasonable efforts to maintain all existing policies of insurance on the Assets;
(e) Comply with Laws – Comply with all Laws, including Environmental Laws, and all Authorizations, governing or affecting the Assets;
(f) Pay Liabilities – Pay and discharge all liabilities or obligations of the Vendor related to the Projects in the ordinary and usual course of business consistent with past business practice, except for such liabilities or obligations as may be contested in good faith;
(g) No Breach – Not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of or render untrue any representation, warranty, covenant, agreement, term or other obligation of the Vendor contained herein;
(h) Consents, Notices and Authorizations – Use commercially reasonable efforts to ensure that all Consents and Notices have been received or given; and those Consents and Notices which have already been received or given be maintained effective, as the case may be, prior to the Closing Date and that all Authorizations required to permit the Purchaser to carry on the Projects as currently carried on have been obtained prior to the Closing Date, all in form and substance satisfactory to the Purchaser, acting reasonably;
(i) Preserve Business – Use commercially reasonable efforts to preserve intact the Assets, and carry on the business and the affairs of the Projects as currently conducted, in each case in all material respects;
(j) Notice of Material Developments – Notify the Purchaser and the Parent as soon as the Vendor Parent and the Vendor Subsidiary have determined that a state of facts exists which results in, or can reasonably be expected to result in:

(i) any representation or warranty of the Vendor Parent and the Vendor Subsidiary set

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forth in this Agreement being untrue or incorrect in any material respect;

(ii) the breach of any covenant of the Vendor Parent and the Vendor Subsidiary set forth in this Agreement;

(iii) the non-fulfillment of any condition for the benefit of the Purchaser and the Parent set forth in this Agreement;

(iv) any material change in the business, operations, Assets, liabilities, ownership, capital or financial position or condition of the Vendor related to the Assets, or change in a material fact that has a Materially Adverse Effect on, or would reasonably be expected to have a Materially Adverse Effect on, the Assets, except for the transactions contemplated by this Agreement;

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

(vi) any notice or other communication from any Government Authority in connection with this Agreement, the Assets, the Projects, or the Transaction (and contemporaneously provide a copy of any such notice or communication to the Purchaser and the Parent); or

(vii) any legal or regulatory proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such Party or that relate to this Agreement, the Assets, the Projects, or the Transaction;

(k) Necessary Steps – Take all actions, steps and proceedings that are necessary or desirable to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement;

(l) Regulatory Approvals – Use commercially reasonable efforts to execute all undertakings and comply with all requirements of the applicable Securities Laws, the CSE, the TSXV, the BLM, the county and state in which the Projects are located, and any other Persons or Government Authority, which may be necessary or reasonable to obtain the necessary approvals under applicable laws and stock exchange requirements to the transactions contemplated hereunder;

(m) Representations and Warranties – Use commercially reasonable efforts to ensure that, immediately prior to the Closing Time, the representations and warranties of the Vendor Parent and the Vendor Subsidiary set out in this Agreement will be true and correct in all material respects; and

(n) Correspondence with Government Authorities – Provide the Purchaser and the Parent, as soon as practicable after receipt or delivery of same, with copies of all written correspondence to and received from any Government Authority with respect to the Projects.

Notwithstanding anything set out in this Section 5.1, the Vendor may refrain from taking any action required to be taken by, or take any action restricted by, this Section 5.1 with the prior written

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consent of the Purchaser and the Parent.

5.2 Covenants of the Purchaser and the Parent

Each of the Purchaser and the Parent covenants and agrees with the Vendor Parent and the Vendor Subsidiary that during the period from the date of this Agreement to the Closing Time, the Purchaser and the Parent shall do the following:

(a) Notice of Material Developments – Notify the Vendor Parent and the Vendor Subsidiary as soon as the Purchaser or the Parent or any of their directors, officers, employees, agents or technical and professional advisors have determined that a state of facts exist which results in, or will result in:

(i) any representation or warranty of the Purchaser or the Parent set forth in this Agreement being untrue or incorrect in any material respect;

(ii) the breach of any covenant of the Purchaser or the Parent set forth in this Agreement;

(iii) the non-fulfillment of any conditions for the benefit of the Vendor set forth in this Agreement; or

(iv) any material change in the business, operations, assets, liabilities, ownership, capital or financial position of the Purchaser or the Parent, or change in a material fact that has a Materially Adverse Effect on, or would reasonably be expected to have a Materially Adverse Effect on, the Purchaser's or Parent's ability to consummate the Transaction;

(b) Necessary Steps – Take all necessary actions, steps and proceedings to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement;

(c) No Breach – Not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of or render untrue any representation, warranty, covenant, agreement, term or other obligation of the Purchaser or the Parent contained herein;

(d) Consents, Notices and Authorizations – Use commercially reasonable efforts to ensure that all Consents and Notices have been received or given; and those Consents and Notices which have already been received or given to be maintained effective, as the case may be, prior to the Closing Date;

(e) Preserve Business – Use commercially reasonable efforts to carry on the business and operations of the Purchaser and the Parent as currently conducted;

(f) Regulatory Approvals – Use commercially reasonable efforts to assist the Vendor to obtain and comply with all requirements of any Persons or Government Authority, which may be necessary or reasonable to obtain the necessary approvals under applicable Laws to the transactions contemplated hereunder;

(g) Representations and Warranties – Use commercially reasonable efforts to ensure that, immediately prior to Closing Time, the representations and warranties of the Purchaser and the Parent set forth in this Agreement will be true and correct in all material respects; and

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(h) Reversion Right – If the Purchaser decides it will not:

(i) satisfy its obligations or exercise the option under the Page Mine Agreement prior to such default or expiration of such option thereunder, as the case may be,

(in each case, an "Abandoned Option Agreement")

then the Purchaser will notify the Vendor Parent within 90 days' notice of such intended default or option expiration, as the case may be, and use commercially reasonable efforts to negotiate an assignment of such Abandoned Option Agreement back to the Vendor Parent or an affiliate thereof, subject to the consent of Deadwood Land, LLC.

(i) Page Mine Anniversary Payment – In the event that the 2025 Rental Payment (as that term is defined under the Page Mine Agreement) in respect of the Page Mine Property, which is payable within five (5) business days of November 18, 2025 (the “2025 Rental Payment”), becomes due prior to Closing, then the Purchaser will pay the 2025 Rental Payment to Deadwood Land, LLC on or prior to such due date and, for the avoidance of doubt, the Vendor shall have no obligation to make or reimburse any portion of such payment.

5.3 Mutual Covenants

Each of the Parties covenants and agrees that, as applicable, during the period from the date of this Agreement to Closing Time, such Party shall:

(a) Satisfy Conditions – Use all commercially reasonable efforts to satisfy or cause the satisfaction of the mutual conditions precedent that are set out in Part 7 (and in the case of the Vendor Parent and the Vendor Subsidiary, the conditions precedent that are set out in Part 8, and in the case of the Purchaser and the Parent, the conditions precedent that are set out in Part 9) and to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to:

(i) ensure that all Consents and Notices are given or received; and those Consents and Notices which have already been received or given be maintained effective, as the case may be;

(ii) there shall have been no action taken under any Law or by any government or Government Authority which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the transactions contemplated in this Agreement;

(b) Cooperation – Use all commercially reasonable efforts to cooperate with each other Party in connection with the performance by the other Party of its obligations under this Part 5; and

(c) Other Actions – Use all commercially reasonable efforts to ensure compliance with all the conditions in Parts 7, 8 and 9.

5.4 Alternative Transaction

The Vendor hereby covenants that, from the date hereof until the earlier of: (i) the Closing Time;

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(ii) this Agreement having been terminated pursuant to and in accordance with Part 12; and (iii) the Termination Date, it will:

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

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

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

5.5 Facilitation of Transaction

Without limiting Section 5.4, each of the Vendor, the Purchaser and the Parent will use commercially reasonable efforts to satisfy each of the conditions precedent to be satisfied by it and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws, including applicable Securities Laws, to permit the completion of the Transaction in accordance with the provisions of this Agreement, the Purchased Option Agreements and other applicable agreements and instruments, and to consummate and make effective all other transactions contemplated in and by this Agreement, Purchased Option Agreements and other applicable agreements and instruments, and each will cooperate with each other, to the extent applicable, in connection with the foregoing, including:

(a) executing and delivering the applicable Transaction Documents on or before the first Business Day preceding the Closing Date;

(b) using commercially reasonable efforts to provide notice to, and obtain all necessary Consents and Authorizations, the failure of which to obtain would prevent the Parties from effecting the Transaction or would result in a Materially Adverse Change to the Vendor, the Purchaser or the Parent;

(c) using commercially reasonable efforts to effect or cause to be effected all necessary registrations and filings and submissions of information requested of it by any Government Authority, the failure of which to obtain would prevent the Parties hereto from effecting the Transaction or would result in a Materially Adverse Change to the Vendor, the Purchaser or the Parent;

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

(e) cooperating with each other in connection with any lawsuits or legal proceedings brought

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against any party or any affiliate thereof challenging this Agreement, the completion of the Transaction and keeping each other informed of any material information that becomes known to them in connection therewith;

(f) complying promptly with all requirements imposed by Law on its or its subsidiaries with respect to this Agreement and the Purchased Option Agreements, as applicable; and

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

5.6 Tax Matters

(a) Tax Returns –

(i) Subject to Section 5.6(a)(iii) below, the Vendor Subsidiary shall be responsible for the preparation and filing of all Tax Returns of the Vendor Subsidiary (including Tax Returns required to be filed after the Closing), including any Tax Returns that include or relate to Vendor Subsidiary's use or ownership of the Assets for any Pre-Closing Tax Period.

(ii) Purchaser shall be responsible for the preparation and filing of all Tax Returns it is required to file with respect to its ownership or use of the Assets attributable to taxable periods (or portions thereof) commencing after the Closing.

(iii) In the case of any real or personal property taxes (or other similar Taxes) attributable to the Assets for a Straddle Period (a "Straddle Period Tax"), the amount of such Straddle Period Taxes allocated to the Pre-Closing Tax Period for which the Vendor Subsidiary shall have sole responsibility shall, for Taxes based upon income, receipts, payroll or the sale or transfer of property, be determined as if a closing of the books were to occur as of the end of the Closing Date, and for all other Taxes, be the amount of such Taxes for the relevant period multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of the period up to and including the Closing and the denominator of which shall be the number of calendar days in the entire period. The party required by law to pay any such Straddle Period Tax (the "Paying Party") shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by law and shall timely pay such Straddle Period Tax. The Paying Party shall provide the other party (the "Non-Paying Party") with written notice and proof of payment, and within ten (10) Business Days of receipt of such notice and proof of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party's share of such Straddle Period Taxes.

(b) Cooperation – The Purchaser and Vendor Subsidiary agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Assets, including access to books and records, as is reasonably necessary for the filing of all Tax Returns by the Purchaser or Vendor Subsidiary, the making of any election relating to Taxes, the preparation for any audit by any Tax authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax.

(c) Transfer Taxes – The Vendor Subsidiary shall be responsible for, and shall pay when due, 100% of any sales, use, value-added, gross receipts, excise, registration, stamp duty, transfer or other similar taxes or governmental fees (including any interest or penalties

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related thereto) that may be payable in connection with the sale or purchase of the Assets (the "Transfer Taxes"). The Parties shall cooperate, to the extent reasonably requested and permitted by Law, in minimizing any such Transfer Taxes, including but not limited to the transfer by remote electronic transmission of all Assets capable of being so transmitted. The party required by law to file a Tax Return with respect to such Transfer Taxes shall do so within the time period prescribed by law and shall pay the Transfer Taxes due therewith; provided that, to the extent such party is the Purchaser, the Vendor Subsidiary shall promptly reimburse the Purchaser for the Transfer Taxes so paid by Purchaser upon receipt of notice that such Transfer Taxes have been paid, consistent with this Section 5.6(c).

5.7 Confidentiality

(a) The Purchaser and the Parent covenant and agree with the Vendor Parent and the Vendor Subsidiary that the Purchaser and the Parent shall hold in confidence, up to the Closing Time, all Technical Information which is disclosed by the Vendor Parent or the Vendor Subsidiary to the Purchaser or the Parent, their representatives or their technical or professional advisors, but excluding information which:

(i) is generally available to the public at the time it is disclosed to the Purchaser or the Parent;

(ii) is made known to the Purchaser or the Parent without an obligation of confidentiality by an independent third party who, to the best of the knowledge of the Purchaser and the Parent, did not acquire the Technical Information, either directly or indirectly, under an obligation of confidentiality to the Vendor Parent or the Vendor Subsidiary;

(iii) after it is disclosed to the Purchaser or the Parent, becomes generally available to the public through no fault of the Purchaser or the Parent or any Person to which the Purchaser or the Parent has disclosed the Technical Information, but only after it has become generally available to the public;

(iv) is in the Purchaser's or Parent's possession prior to the date of disclosure of the Technical Information to the Purchaser or the Parent by the Vendor Parent or the Vendor Subsidiary; or

(v) is required by Law or any Government Authority or the policies of the CSE or TSXV to be disclosed;

(b) In the event Closing does not occur, then the confidentiality obligations of the Purchaser and the Parent set out in (a) above shall continue with respect to the Technical Information and the Purchaser and the Parent shall treat such information as confidential in the same manner and with the same degree of care that the Purchaser and the Parent uses for its own confidential information for a term of two years from the date thereof;

(c) Each of the Vendor Parent, the Vendor Subsidiary, the Parent and the Purchaser covenants and agrees with the other that such Party shall hold in confidence the terms and conditions of this Agreement until Closing Time and, if Closing does not occur, thereafter in the manner and exercising the same degree of care that the Vendor Parent and the Vendor Subsidiary, or the Purchaser and the Parent, as applicable, uses for its own confidential information, except to the extent that the disclosure of such terms and conditions are required by Securities Law or by any Government Authority or is otherwise

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expressly provided for in this Agreement;

(d) Each of the Parties shall ensure that any individual, technical or professional advisor that it employs, engages or otherwise uses in connection with the transactions contemplated by this Agreement will comply with the terms and conditions of this Section 5.7;

(e) All public announcements regarding this Agreement or the Transaction shall be subject to review and reasonable consultation of all Parties hereto as to form, content and timing, before public disclosure, always provided that a Party shall be entitled to make such public announcement if required by applicable Securities Law or regulatory requirements to immediately do so and it has given the other Party as much notice as reasonably practicable in the context of any deadline imposed by applicable Securities Law or regulatory requirements.

(f) This Section 5.7 constitutes the Parties' entire understanding relating to the subject matter hereof and supersedes any obligations of confidentiality and/or use that a Party would otherwise have to any other Party in law or equity with respect to Technical Information and any rights that a Party would otherwise have against a disclosing Party in law or equity with respect to the disclosure and use of the Technical Information, except to the extent such disclosure relates to the obligation under Securities Law for each Party to publicly disclose "Material Facts", "Material Changes" or "Material Information" (as each term is defined under Securities Law).

PART 6 CLOSING

6.1 Closing Date and Location

The transactions contemplated by this Agreement shall be completed at Closing Time on the Closing Date by electronic exchange of documents, or at such other time or at such other location as may be mutually agreed upon in writing by the Parties. In this regard the Parties shall use their commercially reasonable efforts to cause the Closing Date to occur on or before November 15, 2025.

6.2 Closing

At the Closing:

(a) the Parent shall, pursuant to the Letter of Direction, forthwith issue the Payment Shares to the recipients set out in the Letter of Direction, on behalf of the Vendor Subsidiary, or to Computershare Investor Services Inc., as escrow agent, with such legends reasonably necessary to effect the Contractual Escrow;

(b) the Vendor Subsidiary shall deliver, or cause to be delivered, to the Purchaser and the Parent the documents set forth in Subsection 6.4; and

(c) the Purchaser and the Parent shall deliver to, or cause to be delivered to, the Vendor Subsidiary the documents set forth in Subsection 6.3.

6.3 Deliveries by Purchaser and Parent at Closing

At or before Closing Time, the Vendor's counsel shall have received from the Purchaser or the

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Parent, as the case may be, the following:

(a) copies of the resolutions of the directors of the Purchaser and the Parent evidencing the approval of this Agreement and all of the transactions of the Purchaser and the Parent contemplated hereunder, including the issuance of the Payment Shares pursuant to the instructions in the Letter of Direction;

(b) the Government Gulch Option Assignment Agreement duly executed by the Purchaser;

(d) a copy of the share certificates or direct registration statements representing the Payment Shares registered pursuant to the Letter of Direction, with such legends reasonably necessary to effect the Contractual Escrow;

(e) all necessary Consents and Notices and Authorizations, including, if applicable, the acceptance of the TSXV, as the case may be, required to enable the transfer of the Assets to the Purchaser as provided for in this Agreement and to permit the Purchaser to carry on the Projects as currently conducted, all in form and substance satisfactory to the Purchaser, acting reasonably;

(f) a certificate of the Purchaser and the Parent, duly executed by a senior officer of the Purchaser and the Parent, on behalf of the Purchaser and the Parent and not in such officer's personal capacity, stating that, except as disclosed in such certificate,

(i) the representations and warranties of the Purchaser and the Parent contained in this Agreement are true, accurate and complete in all material respects as at Closing Time,

(ii) the Purchaser's and Parent's covenants and obligations hereunder have been satisfied and performed, and

(iii) each of the conditions for the benefit of the Purchaser and the Parent set forth in Section 8.1 has been satisfied or waived;

(g) the Letter of Direction, as provided and executed by the Vendor Subsidiary pursuant to Section 6.4(l), duly acknowledged and agreed to by the Purchaser and the Parent; and

(h) such other materials that are, in the opinion of the Vendor acting reasonably, required to be delivered by the Purchaser or the Parent in order for it to meet its obligations under this Agreement.

6.4 Deliveries by Vendor at Closing

At or before Closing Time, the Purchaser and/or the Parent, and the Purchaser's and Parent's counsel, shall have received from the Vendor the following:

(a) copies of the resolutions of the directors of the Vendor Parent and the Vendor Subsidiary evidencing that the Vendor Parent and the Vendor Subsidiary have approved this Agreement and all of the transactions of the Vendor Parent and the Vendor Subsidiary contemplated hereunder including the sale and transfer of the Assets to the Purchaser as provided for herein;

(b) copies of the resolutions of the directors of the Vendor Subsidiary evidencing the

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distributions to be made by the Vendor Subsidiary, effective on Closing, pursuant to the terms of the Letter of Direction attached as Schedule "F" hereof;

(c) all necessary Consents and Notices and Authorizations, including, if applicable, the acceptance of the CSE or the BLM, as the case may be, required to enable the transfer of the Assets to the Purchaser as provided for in this Agreement and to permit the Purchaser to carry on the Projects as currently conducted, all in form and substance satisfactory to the Purchaser, acting reasonably;

(d) a certificate of the Vendor Parent and the Vendor Subsidiary, duly executed by a senior officer of the Vendor Parent and the Vendor Subsidiary, on behalf of the Vendor and the Vendor Subsidiary and not in such officer's personal capacity, stating that, except as disclosed in such certificate,

(i) the representations and warranties of each of the Vendor Parent and the Vendor Subsidiary contained in this Agreement are true, accurate and complete in all material respects as at Closing Time,

(ii) each of the Vendor Parent's and the Vendor Subsidiary's covenants and obligations hereunder has been satisfied and performed, and

(iii) each of the conditions for the benefit of the Vendor Parent and the Vendor Subsidiary set forth in Section 9.1 has been satisfied or waived;

(e) documents for the deed, assignment, transfer and conveyance to the Purchaser of the Vendor Subsidiary's 75% interest in the Government Gulch Property, signed and notarized by the Vendor Subsidiary and Blackhawk Exploration LLC, or other party holding merchantable title to the Government Gulch Property, in a form that may be recorded in the real property records of Shoshone County, Idaho;

(f) a properly completed and executed IRS Form W-9 for the Vendor Subsidiary;

(g) a properly completed and executed IRS Form W-8BEN-E for the Vendor Parent;

(h) a Bill of Sale duly executed by the Vendor Subsidiary for the transfer of the tangible personal property included in the Assets to Purchaser, if any;

(i) an agreement for the assignment and transfer by the Vendor Subsidiary to the Purchaser of all intangible assets of the Vendor Subsidiary included in the Assets, including the Contracts (other than the Purchased Option Agreements), and for the assumption by Purchaser of all future liabilities related thereto, duly executed by the Vendor Subsidiary;

(j) the Government Gulch Option Assignment Agreement duly executed by the Vendor Subsidiary and Blackhawk Exploration LLC;

(k) the Page Mine Option Assignment Agreement duly executed by the Vendor Subsidiary and Deadwood Land, LLC;

(l) the Letter of Direction duly executed by the Vendor Subsidiary, in the form substantially similar to Schedule "F" attached hereof;

(m) such other agreements and documents as the Purchaser and the Parent may reasonably require to give effect to the assignment and transfer to the Purchaser of the Assets; and

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(n) such other materials that are, in the opinion of the Purchaser and the Parent, acting reasonably, required to be delivered by the Vendor Parent and the Vendor Subsidiary in order for them to meet their obligations under this Agreement.

PART 7

MUTUAL CONDITIONS PRECEDENT

7.1 Mutual Conditions Precedent

The obligations of the Parties to complete the purchase and sale of the Assets and the other transactions contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, at or before Closing Time, each of the following conditions precedent:

(a) No Prohibitions – No Law or Judgment will have been enacted, entered, promulgated or enforced by any Government Authority which enjoins or prohibits the sale and purchase of the Assets or the consummation of any of the other transactions contemplated by this Agreement;

(b) No Proceedings – No Proceeding will have been instituted or be pending for an injunction to restrain, or a declaratory judgment in respect of damages on account of or relating to, the sale and purchase of the Assets or any of the other transactions contemplated by this Agreement and, to the best of the knowledge of the Parties, no such Proceeding will have been threatened or announced; and

PART 8

PURCHASER'S AND PARENT'S CONDITIONS PRECEDENT

8.1 Purchaser's and Parent's Conditions

The obligations of the Purchaser and the Parent to complete the purchase of the Assets and the other transactions contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, at or before Closing Time, each of the following conditions precedent:

(a) Purchaser and Parent Due Diligence – The Purchaser and its Parent shall have up to fifteen (15) Business Days following the date of this Agreement to conduct due diligence (the "Due Diligence Period") in respect of title to the Projects, and the Closing is subject to completion of the Purchaser's investigation and satisfaction, in its sole discretion, with the results of such investigation during the Due Diligence Period. The Purchaser may, upon written notice to the Vendor at any time during the Due Diligence Period, waive the remaining Due Diligence Period and accelerate the Closing.

(b) Truth and Accuracy of Representations of the Vendor at Closing – The representations and warranties of the Vendor Parent and the Vendor Subsidiary made in Part 3 shall be true, correct and not misleading in all material respects at Closing and with the same effect as if made at and as of Closing;

(c) Performance of Obligations – The Vendor Parent and the Vendor Subsidiary shall have performed and complied with all of their respective obligations, covenants and agreements to be performed and complied with by it pursuant to this Agreement;

(d) Absence of Materially Adverse Change – No event shall have occurred or condition or situation shall have arisen or Law shall have been introduced which might reasonably be

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expected to have a Materially Adverse Effect upon the Vendor Parent, the Vendor Subsidiary or the Assets or the Projects;

(e) Consents and Notices – All Consents and Notices, and any such Authorizations necessary for the assignment of the Vendor Subsidiary's interest in the Assets, have been received or given, as the case may be, in form and substance satisfactory to the Purchaser and the Parent, acting reasonably, other than Consents and Notices which are routinely delivered post-Closing; and

(f) Authorizations – All Authorizations required to permit the Purchaser to carry on the business of the Projects and maintaining the Projects as currently conducted after Closing Time have been obtained, all in form and substance satisfactory to the Purchaser and the Parent, acting reasonably.

(g) Transfer of 75% Interest to Government Gulch Property – Blackhawk Exploration LLC and Vendor Subsidiary shall execute and place into escrow with Flying S Title and Escrow, located in Kellogg, Idaho, a notarized deed to be released and recorded upon Closing with the Government Authority in Idaho (in a form deemed satisfactory to Purchaser) conveying an undivided 75% ownership interest in and to the Government Gulch Property to the Purchaser, as outlined in Subsection 3.1(p). The Purchaser agrees to assume any and all costs and expenses associated with such escrow and conveyance, including, without limitation, any filing, recording, or transfer fees or taxes. Notwithstanding the foregoing, Vendor's federal or state income taxes associated with the transactions contemplated by this Agreement are the sole responsibility of the Vendor.

8.2 Waiver

The conditions set forth in this Part 8 are for the exclusive benefit of the Purchaser and the Parent and may be waived by the Purchaser or the Parent in writing, in whole or in part, on or before the Closing Date. Notwithstanding any such waiver, the completion of the purchase and sale contemplated by this Agreement by the Purchaser shall not prejudice or affect in any way the rights of the Purchaser or the Parent in respect of the warranties and representations of the Vendor in this Agreement.

PART 9

VENDOR'S CONDITIONS PRECEDENT

9.1 Vendor Subsidiary's and Vendor Parent's Conditions

The obligations of the Vendor Parent and the Vendor Subsidiary to complete the sale of the Assets and the other transactions contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, at or before Closing Time, each of the following conditions precedent:

(a) Truth and Accuracy of Representations of the Purchaser and the Parent at Closing – The representations and warranties of the Purchaser and the Parent made in Part 4 shall be true, correct and not misleading in all material respects at Closing and with the same effect as if made at and as of Closing;

(b) Performance of Agreements – The Purchaser and the Parent shall have performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it pursuant to this Agreement;

(c) Absence of Materially Adverse Change – No event shall have occurred or condition or situation shall have arisen or Law shall have been introduced which might reasonably be expected to have a Materially Adverse Effect upon the Purchaser or the Parent; and

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(d) Consents and Notices – All Consents and Notices have been received or given, as the case may be, in form and substance satisfactory to the Vendor Parent and the Vendor Subsidiary, acting reasonably.

9.2 Waiver

The conditions set forth in this Part 9 are for the exclusive benefit of the Vendor Parent and the Vendor Subsidiary and may be waived by the Vendor Parent and the Vendor Subsidiary in writing, in whole or in part, on or before the Closing Date. Notwithstanding any such waiver, completion of the purchase and sale contemplated by this Agreement by the Vendor Parent and the Vendor Subsidiary shall not prejudice or affect in any way the rights of the Vendor Parent or the Vendor Subsidiary in respect of the warranties and representations of the Purchaser and the Parent set forth in this Agreement.

PART 10 FURTHER ASSURANCES AND RELATED INDEMNIFICATION

10.1 Further Assurances

The Vendor Parent and the Vendor Subsidiary will from time to time upon reasonable notice after the Closing execute and deliver to the Purchaser and the Parent all such conveyances, transfers, assignments and other instruments in writing and further assurances as the Purchaser and the Parent may reasonably require from the Vendor, and the Purchaser and the Parent will execute and deliver to the Vendor all such agreements of assumption and other instruments in writing and further assurances as the Vendor may reasonably require from the Purchaser and the Parent, in order to give effect to the provisions thereof. All costs and expenses incurred by a Party at the request of the other in providing such conveyances, assignments, assumptions and other instruments and further assurances shall be for the account of the requesting Party.

10.2 Vendor to Hold Project Interests in Trust and Facilitate Access

From and after Closing, and pending the recording and/or filing with the Government Authority of any deed(s) or conveyance comprising the Projects in the name of the Purchaser, the Vendor Subsidiary agrees, subject to Section 10.3, that it will:

(a) to the extent permitted by applicable laws, hold all rights and benefits thereof that may accrue to or vest in the Vendor Subsidiary in respect of such mining interests as bare trustee and nominee in trust for and on behalf of the Purchaser, provided that all fees, costs, liabilities, damages or expense of any nature or kind whatsoever incurred or sustained by or on behalf of the Vendor Subsidiary in so acting shall be for the sole account (without any premium) of the Purchaser and the Vendor Subsidiary's responsibility as bare trustee and nominee shall be limited to taking such lawful action as may reasonably be requested by the Purchaser after having received adequate and reasonable notice in writing and advance payment for any costs that the Vendor Subsidiary reasonably expects to incur in acting on any such request; and

(b) use commercially reasonable efforts to facilitate and assist the Purchaser in obtaining and maintaining access to the areas covered by the mining interests, to the extent permitted by the mining interests; provided that the Vendor Subsidiary shall not be obliged to pay or incur any expenses or costs in connection therewith, including to holders of surface rights.

10.3 Indemnification of the Vendor

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The Purchaser and its Affiliates shall indemnify and save harmless the Vendor Parent and the Vendor Subsidiary and its directors, officers, managers, members, employees and agents (each, an "Indemnified Party") from and against all liabilities, claims, actions, suits, proceedings, losses, costs, damages and expenses to which such Indemnified Party may become subject or suffer in any way caused by, or arising directly or indirectly from, or in consequence or as a result of any act or omission of or by any of the Purchaser or its Affiliates or their respective directors, officers, employees and agents on or in respect of the mining interests and the areas covered thereby during the period referred to in Section 10.2, including, but not limited to, a breach of any laws, regulations, or contractual obligations, a violation by the Purchaser of any present or future applicable environmental laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies or guidelines, any loss of life, injury to persons or property damage and any clean up and remediation obligations.

PART 11 INDEMNITIES

11.1 Indemnification of Purchaser and Parent by Vendor Parent and Vendor Subsidiary

The Vendor Parent and the Vendor Subsidiary covenant and agree with the Purchaser and Parent to indemnify the Purchaser and Parent and each of their respective officers, directors, managers, members, employees, agents, successors and assigns against all Proceedings, liabilities, obligations, claims, demands, damages, losses, costs and expenses (including legal fees on a solicitor and own client basis) suffered or incurred by the Purchaser or the Parent, directly or indirectly (the "Purchaser's Losses"), by reason of or arising out of any of the following:

(a) any warranties or representations on the part of the Vendor hereunder being untrue;

(b) a breach of any agreement, term or covenant on the part of the Vendor made or to be observed or performed under this Agreement;

(c) all Taxes of the Vendor, all Taxes imposed with respect to the Assets prior to the end of the Closing Date, all Taxes of any Affiliate of the Vendor or of a consolidated, combined, unitary, or affiliated group of which the Vendor is or has been a part, all Taxes imposed on the Purchaser or the Parent, or the Assets as transferee, successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event, transaction or relationship occurring on or before the Closing Date, any lost Tax attributes or benefits resulting from a breach of the representations and warranties contained in Section 3.1(y) herein, and all penalties or interest related to the foregoing; or

(d) any Purchaser's Losses, legal causes of which arose before the Closing Date and arising from:

(i) any Environmental Liabilities caused by the activities of the Vendor with respect to the Projects;

(ii) all Taxes of the Vendor and all interest and penalties thereon due and payable to all applicable Government Authorities (other than Taxes allocated to the Purchaser pursuant to Section 5.6); or

(iii) any Proceedings pending or, to the best of the knowledge of the Vendor, threatened against, or relating to the Vendor and Judgments outstanding against the Vendor.

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11.2 Claims Under Vendor's Indemnities

If any claim is made by any Person against the Purchaser or the Parent in respect of which the Purchaser or the Parent may incur or suffer damages, losses, costs or expenses, directly or indirectly, that might reasonably be considered to be subject to the indemnification obligations of the Vendor in Section 11.1, the Purchaser or the Parent, as the case may be, shall notify the Vendor where indemnification is sought under Section 11.1 (in this Section 11.2, as applicable, the "Indemnitor") as soon as reasonably practicable of the nature of such claim and the Indemnitor shall be entitled (but not required) to assume the defense of any suit brought to enforce such claim. The Purchaser's or Parent's omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have under the indemnity in Section 11.1, except only to the extent that any such delay in, or failure to give, notice as herein required prejudices the defense, settlement or mitigation of a claim or results in any material increase in the Purchaser's Losses. The defense of any such claim (whether assumed by the Indemnitor or not) shall be through experienced and competent legal counsel, and shall be conducted in a manner acceptable to the Purchaser or the Parent, and the Indemnitor, acting reasonably, and no settlement may be made or permitted to be made, as applicable, by the Indemnitor or the Purchaser or the Parent without the prior written consent of the other. If the Indemnitor assumes the defense of any claim then:

(a) the Purchaser or the Parent and their counsel shall cooperate with the Indemnitor and its counsel in the course of the defense, such cooperation to include providing or making available to the Indemnitor and its counsel documents and information and witnesses for attendance at examinations for discovery and trials;

(b) the reasonable legal fees and disbursements and other costs of such defense shall, from and after such assumption, be borne by the Indemnitor on a solicitor and own client basis; and

(c) if the Purchaser or the Parent retains additional counsel to act on its behalf, the Indemnitor and its counsel shall cooperate with the Purchaser or the Parent and their counsel, such cooperation to include providing or making available to the Purchaser or the Parent and their counsel documents and information and witnesses for attendance at examinations for discovery and trials; provided that all fees and disbursements of such additional counsel shall be paid by the Purchaser or the Parent, as the case may be, on a solicitor and own client basis, unless:

(i) the Indemnitor consents to the retention of such counsel by the Purchaser or the Parent at the Indemnitor's expense; or

(ii) the Indemnitor and the Purchaser or the Parent are or become parties to the same action, and the representation of all parties by the same counsel would be inappropriate due to a conflict of interest,

in which case all fees and disbursements of the Purchaser's or the Parent's counsel shall be paid by the Indemnitor on a solicitor and own client basis.

If the Indemnitor has not assumed the defense of a claim and employed counsel therefor within 30 days of receiving notice of such claim, all fees and disbursements of the Purchaser's or the Parent's counsel in respect of such claim shall be paid by the Indemnitor on a solicitor and own client basis. If the Indemnitor, having elected to assume the defense of any claim, thereafter fails to defend such claim within a reasonable time and with reasonable diligence, the Purchaser or the Parent shall be entitled to assume the defense of the claim and the Indemnitor shall be bound

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by the results obtained by the Purchaser or the Parent with respect to such claim.

In the event that any claim is of a nature such that the Purchaser or the Parent is required by applicable Law or any Judgment to make payment to any Person or Government Authority with respect to such claim before the completion of settlement negotiations or legal proceedings, the Purchaser or the Parent may make such payment and the Indemnitor shall, forthwith after demand by the Purchaser or the Parent reimburse the Purchaser or the Parent for any such claim, as the case may be. If the amount of any liability of the Purchaser or the Parent under the claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnitor to the Purchaser or the Parent, the Purchaser or the Parent shall promptly pay the amount of such difference to the Indemnitor. The Purchaser or the Parent, as applicable, shall not knowingly permit any right of appeal in respect of any claim to terminate without giving the Indemnitor reasonable notice thereof and a reasonable opportunity to contest such claim.

For avoidance of doubt, references in this Section 11.2 to the Purchaser and the Parent shall also include each of its respective officers, directors, managers, members, employees, agents, successors and assigns.

11.3 Indemnification of Vendor by Purchaser and Parent

The Purchaser and the Parent covenant and agree with the Vendor Parent and the Vendor Subsidiary to indemnify the Vendor Parent and Vendor Subsidiary and their respective officers, directors, managers, members, employees, agents, successors and assigns against all Proceedings, liabilities, obligations, claims, demands, damages, losses, costs and expenses (including legal fees on a solicitor and own client basis) suffered or incurred by the Vendor, directly or indirectly (the "Vendor's Losses"), by reason of or arising out of any of the following:

(a) any warranties or representations on the part of the Purchaser or the Parent hereunder being untrue;

(b) a breach of any agreement, term or covenant on the part of the Purchaser or the Parent made or to be observed or performed under this Agreement;

(c) any Vendor's Losses, legal causes of which arise prior to the Closing Date and arising from any Proceedings pending or threatened against, or relating to the Purchaser or the Parent and Judgments outstanding against the Purchaser or the Parent;

(d) all Taxes of the Purchaser, all Taxes imposed with respect to the Assets after the Closing Date, all Taxes of any Affiliate of the Purchaser or of a consolidated, combined, unitary, or affiliated group of which the Purchaser is or has been a part, all Taxes imposed on the Vendor Parent or Vendor Subsidiary, or the Assets as transferor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event, transaction or relationship occurring after the Closing Date, and all penalties or interest related to the foregoing; or

(e) any Vendor's Losses, legal causes of which arose after the Closing Date and arising from:

(i) any Environmental Liabilities caused by the activities of the Purchaser with respect to the Projects;

(ii) all Taxes of the Purchaser and all interest and penalties thereon due and payable to all applicable Government Authorities (other than Taxes allocated to the Vendor pursuant to Section 5.6); or

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(iii) any Proceedings pending or, to the best of the knowledge of the Purchaser, threatened against, or relating to the Purchaser and Judgments outstanding against the Purchaser.

11.4 Claims Under Purchaser’s and Parent’s Indemnities

If any claim is made by any Person against the Vendor Parent or the Vendor Subsidiary in respect of which the Vendor Parent or the Vendor Subsidiary may incur or suffer damages, losses, costs or expenses, directly or indirectly, that might reasonably be considered to be subject to the indemnification obligations of the Purchaser and the Parent in Section 11.3, the Vendor Parent or the Vendor Subsidiary shall notify the Purchaser and the Parent, where indemnification is sought under Section 11.3 (in this Section 11.4, as applicable, the "Indemnitor") as soon as reasonably practicable of the nature of such claim and the Indemnitor shall be entitled (but not required) to assume the defense of any suit brought to enforce such claim. The Vendor's omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have under the indemnity in Section 11.1, except only to the extent that any such delay in, or failure to give, notice as herein required prejudices the defense, settlement or mitigation of a claim or results in any material increase in the Vendor's Losses. The defense of any such claim (whether assumed by the Indemnitor or not) shall be through experienced and competent legal counsel, and shall be conducted in a manner, acceptable to the Vendor Parent, the Vendor Subsidiary and the Indemnitor, acting reasonably, and no settlement may be made or permitted to be made, as applicable, by the Indemnitor or the Vendor Parent or the Vendor Subsidiary, as applicable, without the prior written consent of the other. If the Indemnitor assumes the defense of any claim then:

(a) the Vendor Parent or the Vendor Subsidiary, as applicable, and their counsel shall cooperate with the Indemnitor and its counsel in the course of the defense, such cooperation to include providing or making available to the Indemnitor and their counsel documents and information and witnesses for attendance at examinations for discovery and trials;

(b) the reasonable legal fees and disbursements and other costs of such defense shall, from and after such assumption, be borne by the Indemnitor on a solicitor and own client basis; and

(c) if the Vendor Parent or the Vendor Subsidiary retains additional counsel to act on its behalf, the Indemnitor and its counsel shall cooperate with the Vendor Parent or the Vendor Subsidiary, as applicable, and its counsel, such cooperation to include providing or making available to the Vendor Parent or the Vendor Subsidiary, as applicable, and its counsel documents and information and witnesses for attendance at examinations for discovery and trials; provided that all fees and disbursements of such additional counsel shall be paid by the Vendor Parent or the Vendor Subsidiary, as applicable, on a solicitor and own client basis, unless:

(i) the Indemnitor consents to the retention of such counsel by the Vendor Parent or the Vendor Subsidiary, as applicable, at the Purchaser's and Parent's expense; or

(ii) the Indemnitor and the Vendor Parent or the Vendor Subsidiary, as applicable, are or become parties to the same action, and the representation of all parties by the same counsel would be inappropriate due to a conflict of interest, in which case all fees and disbursements of the Vendor Parent's and the Vendor Subsidiary's counsel shall be paid by the Indemnitor on a solicitor and own client basis.

If the Indemnitor has not assumed the defense of a claim and employed counsel therefor within

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30 days of receiving notice of such claim, all fees and disbursements of the Vendor's counsel in respect of such claim shall be paid by the Indemnitor on a solicitor and own client basis. If the Indemnitor, having elected to assume the defense of any claim, thereafter fails to defend such claim within a reasonable time and with reasonable diligence, the Vendor Parent or the Vendor Subsidiary, as applicable, shall be entitled to assume the defense of the claim and the Indemnitor shall be bound by the results obtained by the Vendor Parent or the Vendor Subsidiary, as applicable, with respect to such claim.

In the event that any claim is of a nature such that the Vendor Parent or the Vendor Subsidiary, as applicable, is required by applicable Law or any Judgment to make payment to any Person or Government Authority with respect to such claim before the completion of settlement negotiations or legal proceedings, the Vendor Parent or the Vendor Subsidiary, as applicable, may make such payment and the Indemnitor shall, forthwith after demand by the Vendor Parent or the Vendor Subsidiary, as applicable, reimburse the Vendor Parent or the Vendor Subsidiary, as applicable, for any such claim. If the amount of any liability of the Vendor Parent or the Vendor Subsidiary, as applicable, under the claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnitor to the Vendor Parent or the Vendor Subsidiary, as applicable, the Vendor Parent or the Vendor Subsidiary, as applicable, shall promptly pay the amount of such difference to the Indemnitor. The Vendor Parent or the Vendor Subsidiary, as applicable, shall not knowingly permit any right of appeal in respect of any claim to terminate without giving the Indemnitor reasonable notice thereof and a reasonable opportunity to contest such claim.

For avoidance of doubt, references in this Section 11.4 to the Vendor Parent or the Vendor Subsidiary shall also include each of their respective officers, directors, managers, members, employees, agents, successors and assigns.

11.5 Survival of Indemnities

The indemnities provided in this Part 11 will survive the Closing and shall continue in full force and effect for the benefit of the applicable Parties, subject to the following provisions:

(a) Except as provided in paragraph (b) of this Section 11.5, no claim may be made or brought by a Party pursuant to this Part 11 after the date that is 2 years following the Closing Date, except a claim for breach of any of the representations and warranties by the Vendor Parent, the Vendor Subsidiary, the Parent or the Purchaser in or pursuant to this Agreement involving fraud or fraudulent misrepresentation, subject only to applicable limitation periods imposed by applicable Law; and

(b) A claim which is based upon the indemnity provided by Section 11.3 or 11.4 may be brought by the applicable Party entitled to indemnification at any time following the Closing Date, and notwithstanding any other provision contained herein, such right to bring an indemnification claim pursuant to Section 11.3 or 11.4 will survive the Closing and the transfers of the Assets to the Purchaser pursuant hereto.

11.6 Tax Consequences

The Parties agree to treat any indemnity payment pursuant to this Agreement as an adjustment to the purchase price for all tax purposes unless otherwise required by Law.

PART 12 TERMINATION, AMENDMENT AND WAIVER

12.1 Termination

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This Agreement may be terminated at any time prior to Closing Time:

(a) by the Parent or the Purchaser during the Due Diligence Period;
(b) by written agreement between the Parties;
(c) by either of the Parties, if the transactions contemplated by this Agreement have not been consummated by the Termination Date;
(d) by either of the Parties (provided that the terminating Party is not then in material breach of any representation, warranty, agreement, term or covenant contained in this Agreement) if there has been a material breach of any representation, warranty, agreement, term or covenant contained in this Agreement on the part of the other Party and:

(i) such breach has not been cured by Closing Time; or
(ii) such breach has not been cured or best efforts are not being employed to cure such breach, within ten days after notice is given to the Party committing such breach;

(e) by either of the Parties, if the mutual conditions precedent set forth in Part 7 have not been satisfied on or before the Termination Date (other than as a result of a breach of this Agreement by the terminating Party); or
(f) by either of the Parties, if any of the conditions precedent for Closing for such Party's benefit have not been satisfied or waived on or before the Termination Date.

12.2 Notice of Termination

Subject to Section 13.4, any termination of this Agreement pursuant to Section 12.1 shall be effective upon the delivery of notice by the terminating Party to the other Party.

12.3 Effect of Termination

In the event of termination of this Agreement by either Party pursuant to Section 12.1, this Agreement shall forthwith become void and have no effect, with the exception of the confidentiality provisions of Section 5.7 as applicable, and there shall be no liability or obligation on the part of any Party to proceed with the transactions contemplated by this Agreement, except that none of the Purchaser, the Parent, the Vendor Parent or the Vendor Subsidiary shall be released or relieved from any liability arising from the breach by such Party of any of its representations, warranties, agreements, terms or covenants under this Agreement and Part 11 shall continue to apply to any such liability.

12.4 Amendment

The Agreement may not be modified or amended except by an instrument in writing duly executed by or on behalf of all of the Parties.

12.5 Extension and Waiver

At or any time prior to Closing Time, the Purchaser, the Parent, the Vendor Parent or the Vendor Subsidiary may to the extent legally allowed:

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(a) extend the time for the performance of any of the obligations or other acts of the other Parties;
(b) waive any inaccuracies in the representations and warranties made by the other Parties; and/or
(c) waive compliance with any of the agreements, covenants or conditions for the benefit of such Party contained herein.

Any agreement on the part of the Purchaser, the Parent, the Vendor Parent or the Vendor Subsidiary to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on their behalf.

PART 13 GENERAL

13.1 Expenses

All costs and expenses incurred in connection with the preparation, negotiation, implementation and execution of this Agreement and the transactions contemplated by this Agreement and in obtaining any necessary Consents and Notices, shall be paid by the party incurring such expenses or required to obtain such Consents and Notices, as applicable.

13.2 Arbitration

Any disagreement among the parties as to the interpretation or enforcement of this Agreement shall be resolved, failing agreement, by binding arbitration in accordance with the provisions of the Arbitration Act (British Columbia). The subject of all such arbitrations will be subject to any statutes of limitation applicable that would be applicable if the claims were litigated. All arbitration hearings will be conducted in Vancouver, British Columbia by an arbitrator agreed upon by the parties to the arbitration or, failing agreement, an arbitrator appointed under the Arbitration Act (British Columbia) upon application by any party for that purpose. In addition to all other powers, the arbitrator shall have the exclusive right to determine all issues of arbitrability. Judgment on any arbitration award may be entered in any court with jurisdiction. The cost of arbitration (other than a Party's own costs) shall be borne equally by the Parties.

13.3 Time

Time shall be of the essence hereof.

13.4 Notices

Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered by courier or electronic transmission to the Party to whom it is given addressed to such Party at:

If to the Purchaser or the Parent:

Bunker Hill Mining Corp.
1009 McKinley Avenue
Kellogg, Idaho 83837

Attention: Sam Ash, President and CEO
Email: [redacted]

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with a copy (not to constitute notice) at:

Lyons O'Dowd, PLLC
703 E. Lakeside Avenue
Coeur d'Alene, Idaho 83814

Attention: Lukas O'Dowd.
Email:

If to the Vendor Parent or the Vendor Subsidiary at:

Silver Dollar Resources Inc.
179 – 2945 Jacklin Rd., Suite 416
Victoria, British Columbia V9B 6J9

Attention: Gregory Lytle, President and CEO
Email:

with a copy (not to constitute notice) at:

DuMoulin Black LLP
1111 West Hastings Street, 15th Floor
Vancouver, British Columbia V6E 2J3

Attention: Sofia Rai and Justin Kates
Email:

or at such other address as the Party to whom such writing is to be given shall have last notified to the Party giving the same in the manner provided in this clause. Any notice delivered by courier or facsimile to the Party to whom it is addressed shall be deemed to have been given and received on the Business Day next following the day it was delivered or telecopied.

13.5 Further Assurances

The Parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

13.6 Enurement

This Agreement and each of the terms and provisions hereof shall inure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

13.7 Assignment

This Agreement and the rights, duties and obligations of any Party hereunder are not assignable without the prior written consent of the other Party hereto.

13.8 Counterparts

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This Agreement may be executed in any number of counterparts and may be signed and delivered by facsimile or other means of electronic communication producing a printed copy, each of which so signed shall be deemed to be an original. Such counterparts shall together constitute one and the same instrument and, notwithstanding the date of execution, shall be deemed to bear the date first written above.

13.9 Language

This Agreement has been negotiated and executed in the English language. The Parties agree and acknowledge that the English version of this Agreement shall prevail over any translation of the Agreement to the extent permitted by applicable law.

[Remainder of page intentionally left blank. Signature page to follow.]

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

BUNKER HILL MINING CORP.

Per: /s/ Sam Ash
Authorized Signatory

SILVER VALLEY METALS CORP.

Per: /s/ Sam Ash
Authorized Signatory

SILVER DOLLAR RESOURCES INC.

Per: /s/ Gregory Lytle
Authorized Signatory

SILVER DOLLAR RESOURCES (IDAHO), INC.

Per: /s/ Gregory Lytle
Authorized Signatory

[Signature Page to Asset Purchase Agreement]

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SCHEDULE "A"

DESCRIPTION OF THE PROJECT LANDS

GOVERNMENT GULCH
See Appendix A-1.

PAGE MINE
See Appendix A-2.

A-1

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SCHEDULE "B"

CONTRACTS

Government Gulch Agreement

See Appendix B-1

Asset Purchase Agreement dated July 12, 2024 between Silver Dollar Resources Inc., Silver Dollar Resources (Idaho), Inc., Silver Valley Metals Corp. and North Idaho Metals Corporation, as amended July 31, 2024

Option Assignment Agreement dated August 6, 2024 between Blackhawk Exploration LLC, Silver Valley Metals Corp., North Idaho Metals Corporation and Silver Dollar Resources (Idaho), Inc.

Government Gulch Option and Joint Venture Agreement dated July 20, 2021 between Organimax Nutrient Corp., North Idaho Metals Inc. and Blackhawk Exploration LLC, as amended July 20, 2022 (First Amendment), May 22, 2024 (Second Amendment) and August 7, 2025 (Third Amendment).

Page Mine Agreement

See Appendix B-2

Lease and Option Assignment Agreement dated August 6, 2025 between Deadwood Land, LLC, Silver Valley Metals Corp., North Idaho Metals Corporation and Silver Dollar Resources (Idaho), Inc.

Mineral Rights Lease and Option Agreement dated November 18, 2021 between Deadwood Land, LLC and North Idaho Metals Corporation.

B-1

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SCHEDULE “C”

PERMITTED ENCUMBRANCES

PART 1: GENERAL

All reservations, limitations, provisos and conditions expressed in any original grant or lease patents from any Government Authority;
All unregistered rights, interests and privileges in favour of a Government Authority under or pursuant to any applicable statute or regulation, provided same do not arise as a result of any failure to comply with a governmental requirement;
Any right of expropriation, access or user, or any similar rights conferred by or reserved in any statutes of the United States or the state of Idaho;
Liens for realty taxes, rates, assessments or governmental charges or levies in respect of the Projects not yet due and payable;
The right of any person to the lands or any part thereof through length of adverse possession, prescription, or misdescription of boundaries settled by convention;
Any right of way, water course and right of water and other easements not disclosed by registered title not yet due and payable;
Undetermined or inchoate liens and charges incidental to current construction or current operations, which have not been filed or registered in accordance with applicable law or of which written notice has not at the time been duly given in accordance with the applicable law or which relate to obligations neither due nor delinquent or have by operation of law expired or been extinguished;
Any unregistered lien created or imposed by law (other than liens for realty taxes and construction or mechanics liens) which has not yet become enforceable;
Defects or irregularities in title which are of a minor nature and do not in the aggregate impair the value or the use of the lands affected thereby for the purpose for which it is held by the Vendor Subsidiary;
All applicable governmental orders, laws, bylaws and regulations provided that the same have either been complied with in all respects or any contraventions thereof are of a minor nature and do not affect the intended use of that portion of the lands affected thereby;
Unregistered licenses, easements, rights-of-way and rights in the nature of easements (including, without in any limiting the generality of the foregoing, licenses, easements, rights-of-way and rights in the nature of easements for sidewalks, public ways, sewers, drains, gas, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) which will not in the aggregate materially and adversely impair the use of the properties for the purpose for which it is held by the Vendor Subsidiary;
Any unregistered agreement, claim or encumbrance of which the Purchaser has actual notice;
Zoning and building by-laws and ordinances, municipal by-laws and regulations, and restrictive covenants, which do not materially interfere with or prohibit the use of the

C-1

Docusign Envelope ID: A44DE8EB-B638-41D0-901B-41C6E6DA67A6

properties for the purposes for which such properties are held by the Vendor Subsidiary;

Aboriginal Claims that may be made or established by any Aboriginal Group, provided that nothing in this Agreement is to be construed or taken by either Party or any other Person to be an acknowledgement or admission of the validity of any such Aboriginal Claim; and

C-2

Docusign Envelope ID: A44DE8EB-B638-41D0-901B-41C6E6DA67A6

SCHEDULE "D"

FORM OF GOVERNMENT GULCH OPTION ASSIGNMENT AGREEMENT

[see following pages]

D-1

Docusign Envelope ID: A44DE8EB-B638-41D0-901B-41C6E6DA67A6

SCHEDULE "E"

PAGE MINE OPTION ASSIGNMENT AGREEMENT

[see following pages]

E-1

Docusign Envelope ID: A44DE8EB-B638-41D0-901B-41C6E6DA67A6

SCHEDULE "F"

LETTER OF DIRECTION

[see following pages]

Docusign Envelope ID: A44DE8EB-B638-41D0-901B-41C6E6DA67A6

SCHEDULE "G"

SHARE SUBSCRIPTION FORM

[see following pages]

SHARE SUBSCRIPTION FORM

AI assistant

Silver Dollar Resources Inc. — M&A Activity 2025

47857_rns_2025-10-28_4f543bff-c34b-47f1-957c-1f592c86596f.PDF

TABLE OF CONTENTS

PART 1 INTERPRETATION

PART 2 PURCHASE AND SALE

PART 3 REPRESENTATIONS AND WARRANTIES OF THE VENDOR

PART 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

PART 5 COVENANTS

PART 6 CLOSING

PART 7 MUTUAL CONDITIONS PRECEDENT

PART 8 PURCHASER'S AND PARENT'S CONDITIONS PRECEDENT 34

PART 9 VENDOR'S CONDITIONS PRECEDENT 35

PART 10 FURTHER ASSURANCES AND RELATED INDEMNIFICATION 36

PART 11 INDEMNITIES 37

PART 12 TERMINATION, AMENDMENT AND WAIVER 41

PART 13 GENERAL 43

ASSET PURCHASE AGREEMENT

BETWEEN:

AND:

AND:

AND:

WHEREAS:

PART 1 INTERPRETATION

1.1 Definitions

(bb) RESERVED

1.2 Schedules

1.3 Interpretation

1.4 Governing Law

1.5 Severability

1.6 Entire Agreement

1.7 Waiver

PART 2 PURCHASE AND SALE

2.1 Purchase

2.2 Consideration

2.3 Assignment of Rights to the Assets

2.4 Allocation of Purchase Price

2.5 Withholding

PART 3

REPRESENTATIONS AND WARRANTIES

OF THE VENDOR

3.1 Representations and Warranties of the Vendor

3.2 Other Representations

3.3 Survival of Representations and Warranties of the Vendor

3.4 Reliance

PART 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

4.1 Representations and Warranties of the Purchaser and the Parent

4.2 Other Representations

4.3 Survival

4.4 Reliance

PART 5 COVENANTS

5.1 Covenants of the Vendor

5.2 Covenants of the Purchaser and the Parent

5.3 Mutual Covenants

5.4 Alternative Transaction

5.5 Facilitation of Transaction

5.6 Tax Matters

(a) Tax Returns –

(c) Transfer Taxes – The Vendor Subsidiary shall be responsible for, and shall pay when due, 100% of any sales, use, value-added, gross receipts, excise, registration, stamp duty, transfer or other similar taxes or governmental fees (including any interest or penalties

5.7 Confidentiality

PART 6 CLOSING

6.1 Closing Date and Location

6.2 Closing

6.3 Deliveries by Purchaser and Parent at Closing

6.4 Deliveries by Vendor at Closing

PART 7

7.1 Mutual Conditions Precedent

PART 8

8.1 Purchaser's and Parent's Conditions

8.2 Waiver

PART 9

9.1 Vendor Subsidiary's and Vendor Parent's Conditions

9.2 Waiver

PART 10

FURTHER ASSURANCES AND RELATED INDEMNIFICATION

10.1 Further Assurances

10.2 Vendor to Hold Project Interests in Trust and Facilitate Access

10.3 Indemnification of the Vendor

PART 11 INDEMNITIES

11.1 Indemnification of Purchaser and Parent by Vendor Parent and Vendor Subsidiary

Silver Dollar Resources Inc. M&A Activity 2025