AMALGAMATION AGREEMENT

THIS AGREEMENT made the 18th day of December, 2024.

AMONG:

SOLID IMPACT INVESTMENTS CORP., a corporation existing under the British Columbia Business Corporations Act

("Solid")

AND:

BBG METALS CORP., a corporation existing under the British Columbia Business Corporations Act

("BBG")

AND:

1516563 B.C. LTD., a corporation existing under the British Columbia Business Corporations Act

("Newco")

WHEREAS:

A. Solid is a “Capital Pool Company” as defined in Policy 2.4 (as hereinafter defined) whose Solid Common Shares (as hereinafter defined) are listed for trading on the TSXV under the symbol “SOLI.P”;

B. BBG is a privately held corporation which is the legal and beneficial owner of a 100% undivided interest in the Assets (as hereinafter defined);

C. Newco is a wholly-owned subsidiary of Solid created solely for the purpose of effecting the Amalgamation (as hereinafter defined);

D. Solid desires to acquire all of the issued and outstanding BBG Common Shares (as hereinafter defined) by means of a three-cornered amalgamation among Solid, BBG and Newco, which is intended to constitute Solid’s “Qualifying Transaction” pursuant to Policy 2.4;

E. Solid proposes to issue Solid Common Shares (as defined herein) to the BBG Shareholders (as defined herein) on the terms described in this Agreement; and

F. Following the completion of the Amalgamation, Solid will carry on, through Amalco, the business presently carried on by BBG.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:

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ARTICLE 1

DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

(a) “Agreement” means this amalgamation agreement, together with the schedules attached hereto, as amended, amended and restated or supplemented from time to time;

(b) “Amalco” means the company resulting from the amalgamation of BBG and Newco pursuant to the Amalgamation;

(d) “Amalgamation” means the amalgamation of BBG and Newco pursuant to section 269 of the BCBCA on the terms and conditions set forth in this Agreement, subject to any amendment thereto in accordance herewith;

(e) “Amalgamation Application” means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;

(f) “Articles of Amalco” means the articles of Amalco in the form to be mutually agreed to by the Parties, substantially in the form attached hereto as Schedule D;

(g) “Assets” has the meaning ascribed thereto in Section 3.1(q)(ii);

(h) “Applicable Laws” means any domestic or foreign, federal, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity, and any terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, including all applicable corporate and securities laws, regulations and rules, all policies thereunder and rules of the TSXV;

(i) “BBG” shall have the meaning ascribed thereto on the first page of this Agreement;

(j) “BBG Board” means the board of directors of BBG;

(k) “BBG Common Shares” means the authorized common shares in the capital of BBG, as presently constituted;

(l) “BBG Disclosure Letter” means the disclosure letter of BBG to be signed and delivered by BBG to Solid at the time of execution of this Agreement;

(m) “BBG Financial Statements” shall have the meaning ascribed thereto in Section 3.1(l) of this Agreement;

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(n) “BBG Information” means the information provided by BBG for inclusion in the Filing Statement, and, as applicable, the BBG Meeting Materials, describing BBG and its business, operations and affairs including, without limitation, the Assets;

(o) “BBG Meeting Materials” means the notice of meeting, management information circular and proxy form of BBG and all related materials to be sent by BBG to the BBG Shareholders in connection with the BBG Meeting, and all amendments and supplements thereto, if any;

(p) “BBG Meeting” means the special meeting of the BBG Shareholders, and any adjournment thereof, to consider and, if determined advisable, approve the BBG Resolution;

(q) “BBG Resolution” means the special resolution of the BBG Shareholders approving the Amalgamation and this Agreement substantially in the form attached hereto as Schedule A, to be considered by the BBG Shareholders at the BBG Meeting;

(r) “BBG Shareholder Approval” means the approval of the BBG Shareholders in respect of the BBG Resolution;

(s) “BBG Shareholders” means, at any time, the holders of outstanding BBG Common Shares;

(t) “BCBCA” means the British Columbia Business Corporations Act;

(u) “Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in the City of Vancouver, British Columbia are open for business;

(v) “Completion Deadline” means the latest date by which the transactions contemplated by this Agreement are to be completed, which date shall be February 28, 2025 or such later date as the Parties may mutually agree;

(w) “Concurrent Financing” means the issuance by BBG, immediately prior to the completion of the Amalgamation, on a private placement basis, of at least 7,500,000 BBG Shares at a price of $0.10 per BBG Share to raise aggregate gross proceeds of not less than $750,000, or such greater amount as is required to provide sufficient evidence of value for the purposes of Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the TSXV;

(x) “Contract” means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon BBG or Solid, as the case may be;

(y) “Dissent Rights” means the rights of dissent of BBG Shareholders in respect of the BBG Resolution under section 272 of the BCBCA;

(z) “Dissenting Shareholder” means a BBG Shareholder who, in connection with the BBG Resolution at the BBG Meeting which approves and adopts this Agreement, has sent to BBG a written objection and a demand for payment within the time limits and in the manner

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prescribed by section 238 of the BCBCA with respect to such BBG Shareholder’s BBG Common Shares;

(aa) “Effective Date” means the date shown on the certificate of amalgamation issued by the Registrar in respect of the Amalgamation in accordance with section 281 of the BCBCA;

(bb) “Effective Time” means the earliest moment on the Effective Date or such other time on the Effective Date as the Parties hereto may agree in writing;

(cc) “Employee Plans” means all plans, arrangements, agreements, programs, policies or practices, whether oral or written, formal or informal, funded or unfunded, maintained for employees, including, without limitation:

(i) any employee benefit plan or material fringe benefit plan;

(ii) any retirement savings plan, pension plan or compensation plan, including, without limitation, any defined benefit pension plan, defined contribution pension plan, group registered retirement savings plan or supplemental pension or retirement income plan;

(iii) any bonus, profit sharing, deferred compensation, incentive compensation, stock compensation, stock purchase, hospitalization, health, drug, dental, legal disability, insurance (including without limitation unemployment insurance), vacation pay, severance pay or other benefit plan, arrangement or practice with respect to employees or former employees, individuals working on contract, or other individuals providing services of a kind normally provided by employees; and

(iv) where applicable, all statutory plans, including, without limitation, the Canada Pension Plan.

(dd) “Encumbrance” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

(ee) “Environmental Approvals” means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals issued or required by any Governmental Entity pursuant to any Environmental Laws;

(ff) “Environmental Laws” means all Applicable Laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals;

(gg) “Filing Statement” means the filing statement, and any amendments thereof, of Solid in connection with the Amalgamation to be prepared in accordance with TSXV Form 3B2 - “Information Required in a Filing Statement for a Qualifying Transaction” and submitted to the TSXV;

(hh) “Governmental Entity” means any applicable:

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(i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign;

(ii) subdivision, agent, commission, board or authority of any of the foregoing;

(iii) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or

(iv) stock exchange, including the TSXV;

(ii) “Hardrock West Project” means the 22-350-hectare exploration-stage property situated in the Thunder Bay Mining Division of Ontario, as more specifically described in Schedule “A” to the Letter Agreement, which such schedule forms part of and is incorporated by reference into this Agreement notwithstanding any termination of the Letter Agreement;

(jj) “IFRS” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;

(kk) “Letter Agreement” means the letter of intent dated July 11, 2024 (as amended on September 29, 2024) between Solid and BBG;

(ll) “Material Adverse Change” means any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect on the applicable Party;

(mm) “Material Adverse Effect” means any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or states of facts, is or would reasonably be expected to be material and adverse to the business, properties, operations, results of operations or financial condition of the applicable Party, on a consolidated basis, except any change, effect, event, occurrence or state of facts resulting from or relating to:

(i) the announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder or communication by the applicable Party of its plans or intentions with respect to the other Party;

(ii) changes in the Canadian or international economies in general or the Canadian or international capital or currency markets in general;

(iii) the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife, or acts of terrorism;

(iv) any change in Applicable Laws or in the interpretation thereof by any Governmental Entity;

(v) any change in IFRS;

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(vi) any natural disaster; or
(vii) any epidemic or pandemic, including any material escalation in the effects of the COVID-19 pandemic;

provided that, in the case of any changes referred to in clauses (ii) to (vii) above, inclusive, such changes do not have a materially disproportionate effect on the applicable Party relative to comparable companies;

(nn) “Material Contracts” means all Contracts or other obligations or rights (and all amendments, modifications and supplements thereto and all side letters to which BBG or Solid, as the case may be, is a party affecting the obligations of any party thereunder) to which BBG or Solid, as the case may be, is a party or by which any of their respective properties or assets are bound that are material to the business, properties or assets of BBG or Solid, as the case may be, taken as a whole, including, but not limited to, to the extent any of the following are material to the business, properties or assets of BBG or Solid, as the case may be, taken as a whole, all:

(i) employment, severance, personal services, consulting, non-competition or indemnification Contracts (including any Contract to which BBG or Solid, as the case may be, is a party involving employees);
(ii) Contracts granting a right of first refusal or first negotiation;
(iii) partnership or joint venture agreements;
(iv) Contracts for the acquisition, sale, option or lease of material properties or assets of BBG or Solid, as the case may be, (by purchase or sale of assets or stock or otherwise);
(v) Contracts with any Governmental Entity;
(vi) loan or credit agreements mortgages, indentures or other Contracts or instruments evidencing indebtedness for borrowed money by BBG or Solid, as the case may be, or any such agreement pursuant to which indebtedness for borrowed money may be incurred;
(vii) Contracts that purport to limit, curtail or restrict the ability of BBG or Solid, as the case may be, to compete in any geographic area or line of business;
(viii) commitments and agreements to enter into any of the foregoing; and
(ix) all Contracts that provide for annual payments to or from BBG or Solid, as the case may be, in excess of $25,000 per annum;

(oo) “Misrepresentation” means an untrue statement of a material fact, or an omission to state a material fact that is required to be stated, or an omission to state a material fact that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made;

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(pp) “Name Change” means the change of name of Solid to “Galactic Gold Corp.” or such other name as agreed to by the Parties;

(qq) “Newco” shall have the meaning ascribed thereto on the first page of this Agreement;

(rr) “Newco Resolution” means the special resolution of Newco, to be authorized by Solid in its capacity as the sole holder of the Newco Shares approving the Amalgamation and this Agreement substantially in the form attached hereto to Schedule B;

(ss) “Newco Shares” means common shares in the capital of Newco;

(tt) “NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Properties;

(uu) “Party” shall mean, as the context requires, either Solid, BBG or Newco and “Parties” shall mean all of them;

(vv) “Person” means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

(ww) “Policy 2.4” means Policy 2.4 – Capital Pool Companies of the TSXV’s Corporate Finance Manual;

(xx) “Registrar” means the registrar appointed under section 400 of the BCBCA;

(yy) “Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;

(zz) “Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

(aaa) “Securities Authorities” means the securities commissions and/or other securities regulatory authorities in the provinces and territories of Canada;

(bbb) “SEC” means the United States Securities and Exchange Commission;

(ccc) “SEDAR+” means the System for Electronic Document Analysis and Retrieval+;

(ddd) “Solid” shall have the meaning ascribed thereto on the first page of this Agreement;

(eee) “Solid Board” means the board of directors of Solid;

(fff) “Solid Common Shares” means the authorized common shares in the capital of Solid as presently constituted;

(ggg) “Solid Financial Statements” shall have the meaning ascribed thereto in Section 3.2(k);

(hhh) “Solid Information” means the information in the form provided by Solid for inclusion in the BBG Meeting Materials and the Filing Statement describing Solid, Newco and their respective businesses, operations and affairs, and includes any Solid Public Documents incorporated by reference in the Filing Statement and the BBG Meeting Materials, as applicable;

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(iii) “Solid Public Documents” means the public documents filed by Solid and available on SEDAR+ under Solid’s SEDAR profile;

(jjj) “Solid Stock Option Plan” means the incentive stock option plan of Solid, a copy of which is available on SEDAR+ under Solid’s SEDAR profile;

(kkk) “Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

(lll) “Tax Act” means the Income Tax Act (Canada), as amended and the regulations thereunder, as amended;

(mmm) “Tax Returns” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any taxing authority or required to be made, prepared or filed with any taxing authority relating to Taxes;

(nnn) “Technical Report” means the National Instrument 43-101 Technical Report on the Hardrock West Project, Beardmore-Geraldton Greenstone Belt, Thunder Bay Mining Division, Ontario, Canada prepared for BBG and Solid by Jason Arnold, P.Geo of DCX Geological Consulting;

(ooo) “Transaction” means the Amalgamation and all related transactions incidental thereto as contemplated by this Agreement, which are collectively intended to constitute a “Qualifying Transaction” of Solid pursuant to Policy 2.4;

(ppp) “TSXV” means the TSX Venture Exchange; and

(qqq) “United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(rrr) “U.S. Exchange Act” means the United States Exchange Act of 1934, as amended and the regulations thereunder, as amended;

(sss) “U.S. Securities Act” means the United States Securities Act of 1933, as amended and the regulations thereunder, as amended.

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In addition, words and phrases used herein and defined in the BCBCA shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

The preamble forms an integral part hereof and is not mere recitals.

The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3 Number and Gender

In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa and words importing the use of either gender shall include both genders and neuter.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder by any Party hereto is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.5 Statutory References

Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.6 Currency

Unless otherwise stated, all references in this Agreement to dollar amounts are expressed in Canadian currency.

1.7 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by Applicable Laws, the Parties hereto waive any provision of Applicable Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties hereto will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.

1.8 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under, and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

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1.9 Knowledge

Where the phrases “to the knowledge of Solid” or “to the knowledge of BBG” are used in respect of Solid or BBG, such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon:

(a) in the case of Solid, the actual knowledge of management of Solid after appropriate inquiries and investigations; and
(b) in the case of BBG, the actual knowledge of management of BBG after appropriate inquiries and investigations.

1.10 Meaning of “Ordinary and Regular Course of Business”

In this Agreement the phrase “in the ordinary and regular course of business” shall mean and refer to those activities that are normally conducted by management of corporations engaged in the businesses of Solid, BBG or Newco, as applicable.

1.11 Schedules

The following schedules are attached to, and are deemed to be incorporated into and form part of, this Agreement:

Schedule A - Form of BBG Resolution
Schedule B - Form of Newco Resolution
Schedule C - Form of Amalgamation Application
Schedule D - Form of Articles of Amalco

ARTICLE 2

THE AMALGAMATION

2.1 Terms of Amalgamation

BBG, Newco and Solid hereby covenant and agree to implement the Amalgamation in accordance with the terms and subject to the conditions of this Agreement, as follows:

(a) prior to the Effective Time:

(i) BBG will complete the Concurrent Financing;
(ii) BBG will, as soon as reasonably practicable following the execution of this Agreement, (i) prepare and mail the BBG Meeting Materials to the BBG Shareholders; and (ii) lawfully convene and hold the BBG Meeting for the purpose of considering the BBG Resolution (and for such other purposes as may be approved in writing by Solid, such approval not to be unreasonably withheld); and
(iii) as soon as reasonably practicable following the approval of the BBG Resolution at the BBG Meeting, Solid shall sign, as the sole shareholder of the Newco Shares, the Newco Resolution;

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(b) at the Effective Time, Newco and BBG shall amalgamate and continue as one company, being Amalco, pursuant to the provisions of Section 269 of the BCBCA;

(i) all of the BBG Common Shares outstanding immediately prior to the Effective Time shall be cancelled, and holders of BBG Common Shares outstanding immediately prior to the Effective Time, other than Solid, Newco and the Dissenting Shareholders, shall receive, subject to subsection 2.1(e) hereof, in exchange for their BBG Common Shares so cancelled one fully paid and non-assessable Solid Common Share for every one BBG Common Share so cancelled. Neither Solid nor Newco shall receive any repayment of capital in respect of any BBG Common Shares held by them that are cancelled pursuant to this subsection 2.1(d)(i);

(ii) all of the Newco Shares outstanding immediately prior to the Effective Time shall be cancelled and replaced with an equal number of Amalco Shares issued by Amalco;

(iii) as consideration for the issuance of Solid Common Shares pursuant to the Amalgamation, Amalco shall issue to Solid one Amalco Share for each Solid Common Share issued;

(iv) Solid shall add an amount to the paid-up capital maintained in respect of the Solid Common Shares equal to the aggregate paid-up capital for income tax purposes of the BBG Common Shares immediately prior to the Effective Time (less the paid-up capital of any BBG Common Shares held by Dissenting Shareholders who do not exchange their BBG Common Shares for Solid Common Shares pursuant to the Amalgamation); and

(v) Amalco shall add an amount to the paid-up capital maintained in respect of the Amalco Shares such that the paid-up capital of the Amalco Shares shall be equal to the aggregate paid-up capital for income tax purposes of the Newco Shares and the BBG Common Shares immediately prior to the Effective Time;

(d) as a result of the foregoing:

(i) in accordance with section 282 of the BCBCA, among other things, the property, rights and interests of each of BBG and Newco will continue to be the property, rights and interests of Amalco, and Amalco will continue to be liable for the obligations of each of BBG and Newco; and

(ii) Amalco will be a wholly-owned subsidiary of Solid;

(e) no fractional Solid Common Shares will be issued under the Amalgamation. Where the aggregate number of Solid Common Shares to be issued to any former BBG Shareholders under the Amalgamation would result in a fraction of a Solid Common Share being issuable, the number of Solid Common Shares to be issued to such holder shall be rounded down to the next whole number (and, in calculating such fractional interests, all Solid Common Shares registered in the name of or beneficially held by such former BBG

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Shareholder or their nominee shall be aggregated), and no cash or other consideration shall be paid or payable in lieu of such fraction of a Solid Common Share; and

(f) immediately following the Effective Time:

(i) the Solid Board will be reconstituted in accordance with Section 4.2(n); and
(ii) Solid will complete the Name Change including filing the Notice of Alteration to give effect to the Name Change.

2.2 Dissenting Shareholders

(a) each BBG Shareholder may exercise Dissent Rights in connection with the Amalgamation pursuant to and in the manner set forth in section 238 of the BCBCA. BBG shall give Solid (i) prompt notice of any written notices of exercise of Dissent Rights, withdrawals of such notices, and any other instruments served pursuant to the BCBCA and received by BBG; and (ii) the opportunity to participate in all negotiations and proceedings with respect to such rights. Without the prior written consent of Solid, except as required by the BCBCA, BBG shall not make any payment with respect to any such rights or offer to settle or settle any such rights;
(b) BBG Common Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by subsection 2.12.1(c)(i). However, if a Dissenting Shareholder fails to perfect or effectively withdraw its claim under section 238 of the BCBCA or forfeits its right to make a claim under section 238 of the BCBCA or if its rights as a BBG Shareholder are otherwise reinstated, such BBG Shareholder's BBG Common Shares shall thereupon be deemed to have been converted as of the Effective Date as prescribed by subsection 2.12.1(c)(i),

but in no case shall Solid, Newco or BBG or any other Person be required to recognize BBG Shareholders who exercise Dissent Rights after the time that is immediately prior to the Effective Time, and the names of such BBG Shareholders who duly exercise Dissent Rights and are ultimately entitled to be paid fair value for their BBG Common Shares shall be deleted from the register of BBG Shareholders immediately before the Effective Time. In no circumstances shall Solid, Newco, Solid or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered BBG Shareholder in respect of which such Dissent Rights are sought to be exercised. A registered BBG Shareholder is not entitled to exercise Dissent Rights with respect to BBG Common Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the BBG Resolution.

2.3 Effective Date

The Amalgamation shall be completed on the Effective Date and shall be effective at the Effective Time.

2.4 Amalgamation Application

Subject to the rights of termination contained in Article 6 hereof, upon obtaining the BBG Shareholder Approval and upon Solid signing the Newco Resolution as the sole holder of Newco Shares and the other conditions contained in Article 5 hereof being satisfied or waived, BBG and Newco shall jointly file the Amalgamation Application, which shall be substantially in the form attached hereto as Schedule D, together with such other documents as may be required under the BCBCA, with the Registrar in accordance with the BCBCA in order to effect the Amalgamation. To the extent appropriate, the Amalgamation Application

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may be filed with the Registrar on a date agreed upon by the Parties in advance of the Effective Date, subject to the right of any Party to withdraw the Amalgamation Application by filing with the registrar a notice of withdrawal pursuant to section 280 of BCBCA.

The name of Amalco shall be “Galactic Gold Holding Corp.”.

2.5 Registered Office of Amalco

The address of the registered and records office of Amalco shall be Suite 1650 – 1075 West Georgia Street, Vancouver, B.C., V6E 3C9.

2.6 Authorized Capital of Amalco

Amalco shall be authorized to issue an unlimited number of common shares (being the Amalco Shares).

2.7 Initial Directors of Amalco

The initial director of Amalco shall be Kenneth Berry and the prescribed address for the initial director shall be 1650 – 1075 West Georgia Street, Vancouver, B.C., V6E 3C9.

2.8 Articles of Amalco

The Articles of Amalco, which shall be substantially in the form attached as Schedule D, shall be signed by the director of Amalco referred to in Section 2.7 hereof.

2.9 Consultation

Solid and BBG will consult with each other in issuing any press release or otherwise making any public statement with respect to this Agreement or the Amalgamation and in making any filing with any Governmental Entity, Securities Authority or stock exchange with respect thereto. Each of Solid and BBG shall use its commercially reasonable efforts to enable the other of them to review and comment on all such press releases and filings prior to the release or filing, respectively, thereof, provided, however, that the obligations herein will not prevent a Party from making, after consultation with the other Party, such disclosure as is required by Applicable Laws or the rules and policies of any applicable stock exchange.

2.10 Filing Statement

As promptly as practical following the execution of this Agreement, and in compliance with all Applicable Laws, and the policies of the TSXV:

(a) As promptly as reasonably practicable following execution of this Agreement, BBG shall prepare, with Solid’s assistance, the Filing Statement together with any other documents required by the policies of the TSXV. Solid shall file the Filing Statement with the TSXV together with any other documents required by the policies of the TSXV, and use its commercially reasonable efforts to have the Filing Statement accepted for filing by the TSXV;

(b) BBG shall ensure that the Filing Statement complies in all material respects with the policies of the TSXV. BBG will ensure that the Filing Statement will not contain any Misrepresentation (except that BBG shall not be responsible for any information relating to Solid or its affiliates, which has been provided by Solid specifically for inclusion in the Filing Statement). BBG shall also use commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial,

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technical or other expert information required to be included in the Filing Statement. BBG shall ensure that such information does not include any Misrepresentation concerning it;

(c) Solid shall provide to BBG all information regarding Solid and its affiliates, as may be reasonably required by BBG in the preparation of the Filing Statement and other documents related thereto, and Solid shall ensure that the Filing Statement will not contain any Misrepresentation (except that Solid shall not be responsible for any information relating to BBG or its affiliates). Solid shall also use commercially reasonable efforts to obtain any necessary consents from its auditors to the use of any financial information required to be included in the Filing Statement;

(d) Solid and its legal counsel shall be given a reasonable opportunity to review and comment on the Filing Statement prior to the Filing Statement being filed with the TSXV, and reasonable consideration shall be given to any comments made by Solid and its legal counsel, provided, however, that all information relating solely to Solid and its affiliates included in the Filing Statement shall be in form and content satisfactory to Solid, acting reasonably. BBG shall provide Solid with a final copy of the Filing Statement prior to the filing with the TSXV;

(e) if, at any time before the Effective Date, either Party becomes aware that the Filing Statement contains a Misrepresentation or otherwise requires an amendment or supplement, such Party shall notify the other Parties and the Parties shall co-operate in the preparation and filing of any amendment or supplement to the Filing Statement as required or as appropriate;

(f) BBG shall indemnify and save harmless Solid and the directors, officers and agents of Solid from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Solid, or any director, officer or agent thereof, may be subject or which Solid, or any director, officer or agent thereof, may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of any Misrepresentation in the Filing Statement based on the BBG Information or arising as a result of the willful misconduct or negligence of BBG; and

(g) Solid shall indemnify and save harmless BBG and the directors, officers and agents of BBG from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which BBG, or any director, officer or agent thereof, may be subject or which BBG, or any director, officer or agent thereof, may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of any Misrepresentation in the Filing Statement based on the Solid Information or arising as a result of the willful misconduct or negligence of Solid.

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

The Parties agree that the Solid Common Shares issued to the former BBG Shareholders resident in or subject to the laws of the United States in connection with the Transaction will be "restricted securities" within the meaning of Rule 144 of the U.S. Securities Act. Each certificate representing the Solid Common Shares issued to such holders will bear a legend in substantially the form that follows:

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"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY: (i) RULE 144; OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO ANY TRANSFER OR SALE CONTEMPLATED IN (C) OR (D) ABOVE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.."

2.12 Withholding Taxes

Each of Solid, Newco, or BBG (each, a "Payor Party") will be entitled to deduct and withhold from the Solid Common Shares or any other payment in respect of the Amalgamation deliverable to any former BBG Shareholder such amounts as the Payor Party may be required to deduct and withhold therefrom under any provision of Applicable Laws in respect of Taxes. To the extent that any amounts are so deducted and withheld, such amounts will be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. The Payor Party may direct the sale or other disposition of any portion of the Solid Common Shares issuable to a former BBG Shareholder as is necessary to provide sufficient funds to enable the Payor Party to comply with such deduction and/or withholding requirements.

2.13 Share Certificates

At the Effective Time:

(a) the register of transfers of BBG Common Shares shall be closed;

(b) subject to Section 2.2, the BBG Shareholders shall cease to be holders of BBG Common Shares and shall be deemed to be the registered holders of the Solid Common Shares to which they are entitled, calculated in accordance with the provisions thereof;

(c) certificates representing Solid Common Shares, or direct registration statements evidencing an entitlement to Solid Common Shares, issuable to each BBG Shareholder excluding BBG Shareholders who exercised Dissent Rights, pursuant to the Amalgamation will, as soon as practicable, but no later than five (5) Business Days following the Effective Date be forwarded to that holder, at the address specified in the central securities register of BBG, by mail (postage prepaid) or otherwise in accordance with the standard practices of Solid's transfer agent;

(d) Solid, as the registered holder of Newco Shares, shall cease to be the holder of Newco Shares and shall be deemed to be the registered holder of the Amalco Shares; and

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(e) all share certificates formerly representing BBG Common Shares shall be deemed cancelled and any former non-certificated entry or position on the central securities register of BBG shall be cancelled, and shall thereafter represent only the right to receive Solid Common Shares as set out herein.

2.14 Escrow and Seed Share Resale Restriction Matters

BBG acknowledges that securities of Solid issued in connection with the transactions contemplated herein may be subject to escrow or seed share resale restrictions imposed by the policies of the TSXV. BBG shall arrange for each former securityholder of BBG that is required to have the securities of Solid issued pursuant to Section 2.1 escrowed in accordance with policies of the TSXV, to enter into and deliver to the transfer agent of Solid for filing with the TSXV an escrow agreement satisfactory to the TSXV in respect of their securities of Solid. Securities of Solid issued to former securityholders of BBG that are subject to seed share resale restrictions in accordance with the policies of the TSXV shall be issued as certificated securities bearing the required legends.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of BBG

BBG hereby represents and warrants to Solid and hereby acknowledges that Solid is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Amalgamation, as follows:

(a) Organization. BBG has been incorporated and, validly exists under the laws of the jurisdiction of its incorporation and is in good standing under applicable corporate laws and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. BBG is registered, licensed or otherwise qualified as a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on BBG. BBG does not beneficially own, or exercise control or direction over, any of the securities or, have any interest in, any joint venture entity or other Person.

(b) Capitalization. BBG is authorized to issue an unlimited number of BBG Common Shares. As of the date of this Agreement, there are 27,275,000 BBG Common Shares outstanding. Except pursuant to this Agreement and the transactions contemplated hereby, as of the date thereof, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating BBG to issue or sell any shares of BBG or any securities or obligations of any kind convertible into or exchangeable for any shares of BBG. All outstanding BBG Common Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. As of the date thereof, there are no outstanding bonds, debentures or other evidences of indebtedness of BBG. There are no outstanding contractual obligations of BBG to repurchase, redeem or otherwise acquire any outstanding BBG Common Shares or with respect to the voting or disposition of any outstanding BBG Common Shares.

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(c) Authority. BBG has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by BBG as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by BBG and the completion by BBG of the transactions contemplated by this Agreement have been authorized by the BBG Board and, subject to obtaining the BBG Shareholder Approval in the manner contemplated herein, no other corporate proceedings on the part of BBG are necessary to authorize this Agreement or the completion by BBG of the transactions contemplated hereby other than the filing of the Amalgamation Application with the Registrar. This Agreement has been executed and delivered by BBG and constitutes a legal, valid and binding obligation of BBG, enforceable against BBG in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity. The execution and delivery by BBG of this Agreement and the performance by BBG of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:

(i) result in a violation, contravention or breach or constitute a default under, or entitle any party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

(A) any Contract to which BBG is bound or is subject to or of which BBG is the beneficiary;

(B) the articles or notice of articles of BBG;

(D) any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, contract, agreement, licence, permit or other instrument to which BBG is bound or is subject to or of which BBG is the beneficiary,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on BBG;

(ii) cause any indebtedness owing by BBG to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on BBG;

(iii) result in the imposition of any Encumbrance upon any of the property or assets of BBG or give any Person the right to acquire any of BBG's assets, or restrict, hinder, impair or limit the ability of BBG to conduct the business of BBG as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on BBG;

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payable under any pension or benefits plan of BBG or result in the acceleration of the time of payment or vesting of any such benefits; or

(v) result in the revocation, suspension, cancellation, variation or non-renewal of any concessions, licenses, leases or other instruments, conferring mineral rights in respect of the Assets.

(d) Consents and Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by BBG in connection with the execution and delivery of this Agreement or the consummation by BBG of the transactions contemplated hereby other than:

(i) approval of the BBG Shareholders in respect of the BBG Resolution;
(ii) filings required under the BCBCA; and
(iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on BBG.

(e) Directors' Approvals. The BBG Board has unanimously:

(i) determined that the Transaction is in the best interests of BBG;
(ii) determined to recommend that the BBG Shareholders vote in favour of the BBG Resolution; and
(iii) authorized the entering into of this Agreement, and the performance of BBG's obligations hereunder.

(f) Contracts. There are no Material Contracts to which BBG is a party, or by which it is bound, other than as disclosed in Section 3.1(f) of the BBG Disclosure Letter. Each of the Material Contracts to which BBG is a party constitutes a valid and legally binding obligation of BBG, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). BBG has performed in all material respects the obligations required to be performed by it and is entitled to all the benefits under such Material Contracts. BBG has not violated or breached, in any material respect, any terms or conditions of such Material Contracts and there exists no default or event of default or event, occurrence, condition or act, which with the giving of notice, lapse of time or the happening of any other event or condition, would become a default or event of default by BBG under any such Material Contract.

(g) Waivers, Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of BBG.

(h) Government Approvals. BBG has duly filed or made all reports and returns required to be filed by it with any Governmental Entity and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether governmental, regulatory

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or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on BBG.

(i) No Defaults. BBG is not in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by BBG under any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, Contract of BBG, agreement, licence, permit or other instrument that is material to the conduct of the business of BBG to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on BBG. No party to any Contract of BBG has given written notice to BBG of or made a claim against BBG with respect to any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on BBG.

(j) Absence of Changes. Since December 31, 2023:

(i) BBG has conducted its business only in the ordinary and regular course of business consistent with past practice;

(ii) BBG has not incurred or suffered a Material Adverse Change;

(iii) there has not been any acquisition or sale by BBG of any material property or assets thereof;

(iv) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by BBG of any debt for borrowed money, any creation or assumption by BBG of any Encumbrance, any making by BBG of any loan, advance or capital contribution to or investment in any other Person or any entering into, amendment of, relinquishment, termination or non-renewal by BBG of any Contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on BBG;

(v) BBG has not declared or paid any dividends or made any other distribution in respect of any of the BBG Common Shares;

(vi) BBG has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding BBG Common Shares;

(vii) BBG has not made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $10,000;

(viii) other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by BBG to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;

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(ix) BBG has not effected any material change in its accounting methods, principles or practices; and

(x) BBG has not adopted any, or amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

(k) Employment Agreements. BBG:

(i) has no obligations or liabilities to pay any amount to its employees, consultants, officers and directors other than salary to employees and fees to its consultants in the ordinary and regular course of business, to the Effective Date, in each case in amounts consistent with its historic practices;

(ii) is not a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with, any director or officer of BBG that would be triggered by BBG’s entering into this Agreement or the completion of the Transaction;

(iii) does not have any employee or consultant whose employment or contract with BBG that cannot be terminated by BBG in accordance with the provisions of such employment or consultant contract following the completion of the Amalgamation; and

(iv) (A) is not a party to any collective bargaining agreement;

(B) other than as disclosed in Section 3.1(k)(iv)(B) of the BBG Disclosure Letter, is not subject to any written contract of employment;

(C) is not, to the knowledge of BBG, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement; or

(D) is not subject to any current, or, to the knowledge of BBG, pending or threatened strike or lockout.

(l) Financial Matters. The audited annual financial statements of BBG for the financial years ended December 31, 2023 and 2022 and the unaudited financial statements of BBG for the six months ended June 30, 2024 and the respective notes thereto together with any other financial statements of BBG required to be included in the Filing Statement (collectively, the “BBG Financial Statements”) will be prepared in accordance with IFRS consistently applied, and will fairly present in all material respects the financial condition of BBG at the date indicated and the results of operations of BBG for the period covered. Except as disclosed in the BBG Financial Statements, as of the date hereof, BBG does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the BBG Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing and exploring BBG’s projects) since December 31, 2023, which

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liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on BBG.

(m) Undisclosed Liabilities. There are no material liabilities of BBG of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which BBG may become liable on or after the consummation of the transactions contemplated hereby other than:

(i) liabilities disclosed on or reflected or provided for in the June 30, 2023 financial statements of BBG; and
(ii) liabilities incurred in the ordinary and usual course of business of BBG and attributable to the period since December 31, 2023, none of which has had or may reasonably be expected to have a Material Adverse Effect on BBG.

(n) Books and Records. The corporate records and minute books of BBG have been maintained in accordance with all Applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on BBG. Financial books and records and accounts of BBG in all material respects:

(i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;
(ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of BBG; and
(iii) accurately and fairly reflect the basis for the BBG Financial Statements.

(o) Litigation. There is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of BBG, threatened against or relating to BBG, or affecting its properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on BBG, and BBG is not aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of BBG, threatened against or relating to BBG before any Governmental Entity. Neither BBG nor any of its properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of BBG to conduct its business in all material respects as it has been carried on prior to the date thereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on BBG.

(p) Interest in Assets.

(i) All of BBG's material real properties and mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case either existing under contract, by operation of Applicable Law or otherwise) comprising the Assets are set out in Schedule 3.1(q)(i) to the BBG Disclosure Letter. Other than

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the real property rights and Assets described in Schedule 3.1(q)(i) to the BBG Disclosure Letter, BBG does not own or have any interest in any material real property or any material mineral interests and rights.

(ii) BBG is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or lien: (i) to the Assets and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by Assets), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties and assets reflected in the balance sheet forming part of the BBG Financial Statements including, for avoidance of doubt and without limitation, the Hardrock West Project (collectively, the "Assets"), together with all additions thereto. The Assets are not subject to any lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the BBG Financial Statements and in the notes thereto. BBG is not aware of any facts or circumstances which might limit, affect or prejudice its ownership rights over the Assets.

(iii) All mining concessions, mining claims or mineral property in which BBG has an interest or right, including the Assets, have been validly granted, acquired, located and recorded in the relevant registries in accordance with all Applicable Laws and are valid and subsisting and in good standing. BBG's mining concessions, claims, leases, licences or permits comply with all Applicable Laws and are not subject to any nullity or voidance actions under any other Applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to Applicable Laws or that may result in the lapse of the same. The mining concessions, claims, leases, licences or permits owned by BBG do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. No person other than BBG has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. BBG's surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, grant BBG the right and ability to conduct its business as currently conducted as disclosed in the BBG Financial Statements with only such exceptions as do not materially interfere with BBG's use of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the BBG and free and clear of all material Encumbrances.

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(iv) BBG has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by BBG under any Contract or other agreement pertaining to the Assets and each such lease, Contract or other agreement is enforceable and in full force and effect.

(v) (i) BBG has the exclusive right to deal with the Assets; (ii) no person or entity of any nature whatsoever other than the BBG has any interest in the Assets or any right to acquire or otherwise obtain any such interest; (iii) there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect BBG’s interests in the Assets, and no such rights are threatened; (iv) BBG has not received any notice, whether written or oral, from any Governmental Entity or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Assets; and (v) the Assets are in good standing under and comply with all Applicable Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by BBG under any of the tenures, licenses, leases, documents, instruments or any other agreement pertaining to the Assets and to the knowledge of BBG, none of the counterparties to such leases, documents, instruments or any other agreements pertaining to the Assets are in default thereunder except, in each case, to the extent such that such defaults would not result in a Material Adverse Effect.

(vi) There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of BBG that are threatened, affecting or which would affect BBG’s right, title or interest in the Assets or the ability of BBG to explore, prospect, exploit or develop the Assets, including the title to or ownership of the foregoing, or which might involve the possibility of any judgement or liability affecting the Assets.

(vii) None of the directors or officers of BBG holds any right, title or interest in, nor, to the knowledge of BBG, has taken any action to obtain, directly or indirectly, any right, title and interest in any of Assets or in any permit, concession, claim or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Assets and any other properties located within 5 kilometres of any of the Assets.

(viii) BBG has provided Solid with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports (including the Technical Report), feasibility studies and other similar reports and studies concerning the Assets and BBG has the sole right, title and ownership of all such information, data, reports and studies.

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(ix) The Technical Report has been prepared in compliance with NI 43-101, was prepared in accordance with accepted mining, engineering, geoscience and other applicable industry standards and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Any assessment reports filed by BBG with the applicable mineral titles office with respect to assessment work conducted on the Assets is accurate in all material respects.

(q) Assets. BBG has good and marketable title to its Assets free and clear of any security interests, liens, charges, mortgages, pledges, Encumbrances, adverse claims and demands of any nature or kind whatsoever recorded or unrecorded.

(r) Royalty Payments and Other Interests. There are no landowner’s royalties, overriding royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which BBG is bound on or in relation to the Assets. None of the Assets are subject to forfeiture or reduction by reference to payout of or production penalty on any well or otherwise or, to change to an interest of any other size or nature by virtue of or through any right or interest granted by, through or under BBG, except to the extent that all such reductions or changes to an interest would not result in a Material Adverse Effect on BBG.

(s) Insurance. BBG maintains policies of insurance naming BBG as insured in amounts and in respect of such risks as are normal and usual for companies of a similar size and business and such policies are in full force and effect as of the date hereof and shall not be cancelled or otherwise terminated as a result of the Transaction.

(t) Environmental. To the knowledge of BBG:

(i) BBG is in compliance in all material respects with Environmental Laws;

(ii) BBG has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;

(iii) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes which have not been rectified or are in the process of being rectified on any of the real property owned or leased by BBG or under its control;

(iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by BBG;

(v) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of BBG;

(vi) BBG has not failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;

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(vii) there is no material claim or judicial or administrative proceeding which may affect either BBG or any of the properties or assets of BBG relating to or alleging any violation of Environmental Laws; and

(viii) BBG holds all licences, permits and approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on BBG, all such licenses, permits and approvals of BBG are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by BBG, and (B) notification relating to reclamation obligations under Environmental Laws, BBG has not received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with Environmental Laws, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated, and neither BBG nor any of its assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and BBG is not subject to any known environmental liabilities.

(u) Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on BBG:

(i) BBG has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

(ii) BBG has:

(A) duly and timely paid all Taxes due and payable by it;

(B) duly and timely withheld all Taxes and other amounts required by Applicable Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Applicable Laws to be remitted by it; and

(C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Applicable Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Applicable Laws to be remitted by it;

(iii) the charges, accruals and reserves for Taxes reflected on the BBG Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of BBG, adequate under IFRS to cover Taxes with respect to BBG accruing through the date hereof;

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(iv) there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or, to the knowledge of BBG, threatened against BBG that propose to assess Taxes in addition to those reported in the Tax Returns;

(v) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to BBG; and

(vi) BBG is a “taxable Canadian corporation” for the purposes of the Tax Act.

(v) Pension and Employee Benefits. BBG has complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of BBG under the provisions of any Employee Plans, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon BBG, other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on BBG.

(w) Compliance with Laws. BBG has complied with and is not in violation of any Applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on BBG.

(x) No Option on Assets. No Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from BBG of any of the material assets of BBG.

(y) Private Issuer. BBG is not a reporting issuer in any jurisdiction in Canada and there is no published market in respect of the BBG Common Shares.

(z) Certain Contracts. BBG is not a party to or bound by any non-competition agreement or any other Contract, agreement, obligation, judgment, injunction, order or decree that purports to:

(i) limit the manner or the localities in which all or any material portion of the business of BBG is conducted;

(ii) limit any business practice of BBG in any material respect;

(iii) restrict any acquisition or disposition of any property by BBG in any material respect; or

(iv) limit the conduct of business by BBG as currently conducted.

(aa) Related Parties. There are no contracts with BBG, on the one hand, and: (i) any officer or director of BBG; (ii) any holder of 5% or more of the equity securities of BBG; or (iii) an associate or affiliate of a Person in (i) or (ii), on the other hand, other than as disclosed in Schedule 3.1(bb) to the BBG Disclosure Letter.

(bb) No Broker’s Commission. Other than in respect of the Concurrent Financing, BBG has not entered into any agreement that would entitle any Person to any valid claim against them

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for a broker’s commission, finder’s fee or any like payment in respect of the Amalgamation or any other matter contemplated by this Agreement.

(cc) Vote Required. The only votes of the holders of any class or series of securities of BBG necessary to approve this Agreement, the Amalgamation and the transactions contemplated hereby or thereby is the BBG Shareholders Approval.

(dd) No Shareholdings in Solid. BBG does not, legally or beneficially, own, directly or indirectly, any securities of Solid and does not have any right, agreement or obligation to purchase any securities of Solid or any securities or obligations of any kind convertible into or exchangeable for any securities of Solid.

(ee) Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon BBG that has or could be reasonably expected to have the effect of prohibiting, restricting or materially impairing: (i) any business practice of BBG, (ii) any acquisition of property by BBG, or (iii) the conduct of business by BBG as currently conducted.

(ff) Creditors of BBG. BBG has reasonable grounds for believing that no creditor of BBG will be materially prejudiced by the Amalgamation.

(gg) Solvency of BBG. There are reasonable grounds for believing that BBG is able to pay its liabilities as they become due and, at the Effective Time, will be able to pay its liabilities as they become due.

(hh) Escrow. BBG acknowledges that a portion of the Solid Common Shares to be issued to the BBG Shareholders pursuant to the Amalgamation may be subject to escrow provisions and/or resale restrictions under the rules of the TSXV.

(ii) Expropriation. No property or asset of BBG has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced or, to the knowledge of BBG, is there any intent or proposal to give any such notice or commence any such proceeding.

(jj) Anti-Bribery Laws. Neither BBG nor to the knowledge of BBG, any director, officer, employee, consultant, representative or agent of BBG, has (i) violated any anti-bribery or anti-corruption laws applicable to BBG, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any government official, whether directly or through any other Person, for the purpose of influencing any act or decision of a government official in his or her official capacity; inducing a government official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a government official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of BBG in obtaining or retaining business for or with, or directing business to, any Person; or to any Person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither BBG nor, to the knowledge of BBG, any director, officer, employee, consultant, representative or agent of

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BBG, has (i) conducted or initiated any review, audit, or internal investigation that concluded BBG or any director, officer, employee, consultant, representative or agent of BBG violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any Applicable Laws, or received any notice, request, or citation from any Person alleging non-compliance with any Applicable Laws.

(kk) Right to Use Personal Information. All personal information in the possession of BBG has been collected, used and disclosed in compliance with all Applicable Laws in those jurisdictions in which BBG, or BBG is deemed by operation of law in those jurisdictions, to conduct its business. BBG has disclosed to Solid all contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other contracts, or facts which, on completion of the transactions contemplated by this Agreement, would restrict or interfere with the use of any personal information by Solid in the operation of its business as conducted by BBG before the Effective Time. There are no claims pending or, to the knowledge of BBG, threatened, with respect to BBG's collection, use or disclosure of personal information.

(ll) Full Disclosure. All of the data and information in respect of BBG and the Assets provided or disclosed to Solid, Newco or any of its officers, employees, agents or other representatives by or on behalf of BBG was and is accurate and correct in all material respects as of the date on which such information was provided.

3.2 Representations and Warranties of Solid

Solid hereby represents and warrants to BBG, and hereby acknowledges that BBG is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Amalgamation, as follows:

(a) Organization. Solid has been incorporated and validly exists under the laws of the jurisdiction of its incorporation or continuation and is in good standing under applicable corporate laws and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Solid is registered, licensed or otherwise qualified in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on Solid. Solid does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting securities of any company and does not own any securities or, have any interest in, any joint venture entity or other Person.

(b) Capitalization. Solid is authorized to issue an unlimited number of Solid Common Shares. As of the date of this Agreement, there were 5,600,000 Solid Common Shares outstanding. Except as disclosed in the Solid Public Documents, pursuant to this Agreement and the transactions contemplated hereby, as of the date hereof, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (preemptive, contingent or otherwise) obligating Solid to issue or sell any shares of Solid or any securities or obligations of any kind convertible into or exchangeable for any shares of Solid. All outstanding Solid Common Shares have been authorized and are validly issued

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and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Solid. There are no outstanding contractual obligations of Solid to repurchase, redeem or otherwise acquire any outstanding Solid Common Shares or with respect to the voting or disposition of any outstanding Solid Common Shares.

(c) Authority. Solid has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Solid as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Solid and the completion by Solid of the transactions contemplated by this Agreement have been authorized by the Solid Board and no other corporate proceedings on the part of Solid are necessary to authorize this Agreement or the completion by Solid of the transactions contemplated hereby, other than approval by the TSXV of the Filing Statement and the filing of the Amalgamation Application with the Registrar. This Agreement has been executed and delivered by Solid and constitutes a legal, valid and binding obligation of Solid, enforceable against Solid in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity. The execution and delivery by Solid of this Agreement and the performance by it of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:

(A) any Contract to which Solid is bound or is subject to or of which Solid is the beneficiary;

(B) the articles or notice of articles of Solid;

(C) any Applicable Laws or rule or policy of the TSXV (except that the approval of the TSXV, which is required for the completion by Solid of the transactions contemplated hereby, will be applied for by Solid but has not been obtained as of the date thereof); or

(D) any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, contract, agreement, licence, permit or other instrument to which Solid is bound or is subject to or of which Solid is the beneficiary;

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Solid;

(ii) cause any indebtedness owing by Solid to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on Solid;

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(iii) result in the imposition of any Encumbrance upon any of the property or assets of Solid or give any Person the right to acquire any of Solid’s assets, or restrict, hinder, impair or limit the ability of Solid to conduct the business of Solid as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on Solid;

(iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of Solid or increase any benefits otherwise payable under any pension or benefits plan of Solid or result in the acceleration of the time of payment or vesting of any such benefits; or

(v) result in the revocation, suspension, cancellation, variation or non-renewal of any mining claims, concessions, licenses, leases or other instruments, conferring mineral rights in respect of the material properties in which Solid has an interest.

(d) Consents and Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by Solid in connection with the execution and delivery of this Agreement or the consummation by Solid of the transactions contemplated hereby other than:

(i) the approval of the Newco Resolution by Solid as sole shareholder of Newco;

(ii) filings required under the BCBCA;

(iii) filings with and approvals required by the Securities Authorities and stock exchanges (including the approval of the TSXV of the Transaction and the listing of the Solid Common Shares to be issued pursuant to the Transaction); and

(iv) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Solid.

(e) Directors’ Approvals. The Solid Board has unanimously:

(i) determined that the Amalgamation is in the best interests of Solid;

(ii) has accordingly authorized Solid to consent to the Newco Resolution; and

(iii) authorized the entering into of this Agreement, and the performance of Solid’s and Newco’s obligations hereunder.

(f) Contracts. Each of the Material Contracts to which Solid is a party constitutes a valid and legally binding obligation of Solid, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

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(h) No Defaults. Solid is not in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Solid, under any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, Contract of Solid, agreement, licence, permit or other instrument that is material to the conduct of the business of Solid to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on Solid. No party to any Contract of Solid has given written notice to Solid of, or made a claim against Solid, with respect to any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on Solid.

(i) Absence of Changes. Except as disclosed in the Solid Public Documents, since May 31, 2024:

(i) Solid has conducted its business only in the ordinary and regular course of business consistent with past practice;

(ii) Solid has not incurred or suffered a Material Adverse Change;

(iii) there has not been any acquisition or sale by Solid of any material property or assets thereof;

(iv) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Solid of any debt for borrowed money, any creation or assumption by Solid of any Encumbrance, any making by Solid of any loan, advance or capital contribution to or investment in any other Person or any entering into, amendment of, relinquishment, termination or non-renewal by Solid of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on Solid;

(v) Solid has not declared or paid any dividends or made any other distribution in respect of any of the Solid Common Shares;

(vi) Solid has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Solid Common Shares;

(vii) Solid has not made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $10,000;

(viii) other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by Solid to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;

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(ix) Solid has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the Solid Financial Statements; and

(x) Solid has not adopted any, or amended any, collective bargaining agreement, bonus, pension, profit-sharing, stock purchase, stock option or other benefit plan or shareholder rights plan other than the Solid Stock Option Plan.

(j) Employment Agreements. Solid:

(i) is not a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with any director or officer of Solid that would be triggered by Solid entering into this Agreement or the completion of the Amalgamation;

(ii) does not have any employee or consultant whose employment or contract with Solid that cannot be terminated by Solid in accordance with the provisions of such employment or consultant contract following the completion of the Amalgamation; and

(iii) (A) is not a party to any collective bargaining agreement;

(B) is not, to the knowledge of Solid, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement; or

(k) Financial Matters. The audited financial statements of Solid for the financials years ended May 31, 2024 and 2023 and the respective notes thereto (collectively, the "Solid Financial Statements") were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of Solid at the respective dates indicated and the results of operations of Solid for the periods covered. Except as disclosed in the Solid Financial Statements, as of the date hereof Solid does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Solid Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business since May 31, 2024, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Solid.

(l) Ordinary Course. Since incorporation, Solid has carried on no business other than those permitted by Policy 2.4 and except as set out in the Solid Financial Statements, and except for the transactions by this Agreement, Solid has carried on its business consistent with the practices of a capital pool company in accordance with the policies of the TSXV, and Solid has not carried on any business or entered into any contract, commitment or agreement of any sort whatsoever other than as disclosed in the Solid Public Documents.

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(m) Books and Records. The corporate records and minute books of Solid have been maintained in accordance with all Applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Solid. Financial books and records and accounts of Solid, in all material respects:

(i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;

(ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Solid; and

(iii) accurately and fairly reflect the basis for the Solid Financial Statements.

(n) Litigation. There is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Solid threatened against or relating to Solid or affecting its properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Solid, and Solid is not aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Solid, threatened against or relating to Solid before any Governmental Entity. Neither Solid nor any of its properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Solid or any of the Solid to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on Solid.

(o) Title to Properties and Operational Matters. Solid has no material property or assets, except as set forth in the Solid Financial Statements.

(p) Expenses and Obligations. Solid has no obligations or commitments to incur any expenses of any sort whatsoever from the date hereof until completion of the Amalgamation, other than general administrative expenses consistent with past practice and expenses related to the completion of the Transaction.

(q) Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Solid:

(i) Solid has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

(ii) Solid has:

(A) duly and timely paid all Taxes due and payable by it;

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(iii) the charges, accruals and reserves for Taxes reflected on the Solid Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of Solid, adequate under IFRS, as applicable, to cover Taxes with respect to Solid accruing through the date hereof;

(iv) there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Solid, threatened against Solid that propose to assess Taxes in addition to those reported in the Tax Returns; and

(v) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to Solid.

(r) Pension and Employee Benefits. Solid has complied, in all material respects with all of the terms of the pension and other employee compensation and benefit obligations of Solid, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Solid, other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on Solid.

(s) Reporting Status. Solid is a reporting issuer in good standing in the provinces of British Columbia and Alberta.

(t) TSXV Policies. The Solid Common Shares are listed on the TSXV and Solid is in material compliance with all policies and requirements of the TSXV, including, without limitation, Policy 2.4, and has not carried on any business activities except as permitted thereby.

(u) Reports. To the knowledge of Solid, since May 31, 2024, Solid has filed with the Securities Authorities, all applicable self-regulatory authorities and the TSXV, a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it, including the Solid Public Documents. The Solid Public Documents, at the time filed or, if amended, as of the date of such amendment:

(i) did not contain any Misrepresentation; and

(ii) complied in all material respects with the requirements of Applicable Laws and the rules, policies and instruments of all Securities Authorities or stock exchange or other self-regulatory authority having jurisdiction over Solid except where such

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non-compliance has not had or would not reasonably be expected to have a Material Adverse Effect on Solid.

Solid has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential.

(v) Compliance with Laws. Solid has complied with and is not in violation of any Applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Solid.

(w) No Cease Trade. Other than the TSXV halt on the trading of the Solid Common Shares on the TSXV pursuant to TSXV policies, Solid is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of Solid, no investigation or other proceedings involving Solid that may operate to prevent or restrict trading of any securities of Solid are currently in progress or pending before any applicable stock exchange or Securities Authority.

(x) Certain Contracts. Solid is not a party to or bound by any non-competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to:

(i) limit the manner or the localities in which all or any material portion of the business of Solid is conducted;

(ii) limit any business practice of Solid in any material respect;

(iii) restrict any acquisition or disposition of any property by Solid in any material respect; or

(iv) limit the conduct of business by BBG as currently conducted.

(y) No Broker's Commission. Solid has not entered into any agreement that would entitle any Person to any valid claim against Solid for a broker's commission, finder's fee or any like payment in respect of the Amalgamation or any other matter contemplated by this Agreement.

(z) Shares. The Solid Common Shares to be issued pursuant to the Amalgamation will, upon issue, be issued as fully paid and non-assessable shares free and clear of all Encumbrances and, subject to the completion of the Transaction, approval of the TSXV and any escrow requirements imposed thereby, listed for trading on the TSXV.

(aa) No Shareholdings in BBG. Solid does not, legally or beneficially, own, directly or indirectly, any securities of BBG and does not have any right, agreement or obligation to purchase any securities of BBG or any securities or obligations of any kind convertible into or exchangeable for any securities of BBG, except as otherwise set out in this Agreement.

(bb) Shareholder Approval. To the best of Solid's knowledge, none of the Non-Arm's Length Parties to Solid (as defined for the purpose of the TSXV policies) have any direct or indirect interest in BBG or the Assets, or any other relationship which would result in the transactions contemplated pursuant to this Agreement requiring approval by Solid's shareholders under the policies of the TSXV.

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(cc) Restrictions on Business Activities. Except to the extent that Solid must comply with the policies of the TSXV and Applicable Laws, Solid is not a party to or bound or affected by any commitment, agreement or document which would prohibit or restrict Solid from entering into and completing the transactions contemplated pursuant to this Agreement.

(dd) Creditors of Solid. Solid has reasonable grounds for believing that no creditor of Solid will be materially prejudiced by the Amalgamation.

(ee) Solvency of Solid. There are reasonable grounds for believing that Solid is able to pay its liabilities as they become due and, at the Effective Time, will be able to pay its liabilities as they become due.

(ff) Anti-Bribery Laws. Neither Solid nor to the knowledge of Solid, any director, officer, employee, consultant, representative or agent of Solid, has (i) violated any anti-bribery or anti-corruption laws applicable to Solid, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any government official, whether directly or through any other Person, for the purpose of influencing any act or decision of a government official in his or her official capacity; inducing a government official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a government official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of Solid in obtaining or retaining business for or with, or directing business to, any Person; or to any Person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither Solid nor, to the knowledge of Solid, any director, officer, employee, consultant, representative or agent of Solid, has (i) conducted or initiated any review, audit, or internal investigation that concluded Solid or any director, officer, employee, consultant, representative or agent of Solid violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any Applicable Laws, or received any notice, request, or citation from any Person alleging non-compliance with any Applicable Laws.

(gg) Right to Use Personal Information. All personal information in the possession of Solid has been collected, used and disclosed in compliance with all Applicable Laws in those jurisdictions in which Solid, or Solid is deemed by operation of law in those jurisdictions, to conduct its business. Solid has disclosed to BBG all contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other contracts, or facts which, on completion of the transactions contemplated by this Agreement, would restrict or interfere with the use of any personal information by Solid in the operation of its business as conducted by Solid before the Effective Time. There are no claims pending or, to the knowledge of Solid, threatened, with respect to Solid’s collection, use or disclosure of personal information.

(hh) Full Disclosure. All of the data and information in respect of Solid provided or disclosed to BBG or any of its officers, employees, agents or other representatives by or on behalf of

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Solid was and is accurate and correct in all material respects as of the date on which such information was provided.

(ii) U.S. Securities Laws Matters. Solid is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act. Solid does not have a “substantial U.S. market interest” as defined in Regulation S in any class of its securities. No class of Solid’s securities is registered or required to be registered under Section 12(b) or 12(g) of the U.S. Exchange Act, nor is Solid subject to the reporting obligations of Section 13(a) or 15(d) of the U.S. Exchange Act. Solid is not registered or required to register as an “investment company” under the United States Investment Company Act of 1940, as amended. Neither Solid nor any of its predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. None of Solid, any of its predecessors, any affiliated issuer of Solid, any director or executive officer of Solid, any other officer of Solid participating in the offering of the Solid Common Shares to BBG Shareholders pursuant to Regulation D, any beneficial owner of 20% or more of Solid’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter connected with Solid in any capacity is subject to any of the “Bad Actor” disqualifications provisions described in Rule 506(d) of Regulation D (a “Disqualification Event”). Solid has not paid and will not pay, and to the knowledge of Solid, is not aware of any person that has paid or will pay, directly or indirectly, any renumeration to any person for solicitation of any BBG Shareholders who will receive Solid Common Shares pursuant to Regulation D.

3.3 Survival of Representations and Warranties

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Parties. The representations and warranties of the Parties contained in this Agreement will not survive the completion of the Amalgamation and will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. This Section 3.3 will not limit any covenant or agreement of any of the Parties, which, by its terms, contemplates performance after the Effective Time or the date on which this Agreement is terminated, as the case may be.

ARTICLE 4 COVENANTS

4.1 Covenants of BBG

BBG hereby covenants and agrees with Solid as follows:

(a) BBG Shareholder Approval. BBG shall conduct the BBG Meeting in all material respects in compliance with the articles of BBG and any instrument governing such meeting, and as otherwise required by Applicable Laws.

(b) BBG Meeting Materials. BBG shall prepare (in consultation with Solid) and distribute to the BBG Shareholders the BBG Meeting Materials and any amendments or supplements thereto, as required by and in compliance with Applicable Laws and the constating documents of BBG and, without limiting the generality of the foregoing, BBG will ensure that the BBG Meeting Materials provides BBG Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters before them, and will set out Solid Information in the BBG Meeting Materials in the form approved by Solid

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(as reviewed by and commented by Solid, acting reasonably). BBG shall ensure that all information contained in the BBG Meeting Materials (other than the Solid Information provided for use in the BBG Meeting Materials) shall not contain any Misrepresentation. The BBG Meeting Materials shall include the unanimous recommendation of the BBG Board that BBG Shareholders vote in favour of the Amalgamation, which recommendation may not be withdrawn, modified or changed in any manner except as set forth herein.

(c) TSXV Approval. BBG shall use commercially reasonable efforts to assist Solid in complying with Policy 2.4 so that the Transaction will be accepted as the “Qualifying Transaction” of Solid pursuant to such policy.

(d) Copy of Documents. BBG shall furnish promptly to Solid a copy of any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement.

(e) Certain Actions Prohibited. Other than in contemplation of or as required to give effect to the transactions contemplated by this Agreement or as otherwise permitted pursuant to this Agreement, BBG shall not, without the prior written consent of Solid, which consent shall not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Effective Date:

(i) issue, issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on any shares of BBG, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of BBG, other than the issue of securities pursuant to the Concurrent Financing;

(ii) incur or commit to incur in any debt, except in the ordinary and regular course of business, or to finance its working capital requirements, or as otherwise contemplated in connection with the transactions contemplated in this Agreement;

(iii) declare or pay any dividends or distribute any of its property or assets to shareholders with respect to the BBG Common Shares;

(iv) enter into any Material Contracts, other than in the ordinary and regular course of business, in connection with the Transaction or as otherwise contemplated herein;

(v) alter or amend its notice of articles or articles, other than as may be required in connection with the transactions contemplated herein;

(vi) split, combine or reclassify any outstanding BBG Common Shares;

(vii) reorganize, amalgamate, arrange or merge with any other Person;

(viii) reduce its stated capital;

(ix) engage in any business enterprise or other activity different from that carried on or contemplated as of the date hereof;

(x) other than pursuant to the terms of property acquisitions or in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any interest in,

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encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets, except where to do so would not have a Material Adverse Effect on BBG;

(xi) redeem, purchase or offer to purchase any of BBG Common Shares or any of its other securities, other than as contemplated by this Agreement;

(xii) amend the terms of any convertible security issued and outstanding;

(xiii) enter into or modify any employment, severance, collective bargaining or similar agreements or arrangements with, or grant any bonuses, salary increases, benefit increases, severance or termination pay to, any officers, directors, employees or consultants other than pursuant to agreements and arrangements previously entered into or in accordance with this Agreement;

(xiv) adopt or amend any bonus, profit sharing, incentive, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any employee;

(xv) other than pursuant to commitments entered into prior to the date of the Agreement and disclosed to the other Parties in writing prior to the date hereof, pay, discharge or satisfy any material claims, liabilities or obligations other than in the ordinary and regular course of business;

(xvi) make any payment to any director, officer or employee outside of their ordinary and usual compensation for services provided;

(xvii) grant any officer, director or employee an increase in compensation in any form or take any action with respect to the amendment or grant of any severance or termination pay policies or arrangements; or

(xviii) acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

(f) Certain Actions. BBG shall:

(i) not take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification), inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by BBG in this Agreement untrue or inaccurate in any material respect at any time on or before the Effective Date if then made or that would or could have a Material Adverse Effect on BBG; and

(ii) promptly notify Solid of:

(A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to

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become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of BBG;

(B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(D) any event occurring subsequent to the date hereof that would render any representation or warranty of BBG contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.

(g) Satisfaction of Conditions. BBG shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain the BBG Shareholder Approval in accordance with the provisions of the BCBCA and the requirements of any applicable regulatory authority;

(ii) obtain all other consents, approvals and authorizations as are required to be obtained by BBG under any Applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on BBG;

(iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;

(iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the parties hereto to consummate, the transactions contemplated hereby, subject to the BBG Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under Applicable Laws, and provided that, immediately upon receipt of such advice, BBG advises Solid in writing that it has received such advice and provides written details thereof to Solid;

(v) fulfill all conditions and satisfy all provisions of this Agreement and the Amalgamation required to be fulfilled or satisfied by BBG; and

(vi) co-operate with Solid in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate

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BBG to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement;

(h) Keep Fully Informed. Subject to Applicable Laws, BBG shall use commercially reasonable efforts to conduct itself so as to keep Solid fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

(i) Co-operation. BBG shall make, or cooperate as necessary in the making of, all necessary filings and applications under all Applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Applicable Laws.

(j) Representations. BBG shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of BBG contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date.

(k) Closing Documents. BBG shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by Solid, all in form satisfactory to Solid, acting reasonably.

(l) Concurrent Financing. Prior to the Effective Time, BBG will use its commercially reasonable efforts to complete the Concurrent Financing.

4.2 Covenants of Solid

Solid hereby covenants and agrees with BBG as follows:

(a) BBG Meeting Materials. Solid shall assist BBG, as required, in the preparation of the BBG Meeting Materials and provide to BBG, in a timely and expeditious manner, all information as may be required by Applicable Laws with respect to Solid for inclusion in the BBG Meeting Materials and any amendments or supplements thereto, in each case complying in all material respects with all Applicable Laws. Solid shall ensure that the Solid Information provided for use in the BBG Meeting Materials shall not contain any Misrepresentation. If, at any time before the Effective Date, Solid becomes aware that the BBG Meeting Materials contains a Misrepresentation or otherwise requires an amendment or supplement, Solid shall notify BBG and co-operate in the preparation and filing of any amendment or supplement to the BBG Meeting Materials as required or as appropriate.

(b) TSXV Approval. Solid shall comply with Policy 2.4 so that the Amalgamation will be accepted as the “Qualifying Transaction” of Solid pursuant to such policy and the Solid Common Shares issuable to the BBG Shareholders pursuant to transactions contemplated herein are accepted for listing by the TSXV as of the Effective Date.

(c) Copy of Documents. Solid shall furnish promptly to BBG a copy of any filing under any Applicable Laws and any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement.

(d) Certain Actions Prohibited. Other than in contemplation of or as required to give effect to the transactions contemplated by this Agreement or as otherwise permitted pursuant to this Agreement, Solid shall not, without the prior written consent of BBG, which consent shall

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not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Effective Date:

(i) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of Solid, other than on exercise of existing convertible securities of Solid;

(ii) incur or commit to incur any debt, except in the ordinary and regular course of business, or to finance its working capital requirements, or as otherwise contemplated herein in connection with the transactions contemplated by this Agreement;

(iii) declare or pay any dividends or distribute any of its properties or assets to shareholders with respect to the Solid Common Shares;

(iv) enter into material contracts, other than in the ordinary and regular course of business, in connection with the Transaction or as otherwise contemplated herein;

(v) alter or amend its notice of articles or articles, other than as may be required in connection with the transactions contemplated herein;

(vi) split, combine or reclassify any outstanding Solid Common Shares;

(vii) reorganize, amalgamate, arrange or merge with any other Person;

(viii) reduce its stated capital;

(ix) engage in any business enterprise or other activity different from that carried on or contemplated as of the date hereof, and, without restricting the generality of the foregoing, shall not carry on any activities that are prohibited for a capital pool company pursuant to Policy 2.4;

(x) other than pursuant to the terms of property acquisitions or in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets except where to do so would not have a Material Adverse Effect on Solid;

(xi) redeem, purchase or offer to purchase any of the Solid Common Shares or other securities;

(xii) amend the terms of any convertible security issued and outstanding;

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(xvi) make any payment to any director, officer or employee outside of their ordinary and usual compensation for services provided;

(xviii) acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

(e) Certain Actions. Solid shall:

(i) not take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification), inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by Solid in this Agreement untrue or inaccurate in any material respect at any time on or before the Effective Date if then made or that would or could have a Material Adverse Effect on Solid; and

(ii) promptly notify BBG of:

(A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of Solid;

(B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(D) any event occurring subsequent to the date hereof that would render any representation or warranty of Solid contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.

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(f) Satisfaction of Conditions. Solid shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control 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 all Applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain all other consents, approvals and authorizations as are required to be obtained by Solid under any Applicable Laws or from any Governmental Entity or under the rules or policies of the TSXV that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Solid;

(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity;

(iii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the parties hereto to consummate, the transactions contemplated hereby, subject to the Solid Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under Applicable Laws, and provided that, immediately upon receipt of such advice, Solid advises BBG in writing that it has received such advice and provides written details thereof to BBG;

(iv) fulfill all conditions and satisfy all provisions of this Agreement and the Amalgamation required to be fulfilled or satisfied by Solid; and

(v) co-operate with BBG in connection with the performance by BBG of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Solid to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

(g) Keep Fully Informed. Subject to Applicable Laws, Solid shall use commercially reasonable efforts to conduct itself so as to keep BBG fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

(h) Co-operation. Solid shall make, or cooperate as necessary in the making of, all necessary filings and applications under all Applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

(i) Representations. Solid shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of Solid contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date.

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(j) Closing Documents. Solid shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, opinions, resolutions and other closing documents as may be required by BBG, all in form satisfactory to BBG, acting reasonably.

(k) Newco. In its capacity as the sole shareholder of Newco, Solid shall:

(i) take all such action as is necessary or desirable to cause Newco to satisfy its obligations hereunder, including without limitation, passing the Newco Resolution in the form attached hereto as Schedule B, on or prior to the Effective Date, or such other date as may be agreed to by BBG and Solid, acting reasonably;

(ii) prior to the Effective Date, not cause or permit Newco to issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities except for the issuance of a nominal number of Newco Shares to Solid, or carry on any business, enter into any transaction or effect any corporate act whatsoever, other than as contemplated herein or as reasonably necessary to carry out the Amalgamation, unless previously consented to in writing by BBG; and

(iii) after the Effective Date, cause Amalco to satisfy any obligations which Amalco may have to a BBG Shareholder who exercises Dissent Rights.

(l) Shares. Solid will issue, at the Effective Time, Solid Common Shares, in accordance with the terms thereof, to those BBG Shareholders who are entitled to receive Solid Common Shares pursuant to the Amalgamation.

(m) Listing of Shares. Until the earlier of:

(i) the Effective Time; and

(ii) the termination of this Agreement in accordance with Section 6.2,

Solid shall use its commercially reasonable efforts to ensure that the Solid Common Shares are continuously listed and posted for trading on the TSXV (it being expressly acknowledged that the trading of the Solid Common Shares has been halted upon the announcement of the Transaction and is expected to remain halted until completion of the Transaction).

(n) Change to Directors and Officers of Solid. Prior to completion of the Amalgamation, Solid shall use commercially reasonable efforts to obtain duly executed resignations and releases in favour of Solid in the form and substance satisfactory to BBG, acting reasonably, from each director and officer of Solid who will no longer be serving in such capacity or capacities following completion of the Amalgamation such that upon the Effective Date, the Solid Board will have been re-organized to consist of five directors nominated by BBG, being Kenneth Berry, Tiziano Romagnoli, Rajwant Kang, Tom Martin, and Meghan Brown. Upon the Effective Date, the officers of Solid will resign and there will be appointed in their place as officers of Solid such individuals as BBG shall designate.

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4.3 Mutual Covenants of Solid and BBG

(a) Completion of Amalgamation. Subject to the satisfaction of all conditions precedent hereunder, each of the Parties agrees that, it shall complete the Amalgamation on the date that is seven (7) clear Business Days following the filing of the Filing Statement on SEDAR+, or such date as the Parties may mutually agree to and prior to the Completion Deadline.

At the Effective Time, Solid shall use commercially reasonable efforts to cause the Solid Board to approve resolutions to:

(i) accept the resignations from the directors and officers of Solid that will no longer be serving in such capacity following the completion of the Amalgamation;

(ii) change the composition of the Solid Board such that it will be comprised of five directors nominated by BBG; and

(iii) appoint officers of Solid as BBG shall designate.

(b) U.S. Securities Laws Matters. With respect to the U.S. Securities Act and applicable state securities laws, to satisfy available exemptions or exclusions from the registration requirements of the U.S. Securities Act and applicable state securities laws with respect to the transactions contemplated herein; unless otherwise agreed by the Parties, the Parties will act in a manner consistent with Solid relying on Regulation S for the issuance of Solid Common Shares to the former BBG Shareholders that are outside the United States and relying on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act for the issuance of Solid Common Shares to the former BBG Shareholders that are inside the United States.

(c) Confidential Information. Each of the Parties agrees that any information as to the other Party's financial condition, business, properties, title, assets and affairs (including any material contracts) received from the other Party as part of its due diligence investigations in connection with the transactions contemplated in this Agreement, including information which, at the time of receipt had not become generally available to the public, was not available to a Party or its representatives on a non-confidential basis before the date of the Letter Agreement or does not become available to a Party or its representatives on a non-confidential basis from a person who is not, to the knowledge of the Party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the Party or its representatives ("confidential information") will be kept confidential by such Party for a period of two (2) years from the date thereof. Prior to releasing any confidential information, Solid or BBG, as applicable, may require the recipient of the confidential information to enter into a mutually acceptable confidentiality agreement. No confidential information may be released to third parties without the consent of the provider thereof, except that the parties hereto agree that they will not unreasonably withhold such consent to the extent that such confidential information is compelled to be released by legal process or must be released to regulatory bodies and/or included in public documents. The provisions of this Section 4.3(b) shall survive the termination of this Agreement.

(d) Public Statements. Each of the Parties will advise the other Party, in advance of any public statement which they propose to make in respect of the Transaction, provided that no Party

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shall be prevented from making any disclosure statement which is required to be made by Applicable Laws or any rule of a stock exchange or a similar organization to which it is bound.

(e) Exclusive Dealing. Each Party covenants and agrees with the other Party that, until the termination of this Agreement in accordance with Section 6.2, it will not, and shall cause each of its officers, directors, employees, agents or affiliates (and their officers, directors or employees) to not, directly or indirectly, without prior written consent of the other Party:

(i) except in connection with the Concurrent Financing, initiate, solicit, cause, facilitate or participate in any (confidential or otherwise) discussion, negotiation, offer or expression of interest with respect to any possible acquisition of (whether by way of merger, purchase of shares, purchase of assets or otherwise) or any material portion of its securities or assets;

(ii) provide any information with respect to itself or any of its assets to any Person, other than the Parties, relating to any possible acquisition of (whether by way of merger, purchase of shares, purchase of assets or otherwise) or any material portion of its securities or assets;

(iii) enter into an agreement with any Person, other than the Parties, providing for the acquisition of such Party or any of its affiliates (whether by way of merger, purchase of shares, purchase of assets or otherwise) or any material portion of its securities or assets;

(iv) make or authorize any statement, recommendation or solicitation in support of any possible acquisition of such Party (whether by way of merger, purchase of shares, purchase of assets or otherwise) or any material portion of its securities or assets by any Person, other than by the Parties.

(v) except with regard to the Amalgamation, pursue any other material amalgamation, merger, arrangement, business combination or sale of assets or make any other material change to its business, capital or affairs; or

(vi) conduct any activity otherwise materially detrimental to the Amalgamation.

In addition to the foregoing, if any Party or any of its officers, directors, agents, or affiliates receives any unsolicited offer or proposal to enter negotiations relating to any of the above, such Party shall immediately notify the other Parties thereof, including information as to the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be. Notwithstanding the foregoing, this Section does not restrict, limit or prohibit the directors of any Party from exercising its fiduciary duties under Applicable Law where in the good faith judgment of the board of directors of such Party, after consultation with outside legal counsel, failure to take such action would be inconsistent with the exercise of its fiduciary duties. For greater certainty, such fiduciary duty shall not relieve such Party of its obligations under this Agreement or limit the remedies (including specific performance and injunctive relief) available to the other Parties.

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ARTICLE 5

CONDITIONS

5.1 Mutual Conditions in Favour of Solid and BBG

The respective obligations of BBG and Solid to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below:

(a) the BBG Shareholder Approval shall have been obtained in accordance with the provisions of the BCBCA and the requirements of any applicable regulatory authority;

(b) Solid shall have obtained the requisite approval of the holders of Solid Common Shares in respect of the transactions contemplated hereunder, as may be required;

(d) at or prior to the Effective Time, the Concurrent Financing shall have been completed;

(e) at or prior to the Effective Time, Solid shall have completed the Name Change;

(f) each of the BBG Board, the Solid Board and Newco shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by BBG and Solid to permit the consummation of the Amalgamation and all other matters contemplated in this Agreement;

(g) the Filing Statement shall have been approved by the TSXV;

(h) the Transaction shall have been conditionally approved by the TSXV, and the TSXV shall have conditionally approved for listing on the TSXV all of the Solid Common Shares issuable to BBG Shareholders pursuant to the Transaction on terms and conditions acceptable to each of the Parties, acting reasonably;

(i) on completion of the Amalgamation, each of the parties as required by the TSXV shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV;

(j) the distribution of the Solid Common Shares pursuant to the Amalgamation shall be exempt from prospectus and registration requirements under applicable securities laws of Canada and, except with respect to persons deemed to be “control persons” of Solid under such securities Laws, such Solid Common Shares shall not be subject to any resale restrictions in Canada under such securities Laws, other than TSXV escrow and seed share matrix resale restrictions;

(k) exemptions from the registration requirements of the U.S. Securities Act and the applicable state securities laws shall be available for the transactions contemplated hereby; and

(l) there shall be no action taken under any existing Applicable Laws or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority or similar agency, domestic or foreign, that:

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(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation, or any other transactions contemplated herein; or
(ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein.

The foregoing conditions are for the mutual benefit of the Parties and may be waived by mutual consent of Solid and BBG in writing at any time. No such waiver shall be of any effect unless it is in writing signed by both Parties. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, any Party may terminate this Agreement by written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such terminating Party.

5.2 Conditions in Favour of BBG

The obligation of BBG to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

(a) as at the Effective Time, the Solid Board will have been restructured as set out in Section 4.2(n);
(b) Solid shall have procured duly executed resignations and releases in favour of Solid effective at the Effective Time from each director and officer of Solid who will no longer be serving in such capacity or capacities following completion of the Amalgamation;
(c) the representations and warranties made by Solid in this Agreement that are qualified by the expression "Material Adverse Change" or "Material Adverse Effect" shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Solid in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either individually or in the aggregate, in the reasonable judgment of BBG, have a Material Adverse Effect on Solid, and Solid shall have provided to BBG a certificate of one officer thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date. No representation or warranty made by Solid hereunder shall be deemed not to be true and correct if the facts or circumstances which make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;
(d) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of Solid;
(e) Newco shall not have engaged in any business enterprise or other activity or had any assets or liabilities;

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(f) Solid shall have complied in all material respects with its covenants herein and Solid shall have provided to BBG a certificate of one officer thereof, certifying that, as of the Effective Date, it has so complied with their covenants herein; and

(g) the Solid Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Solid and BBG to permit the consummation of the Amalgamation and the transactions to be completed by Solid pursuant to the terms of this Agreement.

The foregoing conditions are for the benefit of BBG and may be waived, in whole or in part, by BBG in writing at any time. No such waiver shall be of any effect unless it is in writing signed by BBG. If any of such conditions shall not be complied with or waived by BBG on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, BBG may terminate this Agreement by written notice to BBG in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by BBG.

5.3 Conditions in Favour of Solid

The obligation of Solid to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

(a) the representations and warranties made by BBG in this Agreement that are qualified by the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by BBG in this Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either, individually or in the aggregate, in the reasonable judgment of Solid, have a Material Adverse Effect on BBG, and BBG shall have provided to Solid a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date. No representation or warranty made by BBG hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;

(b) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of BBG;

(c) Dissenting Shareholders shall not have validly exercised Dissent Rights in respect of the Amalgamation for more than 5% of the outstanding BBG Common Shares as at the Effective Time;

(d) BBG shall have complied in all material respects with its covenants herein and BBG shall have provided to Solid a certificate of one officer thereof certifying that, as of the Effective Date, BBG has so complied with its covenants herein; and

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(e) the BBG Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by BBG to permit the consummation of the Amalgamation and the transactions to be completed by BBG pursuant to the terms of this Agreement.

The foregoing conditions are for the benefit of Solid and may be waived, in whole or in part, by Solid in writing at any time. No such waiver shall be of any effect unless it is in writing signed by Solid. If any of such conditions shall not be complied with or waived by Solid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, Solid may terminate this Agreement by written notice to BBG in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Solid.

5.4 Notice and Cure Provisions

Each Party hereto shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could:

(a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;

(b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party on or before the Effective Date; or

(c) result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 5.1, 5.2 or 5.3, as the case may be.

Subject as herein provided, a Party may:

(a) elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in Section 5.1, 5.2 or 5.3 not being satisfied or waived; or

(b) exercise any termination right arising therefrom; provided, however, that:

(i) promptly and in any event prior to the Effective Date, the Party hereto intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be; and

(ii) if any such notice is delivered, and a Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the Party that has delivered such notice may not terminate this Agreement until the lesser of ten (10) days from the date of delivery of such notice and the number of days remaining before the earlier of the Effective Date and the Completion Deadline.

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52 -

5.5 Merger of Conditions

If no notice has been sent by either Party pursuant to Section 5.4 prior to the Effective Date, the conditions set out in Section 5.1, 5.2 or 5.3 shall be conclusively deemed to have been satisfied, fulfilled or waived as of the Effective Time.

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

This Agreement may, at any time and from time to time before or after the receipt of the BBG Shareholder Approval and the execution of the Newco Resolution be amended by mutual written agreement of the Parties without, subject to Applicable Laws, further notice to or authorization on the part of the BBG Shareholders and any such amendment may, without limitation:

(a) change the time for the performance of any of the obligations or acts of any of the Parties hereto;

(b) waive any inaccuracies in or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the Parties hereto; and

(d) waive compliance with or modify any condition herein contained;

provided, however, that notwithstanding the foregoing, following the receipt of the BBG Shareholder Approval, the exchange ratio for the Solid Common Shares to be issued in exchange for BBG Common Shares shall not be amended without the approval of the BBG Shareholders given in the same manner as required for the approval of the Amalgamation.

6.2 Termination

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

(a) by mutual written agreement by BBG, Solid and Newco;

(b) subject to Section 5.4:

(i) by BBG, if any condition in Section 5.2 is not satisfied or waived in accordance with such section;

(ii) by Solid, if any condition in Section 5.3 is not satisfied or waived in accordance with such section; or

(iii) by BBG or by Solid, if any of the conditions in Section 5.1 for the benefit of the terminating party is not satisfied or waived in accordance with such Section 5.1;

(c) by Solid if there is an intentional breach of the covenants of BBG contained herein by BBG or any of its directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Effective Date;

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(d) by BBG if there is an intentional breach of the covenants of Solid contained herein by Solid or any of its directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Effective Date; or
(e) by Solid or by BBG if the Amalgamation shall not have been completed by the Completion Deadline,

provided that any termination by a Party in accordance with the paragraphs above shall be made by such Party delivering written notice thereof to the other Party or parties hereto prior to the earlier of the Effective Date and the Completion Deadline and specifying therein in reasonable detail the matter or matters giving rise to such termination right, and further provided that unless this Agreement is terminated in accordance with Section 6.2(d), BBG shall immediately comply with its obligations under Section 7.3 in respect of the reimbursement of certain Costs incurred by Solid concurrently with the termination of this Agreement, which such obligation shall survive such termination until satisfied in full.

ARTICLE 7

GENERAL

7.1 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party hereto shall be in writing and shall be delivered by hand to the party hereto to which the notice is to be given at the following address or sent by email transmission to the following numbers or to such other address or email address as shall be specified by a Party hereto by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by email be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 5:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

The address for service of each of the parties hereto shall be as follows:

(a) if to BBG:

BBG Metals Corp.

Suite 1125 - 595 Howe Street

Vancouver, BC V6C 2T5

Attention: Kenneth Berry

Email: [REDACTED - PERSONAL INFORMATION]

with a copy (which shall not constitute notice) to:

Maxis Law Corporation

Suite 910 - 800 West Pender Street

Vancouver, B.C., V6C 2V6

Attention: Morgan Hay

Email: [REDACTED - PERSONAL INFORMATION]

(b) if to Solid or Newco:

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54 -

Solid Impact Investments Corp.
c/o Suite 501, 3292 Production Way
Burnaby, B.C., V5A 4R4

Attention: Itamar David
Email: [REDACTED – PERSONAL INFORMATION]

with a copy (which shall not constitute notice) to:

MLT Aikins LLP
Suite 2600, 1066 West Hastings Street
Vancouver, B.C., V6E 3X1

Attention: Mahdi Shams
Email: [REDACTED – PERSONAL INFORMATION]

7.2 Remedies

The parties hereto acknowledge and agree that an award of money damages may be inadequate for any breach of this Agreement by any party hereto or its representatives and advisors and that such breach may cause the non-breaching party hereto irreparable harm. Accordingly, the parties hereto agree that, in the event of any such breach or threatened breach of this Agreement by one of the parties hereto, BBG (if Solid is the breaching party) or Solid (if BBG is the breaching party) will be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief and specific performance. Subject to any other provision hereof, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available hereunder or at law or in equity to each of the parties hereto.

7.3 Expenses

Unless the Amalgamation is completed, each party shall be solely responsible for its own costs and charges incurred with respect to the transactions contemplated hereby (“Costs”), including, without limitation, (i) all costs and charges incurred prior to and after the date of the Agreement; (ii) all TSXV filing and listing fees (including taxes and disbursements thereon and related thereto) in connection with the Transaction in accordance with TSXV Policy 1.3 Schedule of Fees, which for avoidance of doubt shall be paid by BBG; (iii) all legal, valuation, advisory and accounting fees and disbursements relating to preparing the transaction documents or otherwise relating to the transactions contemplated herein; (iv) any applicable provincial, state, federal or other taxes that may be incurred by any Party as a result of or in connection herewith and (v) all costs and charges incurred in connection with the Concurrent Financing, any technical reports, valuations, disclosure documents and any other documents prepared for the TSXV or in compliance with applicable securities laws in connection with the Transaction.

Notwithstanding the foregoing, provided that the Amalgamation is not terminated by BBG due to a breach by Solid under section 6.2(d), if the Amalgamation is not completed following the signing of this Agreement, BBG shall be responsible for Costs incurred by Solid up to a maximum of $10,000 (plus taxes and disbursements). If the Amalgamation is completed, BBG will be responsible for payment of all outstanding and unpaid Costs incurred by Solid in connection with the Amalgamation. The provisions of this Section 7.3 shall survive the termination of this Agreement.

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55 -

7.4 Time of the Essence

Time shall be of the essence in this Agreement.

7.5 Entire Agreement

This Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to the subject matter hereof, including the Letter Agreement. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

7.6 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Amalgamation.

7.7 Governing Law

This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia. The parties hereto irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

7.8 Execution in Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by email or other functionally equivalent electronic means of transmission shall be effective as delivery of a manually executed counterpart of this Agreement, and any party hereto delivering an executed counterpart of the signature page to this Agreement by email or other functionally equivalent electronic means of transmission to any other party hereto shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

7.9 Waiver

No waiver or release by any party hereto shall be effective unless in writing and executed by the party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 6.1.

7.10 No Personal Liability

(a) No director or officer of BBG shall have any personal liability whatsoever to Solid under this Agreement or any other document delivered in connection with this Agreement or the Transaction by or on behalf of BBG.

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(b) No director or officer of Solid shall have any personal liability whatsoever to BBG under this Agreement or any other document delivered in connection with this Agreement or the Transaction by or on behalf of Solid.

7.11 Enurement and Assignment

This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto.

[EXECUTION PAGE FOLLOWS]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

SOLID IMPACT INVESTMENTS CORP.

Per: (signed) “Itamar David”
Authorized Signatory

Itamar David
Name

Chief Executive Officer
Title

BBG METALS CORP.

Per: (signed) “Kenneth Berry”
Authorized Signatory

Kenneth Berry
Name

Chief Executive Officer
Title

1516563 B.C. LTD.

Per: (signed) “Itamar David”
Authorized Signatory

Itamar David
Name

Chief Executive Officer
Title

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A-1

SCHEDULE A

FORM OF BBG RESOLUTION

BE IT RESOLVED as a special resolution that:

The amalgamation (the “Amalgamation”) under the Business Corporations Act (British Columbia) (the “BCBCA”) involving BBG Metals Corp. (the “Company”), Solid Impact Investments Corp. (“Solid”) and 1516563 B.C. Ltd. (“Newco”), a wholly-owned subsidiary of Solid, pursuant to the terms and conditions contained in the amalgamation agreement (the “Amalgamation Agreement”) dated December 18, 2024 (as the same may be or has been modified or amended), is hereby authorized and approved.
The execution and delivery by the Company of the Amalgamation Agreement is hereby ratified, confirmed and approved, and the Amalgamation is hereby adopted.
Any officer or director of the Company is hereby authorized and directed, on behalf of the Company, to execute and deliver an amalgamation application to the registrar appointed under Section 400 of the BCBCA with respect to the Amalgamation.
Notwithstanding that this special resolution has been passed (and the Amalgamation Agreement adopted) by the shareholders of the Company, the directors of the Company are hereby authorized and empowered without further approval of the shareholders of the Company at any time prior to the issuance by the registrar under the BCBCA of a certificate of amalgamation in respect of the Amalgamation (i) to amend the Amalgamation Agreement to the extent permitted by the Amalgamation Agreement, and (ii) not to proceed with Amalgamation to the extent permitted by the Amalgamation Agreement or otherwise give effect to these resolutions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of and in the name of the Company to execute, under the seal of the Company or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, including delivering such documents as are necessary or desirable to the registrar appointed under Section 400 of the BCBCA for filing in accordance with the Amalgamation Agreement, as such officer or director, in his absolute discretion, determines to be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing.

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B-1

SCHEDULE B

FORM OF NEWCO RESOLUTION

BE IT RESOLVED as a special resolution that:

The amalgamation (the “Amalgamation”) under the Business Corporations Act (British Columbia) (the “BCBCA”) involving BBG Metals Corp. (“BBG”), Solid Impact Investments Corp. (“Solid”) and 1516563 B.C. Ltd. (the “Company”), a wholly-owned subsidiary of Solid, pursuant to the terms and conditions contained in the amalgamation agreement (the “Amalgamation Agreement”) dated December 18, 2024 (as the same may be or has been modified or amended), is hereby authorized and approved.
The execution and delivery by the Company of the Amalgamation Agreement is hereby ratified, confirmed and approved, and the Amalgamation is hereby adopted.
Any officer or director of the Company is hereby authorized and directed, on behalf of the Company, to execute and deliver an amalgamation application to the registrar appointed under Section 400 of the BCBCA with respect to the Amalgamation.
Notwithstanding that this special resolution has been passed (and the Amalgamation Agreement adopted) by the shareholders of the Company, the directors of the Company are hereby authorized and empowered without further approval of the shareholders of the Company at any time prior to the issuance by the registrar under the BCBCA of a certificate of amalgamation in respect of the Amalgamation (i) to amend the Amalgamation Agreement to the extent permitted by the Amalgamation Agreement, and (ii) not to proceed with Amalgamation to the extent permitted by the Amalgamation Agreement or otherwise give effect to these resolutions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of and in the name of the Company to execute, under the seal of the Company or otherwise, and to deliver all documents, agreements and instruments and to do all such other acts and things, including delivering such documents as are necessary or desirable to the registrar appointed under Section 400 of the BCBCA for filing in accordance with the Amalgamation Agreement, as such officer or director, in his absolute discretion, determines to be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing.

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C-1

SCHEDULE C

FORM OF AMALGAMATION APPLICATION

See Attached Document

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BRITISH COLUMBIA

Ministry of Finance
Corporate and Personal
Property Registries
www.fin.gov.bc.ca/registries

AMALGAMATION APPLICATION

FORM 13 – BC COMPANY
Section 275 Business Corporations Act

Telephone: 250 356 – 8626

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

Freedom of Information and Protection of Privacy Act (FIPPA)
The personal information requested on this form is made available to the public under the authority of the Business Corporations Act. Questions about how the FIPPA applies to this personal information can be directed to the Administrative Assistant of the Corporate and Personal Property Registries at 250 356-1198, PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.

A. NAME OF COMPANY – Choose one of the following:

☑ The name Galactic Gold Holding Corp. is the name reserved for the amalgamated company. The name reservation number is: NR _____, OR

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

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

The name of the amalgamating company being adopted is:

The incorporation number of that company is: ___

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

B. AMALGAMATION STATEMENT – Please indicate the statement applicable to the amalgamation.

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

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

C. AMALGAMATION EFFECTIVE DATE – Choose one of the following:

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

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

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

Rev. 2005/3/4
FORM 13 – Leitch Systems Design Inc. – Approved July 4, 2005
Adapted and reprinted with permission of the Province of British Columbia – © 2004

D. AMALGAMATING CORPORATIONS

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

NAME OF AMALGAMATING CORPORATION	BC INCORPORATION NUMBER, OR EXTRAPROVINCIAL REGISTRATION NUMBER IN BC	FOREIGN CORPORATION'S JURISDICTION
1. BBG Metals Corp.	BC1296388
2. 1516563 B.C. Ltd.	BC1516563

E. FORMALITIES TO AMALGAMATION

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

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

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

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

NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	DATE SIGNED (YYYY / MM / DD)
1.	X
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	DATE SIGNED (YYYY / MM / DD)
2.	X
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	DATE SIGNED (YYYY / MM / DD)
3.	X
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	DATE SIGNED (YYYY / MM / DD)
4.	X
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION	DATE SIGNED (YYYY / MM / DD)
5.	X

Page 2

NOTICE OF ARTICLES

A. NAME OF COMPANY

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

Galactic Gold Holding Corp.

B. TRANSLATION OF COMPANY NAME

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

N/A

C. DIRECTOR NAME(S) AND ADDRESS(ES)

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9:00 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual's residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.

| LAST NAME | FIRST NAME | MIDDLE NAME | DELIVERY ADDRESS INCLUDING
PROVINCE/STATE, COUNTRY AND POSTAL/ZIP CODE | MAILING ADDRESS INCLUDING
PROVINCE/STATE, COUNTRY AND POSTAL/ZIP CODE |
| --- | --- | --- | --- | --- |
| Berry, Kenneth | | | 1650 – 1075 Georgia Street,
Vancouver, BC, V6E 3C9 | 1650 – 1075 Georgia Street,
Vancouver, BC, V6E 3C9 |

D. REGISTERED OFFICE ADDRESSES

DELIVERY ADDRESS OF THE COMPANY'S REGISTERED OFFICE (INCLUDING BC and POSTAL CODE)

910-800 West Pender Street, Vancouver, BC V6C 2V6

MAILING ADDRESS OF THE COMPANY'S REGISTERED OFFICE (INCLUDING BC and POSTAL CODE)

910-800 West Pender Street, Vancouver, BC V6C 2V6

E. RECORDS OFFICE ADDRESSES

DELIVERY ADDRESS OF THE COMPANY'S RECORDS OFFICE (INCLUDING BC and POSTAL CODE)

910-800 West Pender Street, Vancouver, BC V6C 2V6

MAILING ADDRESS OF THE COMPANY'S RECORDS OFFICE (INCLUDING BC and POSTAL CODE)

910-800 West Pender Street, Vancouver, BC V6C 2V6

F. AUTHORIZED SHARE STRUCTURE

Identifying name of class or series of shares	Maximum number of shares of this class or series of shares that the company is authorized to issue, or indicate there is no maximum number	Kind of shares of this class or series of shares		Are there special rights or restrictions attached to the shares of this class or series of shares?
	MAXIMUM NUMBER OF SHARES AUTHORIZED OR NO MAXIMUM NUMBER	PAR VALUE OR WITHOUT PAR VALUE	TYPE OF CURRENCY	YES/NO
Common	No Maximum Number	Without	n/a	Yes

Rev. 2005/3/4

FORM 13 – Leitch Systems Design Inc. – Approved July 4, 2005

D-1

SCHEDULE D

FORM OF ARTICLES OF AMALCO

See Attached

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Schedule “B”

GALACTIC GOLD HOLDING CORP.
(the “Company”)

Incorporation number: BC

The Company has as its articles the following articles.

Full name and signature of each incorporator	Date of signing
[Signature of Incorporator]	December __, 2024
[Please Print Full name of incorporator]

ARTICLES
(the “Articles”)

INTERPRETATION ... 1
1.1 Definitions ... 1
1.2 Business Corporations Act and Interpretation Act Definitions Applicable ... 1
SHARES AND SHARE CERTIFICATES ... 1
2.1 Authorized Share Structure ... 1
2.2 Form of Share Certificate ... 1
2.3 Shareholder Entitled to Certificate or Acknowledgment ... 2
2.4 Delivery by Mail ... 2
2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement ... 2
2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment ... 2
2.7 Splitting Share Certificates ... 2
2.8 Certificate Fee ... 3
2.9 Recognition of Trusts ... 3
2.10 Shares May be Uncertificated ... 3
ISSUE OF SHARES ... 3
3.1 Directors Authorized ... 3
3.2 Commissions and Discounts ... 3
3.3 Brokerage ... 3
3.4 Conditions of Issue ... 3
3.5 Share Purchase Warrants and Rights ... 4
SHARE REGISTERS ... 4
4.1 Central Securities Register ... 4

4.2 Closing Register 4

SHARE TRANSFERS 4

5.1 Registering Transfers 4
5.2 Form of Instrument of Transfer 5
5.3 Transferor Remains Shareholder 5
5.4 Signing of Instrument of Transfer 5
5.5 Enquiry as to Title Not Required 5
5.6 Transfer Fee 5
5.7 Definitions 5
5.8 Consent Required for Transfer of Shares or Designated Securities 6

TRANSMISSION OF SHARES 6

6.1 Legal Personal Representative Recognized on Death 6
6.2 Rights of Legal Personal Representative 6

ACQUISITION OF SHARES 6

7.1 Company Authorized to Acquire Shares 6
7.2 Acquisition When Insolvent 7
7.3 Sale and Voting of Acquired Shares 7

BORROWING POWERS 7
ALTERATIONS 7

9.1 Alteration of Authorized Share Structure 7
9.2 Special Rights and Restrictions 8
9.3 No Alteration Without Class or Series Consent 8
9.4 Change of Name 8
9.5 Other Alterations 8

MEETINGS OF SHAREHOLDERS 9

10.1 Annual General Meetings 9
10.2 Location of Meetings of Shareholders 9
10.3 Resolution Instead of Annual General Meeting 9
10.4 Calling of Meetings of Shareholders 9
10.5 Notice for Meetings of Shareholders 9
10.6 Notice of Dissent Rights 10
10.7 Record Date for Notice 10
10.8 Record Date for Voting 10
10.9 Failure to Give Notice and Waiver of Notice 10
10.10 Notice of Special Business at Meetings of Shareholders 10

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 11

11.1 Special Business 11
11.2 Special Majority 11
11.3 Quorum 12
11.4 One Shareholder May Constitute Quorum 12
11.5 Other Persons May Attend 12
11.6 Requirement of Quorum 12
11.7 Lack of Quorum 12

iii

11.8 Lack of Quorum at Succeeding Meeting ... 12
11.9 Chair ... 12
11.10 Selection of Alternate Chair ... 13
11.11 Adjournments ... 13
11.12 Notice of Adjourned Meeting ... 13
11.13 Decisions by Show of Hands or Poll ... 13
11.14 Declaration of Result ... 13
11.15 Motion Need Not be Seconded ... 13
11.16 Casting Vote ... 13
11.17 Manner of Taking Poll ... 14
11.18 Demand for Poll on Adjournment ... 14
11.19 Chair Must Resolve Dispute ... 14
11.20 Casting of Votes ... 14
11.21 Demand for Poll ... 14
11.22 Demand for Poll Not to Prevent Continuance of Meeting ... 14
11.23 Retention of Ballots and Proxies ... 14
11.24 Meetings by Telephone or Other Communications Medium ... 14

VOTES OF SHAREHOLDERS ... 15
12.1 Number of Votes by Shareholder or by Shares ... 15
12.2 Votes of Persons in Representative Capacity ... 15
12.3 Votes by Joint Holders ... 15
12.4 Legal Personal Representatives as Joint Shareholders ... 15
12.5 Representative of a Corporate Shareholder ... 15
12.6 Proxy Provisions Do Not Apply to All Companies ... 16
12.7 Appointment of Proxy Holders ... 16
12.8 Alternate Proxy Holders ... 16
12.9 When Proxy Holder Need Not Be Shareholder ... 16
12.10 Deposit of Proxy ... 17
12.11 Form of Proxy ... 17
12.12 Revocation of Proxy ... 17
12.13 Revocation of Proxy Must Be Signed ... 18
12.14 Validity of Proxy Vote ... 18
12.15 Production of Evidence of Authority to Vote ... 18
DIRECTORS ... 18
13.1 First Directors; Number of Directors ... 18
13.2 Change in Number of Directors ... 19
13.3 Directors' Acts Valid Despite Vacancy ... 19
13.4 Qualifications of Directors ... 19
13.5 Remuneration of Directors ... 19
13.6 Reimbursement of Expenses of Directors ... 19
13.7 Special Remuneration for Directors ... 19
13.8 Gratuity, Pension or Allowance on Retirement of Director ... 20
ELECTION AND REMOVAL OF DIRECTORS ... 20
14.1 Election at Annual General Meeting ... 20

14.2 Consent to be a Director ... 20
14.3 Failure to Elect or Appoint Directors ... 20
14.4 Places of Retiring Directors Not Filled ... 21
14.5 Directors May Fill Casual Vacancies ... 21
14.6 Remaining Directors’ Power to Act ... 21
14.7 Shareholders May Fill Vacancies ... 21
14.8 Additional Directors ... 21
14.9 Ceasing to be a Director ... 21
14.10 Removal of Director by Shareholders ... 22
14.11 Removal of Director by Directors ... 22

ALTERNATE DIRECTORS ... 22
15.1 Appointment of Alternate Director ... 22
15.2 Notice of Meetings ... 22
15.3 Alternate for More Than One Director Attending Meetings ... 22
15.4 Consent Resolutions ... 23
15.5 Alternate Director Not an Agent ... 23
15.6 Revocation of Appointment of Alternate Director ... 23
15.7 Ceasing to be an Alternate Director ... 23
15.8 Remuneration and Expenses of Alternate Director ... 23
POWERS AND DUTIES OF DIRECTORS ... 23
16.1 Powers of Management ... 23
16.2 Appointment of Attorney of Company ... 23
16.3 Setting Remuneration of the Auditor ... 24
DISCLOSURE OF INTEREST OF DIRECTORS ... 24
17.1 Obligation to Account for Profits ... 24
17.2 Restrictions on Voting by Reason of Interest ... 24
17.3 Interested Director Counted in Quorum ... 24
17.4 Disclosure of Conflict of Interest or Property ... 24
17.5 Director Holding Other Office in the Company ... 24
17.6 No Disqualification ... 24
17.7 Professional Services by Director or Officer ... 25
17.8 Director or Officer in Other Corporations ... 25
PROCEEDINGS of Directors ... 25
18.1 Meetings of Directors ... 25
18.2 Voting at Meetings ... 25
18.3 Chair of Meetings ... 25
18.4 Meetings by Telephone or Other Communications Medium ... 26
18.5 Calling of Meetings ... 26
18.6 Notice of Meetings ... 26
18.7 When Notice Not Required ... 26
18.8 Meeting Valid Despite Failure to Give Notice ... 26
18.9 Waiver of Notice of Meetings ... 26
18.10 Quorum ... 27
18.11 Validity of Acts Where Appointment Defective ... 27

18.12 Consent Resolutions in Writing...27
19. EXECUTIVE AND OTHER COMMITTEES...27
19.1 Appointment and Powers of Executive Committee...27
19.2 Appointment and Powers of Other Committees...27
19.3 Obligations of Committees...28
19.4 Powers of Board...28
19.5 Committee Meetings...28
20. OFFICERS...29
20.1 Directors May Appoint Officers...29
20.2 Functions, Duties and Powers of Officers...29
20.3 Qualifications...29
20.4 Remuneration and Terms of Appointment...29
21. INDEMNIFICATION...29
21.1 Definitions...29
21.2 Mandatory Indemnification of Directors and Former Directors...30
21.3 Indemnification of Other Persons...30
21.4 Non-Compliance with Business Corporations Act...30
21.5 Company May Purchase Insurance...30
22. DIVIDENDS...30
22.1 Payment of Dividends Subject to Special Rights...30
22.2 Declaration of Dividends...30
22.3 No Notice Required...31
22.4 Record Date...31
22.5 Manner of Paying Dividend...31
22.6 Settlement of Difficulties...31
22.7 When Dividend Payable...31
22.8 Dividends to be Paid in Accordance with Number of Shares...31
22.9 Receipt by Joint Shareholders...31
22.10 Dividend Bears No Interest...31
22.11 Fractional Dividends...31
22.12 Payment of Dividends...32
22.13 Capitalization of Surplus...32
23. DOCUMENTS, RECORDS AND REPORTS...32
23.1 Recording of Financial Affairs...32
23.2 Inspection of Accounting Records...32
24. NOTICES...32
24.1 Method of Giving Notice...32
24.2 Deemed Receipt...33
24.3 Certificate of Sending...33
24.4 Notice to Joint Shareholders...33
24.5 Notice to Trustees...34
25. SEAL...34
25.1 Who May Attest Seal...34

25.2 Sealing Copies ... 34
25.3 Mechanical Reproduction of Seal ... 34
26. SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO COMMON SHARES ... 35

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(a) “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

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

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

(d) “legal personal representative” means the personal or other legal representative of the shareholder;

(e) “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register; and

(f) “seal” means the seal of the Company, if any.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

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

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

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

2.2 Form of Share Certificate

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

2.3 Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to:

(a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name; or
(b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate;

provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all.

2.4 Delivery by Mail

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

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

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

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

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(a) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and
(b) any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

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

2.8 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount if any, determined by the directors, which must not exceed the amount prescribed under the Business Corporations Act.

2.9 Recognition of Trusts

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

2.10 Shares May be Uncertificated

Notwithstanding any other provisions of this Part, the Company may, by resolution of the board of directors, provide that:

(a) the shares of any or all of the classes and series of the Company’s shares may be uncertificated shares; or
(b) any specified shares may be uncertificated shares.

3. ISSUE OF SHARES

3.1 Directors Authorized

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

3.2 Commissions and Discounts

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

3.3 Brokerage

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

3.4 Conditions of Issue

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

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

(i) past services performed for the Company;
(ii) property;
(iii) money; and

(b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

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

4. SHARE REGISTERS

4.1 Central Securities Register

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

4.2 Closing Register

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

5. SHARE TRANSFERS

5.1 Registering Transfers

A transfer of a share of the Company must not be registered unless:

(a) a duly signed instrument of transfer in respect of the share has been received by the Company;
(b) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company or if such certificate has been lost, stolen or destroyed, the documents required under Article 2.6 have been provided to the Company; and
(c) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company or if such acknowledgement has

been lost, stolen or destroyed, the documents required under Article 2.6 have been provided to the Company.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

5.3 Transferor Remains Shareholder

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

5.4 Signing of Instrument of Transfer

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

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

5.5 Enquiry as to Title Not Required

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

5.6 Transfer Fee

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

5.7 Definitions

In this Article 5:

(a) “designated security” means:

(i) a voting security of the Company;

(ii) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(iii) a security of the Company convertible, directly or indirectly, into a security described in paragraph 5.7(a)(i) or 5.7(a)(ii);

(b) “security” has the meaning assigned in the Securities Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(i) is not a debt security, and

(ii) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

5.8 Consent Required for Transfer of Shares or Designated Securities

Notwithstanding any other provision of these Articles, while the Company is, or becomes, a company which is not a reporting issuer as defined in the Securities Act (British Columbia), no share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7. ACQUISITION OF SHARES

7.1 Company Authorized to Acquire Shares

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

7.2 Acquisition When Insolvent

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

(a) the Company is insolvent; or
(b) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Acquired Shares

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

(a) is not entitled to vote the share at a meeting of its shareholders;
(b) must not pay a dividend in respect of the share; and
(c) must not make any other distribution in respect of the share.

8. BORROWING POWERS

The Company, if authorized by the directors, may:

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
(c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
(d) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

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

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

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

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

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

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

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

(g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act,

and alter its Notice of Articles and Articles accordingly.

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued,

and alter its Notice of Articles and Articles accordingly.

9.3 No Alteration Without Class or Series Consent

Notwithstanding anything else contained in this Part 9, no right or special right attached to issued shares may be prejudiced or interfered with unless the shareholders holding shares of the class or series of shares to which the right or special right is attached consent by a separate special resolution of those shareholders.

9.4 Change of Name

The Company may by resolution of the board of directors, authorize an alteration of its Notice of Articles in order to change its name and may, by resolution of the board of directors, adopt or change any translation of that name.

9.5 Other Alterations

If the Business Corporations Act does not specify:

(a) the type of resolution and these Articles do not specify another type of resolution, the Company may by resolution of the directors or by ordinary resolution authorize any act of the Company, including without limitation, an alteration of these Articles; or

(b) the type of shareholders' resolution and these Articles do not specify another type of shareholders' resolution, the Company may be ordinary resolution authorize any act of the Company.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

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

10.2 Location of Meetings of Shareholders

The directors may, by directors' resolution, approve a location outside British Columbia for the holding of a meeting of shareholders of the Company.

10.3 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.3, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.4 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.5 Notice for Meetings of Shareholders

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

(a) while the Company is, or becomes, a public company, 21 days;

(b) otherwise, 10 days.

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10.6 Notice of Dissent Rights

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

(a) while the Company is, or becomes, a public company, 21 days;

(b) otherwise, 10 days.

10.7 Record Date for Notice

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

(a) while the Company is, or becomes, a public company, 21 days;

(b) otherwise, 10 days.

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

10.8 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. Pacific Standard Time on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.9 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.10 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(a) state the general nature of the special business; and

(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a

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copy of the document or state that a copy of the document will be available for inspection by shareholders:

(i) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

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

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

(b) at an annual general meeting, all business is special business except for the following:

(i) business relating to the conduct of or voting at the meeting;

(ii) consideration of any financial statements of the Company presented to the meeting;

(iii) consideration of any reports of the directors or auditor;

(iv) the setting or changing of the number of directors;

(v) the election or appointment of directors;

(vi) the appointment of an auditor;

(vii) the setting of the remuneration of an auditor;

(viii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(ix) annual ratification of a rolling stock option plan pursuant to the requirements of the TSX Venture Exchange; and

(x) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority

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

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11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares of the Company entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum

If the Company has only one shareholder:

(a) the quorum is one person who is, or who represents by proxy, that shareholder, and
(b) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

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

11.7 Lack of Quorum

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

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

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 Chair

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

(a) the chair of the board, if any; or

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

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

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

11.12 Notice of Adjourned Meeting

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

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

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

11.16 Casting Vote

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

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11.17 Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(a) the poll must be taken:

(i) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(ii) in the manner, at the time and at the place that the chair of the meeting directs;

(b) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

11.18 Demand for Poll on Adjournment

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

11.19 Chair Must Resolve Dispute

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

11.20 Casting of Votes

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

11.21 Demand for Poll

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

11.22 Demand for Poll Not to Prevent Continuance of Meeting

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

11.23 Retention of Ballots and Proxies

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

11.24 Meetings by Telephone or Other Communications Medium

A shareholder or proxy holder who is entitled to participate in a meeting of shareholders may do so in person, or by telephone or other communications medium, if all shareholders and proxy holders participating in the meeting are able to communicate with each other; provided, however, that nothing in this Section shall obligate the Company to take any action or provide any facility to permit or facilitate the

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use of any communications medium at a meeting of shareholders. If one or more shareholders or proxy holders participate in a meeting of shareholders in a manner contemplated by this Article 11.24:

(a) each such shareholder or proxy holder shall be deemed to be present at the meeting; and
(b) the meeting shall be deemed to be held at the location specified in the notice of the meeting.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

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

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
(b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

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

12.3 Votes by Joint Holders

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

(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

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

12.5 Representative of a Corporate Shareholder

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

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

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

(ii) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; and

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

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

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

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.14 do not apply to the Company if and for so long as it is:

(a) a public company; or

(b) a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

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

12.9 When Proxy Holder Need Not Be Shareholder

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

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

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

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

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

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

(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

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

12.11 Form of Proxy

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

| (NAME OF COMPANY)
(the “Company”) | |
| --- | --- |
| The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting. | |
| Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder): | |
| Signed [month, day, year] | |
| [Signature of shareholder] | |
| [Name of shareholder—printed] | |

12.12 Revocation of Proxy

Subject to Article 12.13, every proxy may be revoked by an instrument in writing that is:

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

(b) provided, at the meeting, to the chair of the meeting.

12.13 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.12 must be signed as follows:

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

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

12.14 Validity of Proxy Vote

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

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

(b) by the chair of the meeting, before the vote is taken.

12.15 Production of Evidence of Authority to Vote

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

13. DIRECTORS

13.1 First Directors; Number of Directors

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

(a) subject to paragraphs 13.1(b) and (c), the number of directors that is equal to the number of the Company's first directors;

(b) if the Company is, or becomes, a public company, the greater of three and the most recent set of:

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

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

(i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(ii) the number of directors set under Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Article 13.1(b)(i) or 13.1(c)(i):

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

13.3 Directors' Acts Valid Despite Vacancy

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

13.4 Qualifications of Directors

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

13.5 Remuneration of Directors

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

13.6 Reimbursement of Expenses of Directors

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

13.7 Special Remuneration for Directors

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

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13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.3:

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

(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph 14.1(a), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

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

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

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

14.3 Failure to Elect or Appoint Directors

If:

(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.3, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.3, to elect or appoint any directors;

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

(d) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

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14.4 Places of Retiring Directors Not Filled

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

14.5 Directors May Fill Casual Vacancies

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

14.6 Remaining Directors' Power to Act

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

14.7 Shareholders May Fill Vacancies

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

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.3, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

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

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

14.9 Ceasing to be a Director

A director ceases to be a director when:

(a) the term of office of the director expires;
(b) the director dies;
(c) the director resigns as a director by notice in writing provided to the Company; or

(d) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

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

14.11 Removal of Director by Directors

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

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

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

15.2 Notice of Meetings

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

15.3 Alternate for More Than One Director Attending Meetings

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

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

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

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

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

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15.4 Consent Resolutions

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

15.5 Alternate Director Not an Agent

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

15.6 Revocation of Appointment of Alternate Director

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

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

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

(b) the alternate director dies;

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

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

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

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

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

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to

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such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

16.3 Setting Remuneration of the Auditor

The directors, or if the directors delegate this responsibility to an audit committee of the directors, the audit committee, may from time to time determine the remuneration to be paid by the Company to the auditor, in such manner and upon such terms and conditions, as the directors or the audit committee, in their absolute discretion, may determine.

17. DISCLOSURE OF INTEREST OF DIRECTORS

17.1 Obligation to Account for Profits

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

17.2 Restrictions on Voting by Reason of Interest

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

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

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

17.5 Director Holding Other Office in the Company

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

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as

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vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

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

17.8 Director or Officer in Other Corporations

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

18. PROCEEDINGS of Directors

18.1 Meetings of Directors

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

18.2 Voting at Meetings

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

18.3 Chair of Meetings

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

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

(b) in the absence of the chair of the board, the president, if any, if the president is a director; or

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

(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

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

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18.4 Meetings by Telephone or Other Communications Medium

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

18.5 Calling of Meetings

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

18.6 Notice of Meetings

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

18.7 When Notice Not Required

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

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
(b) the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

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

18.9 Waiver of Notice of Meetings

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

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18.10 Quorum

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

18.11 Validity of Acts Where Appointment Defective

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

18.12 Consent Resolutions in Writing

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

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

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

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

(b) the power to remove a director;

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

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

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

(b) delegate to a committee appointed under paragraph 19.2(a) any of the directors' powers, except:

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(i) the power to fill vacancies in the board of directors;
(ii) the power to remove a director;
(iii) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(iv) the power to appoint or remove officers appointed by the directors; and

(c) make any delegation referred to in paragraph 19.2(b) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3 Obligations of Committees

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

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

19.4 Powers of Board

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

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

19.5 Committee Meetings

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

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

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20. OFFICERS

20.1 Directors May Appoint Officers

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

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

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

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

20.3 Qualifications

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

20.4 Remuneration and Terms of Appointment

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

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

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

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

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

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

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21.2 Mandatory Indemnification of Directors and Former Directors

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

21.3 Indemnification of Other Persons

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

21.4 Non-Compliance with Business Corporations Act

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

21.5 Company May Purchase Insurance

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

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

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

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

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

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

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

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

22.2 Declaration of Dividends

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

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22.3 No Notice Required

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

22.4 Record Date

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

22.5 Manner of Paying Dividend

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

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a) set the value for distribution of specific assets;

(b) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

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22.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23. DOCUMENTS, RECORDS AND REPORTS

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:

(i) for a record mailed to a shareholder, the shareholder’s registered address;

(ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(iii) in any other case, the mailing address of the intended recipient;

(b) delivery at the applicable address for that person as follows, addressed to the person:

(i) for a record delivered to a shareholder, the shareholder’s registered address;

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(ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(iii) in any other case, the delivery address of the intended recipient;

(c) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(d) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(e) making the record available for public electronic access in accordance with the procedures referred to as “notice-and-access” under National Instrument 54-101 and National Instrument 51-102, as applicable, of the Canadian Securities Administrators, or in accordance with any similar electronic delivery or access method permitted by applicable securities legislation from time to time; and

(f) physical delivery to the intended recipient.

24.2 Deemed Receipt

A notice, statement, report or other record that is:

(a) mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundays and holidays excepted), following the date of mailing;

(b) faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

(c) e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the date it was e-mailed; and

(d) made available for public electronic access in accordance with the “notice-and-access” or similar delivery procedures referred to in Article 24.1(e) is deemed to be received by a person on the date it was made available for public electronic access.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

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24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:

(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(b) if an address referred to in paragraph 24.5(a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25. SEAL

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(a) any two directors;

(b) any officer, together with any director;

(d) any one or more directors or officers or persons as may be determined by the directors.

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share

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certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26. SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO COMMON SHARES

The common shares of the Company shall have attached thereto the following rights, privileges, restrictions and conditions:

(a) the holders of the common shares shall be entitled to receive notice of and attend all meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of the shareholder of the Company, except meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series;

(b) subject to the prior rights of the holders of any other shares ranking senior to the common shares with respect to priority in the payment of dividends, the holders of common shares shall be entitled to receive dividends and the Company shall pay dividends thereon, as and when declared by the board of directors of the Company out of moneys properly applicable to the payment of dividends, in such amount and in such form as the board of directors of the Company from time to time determine and all dividends which the board of directors of the Company may declare upon the common shares shall be declared and paid in equal amounts per share on all common shares at the time outstanding; and

(c) in the event of dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company and its shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of any other shares ranking senior to the common shares with respect to priority in the distribution of assets upon dissolution, liquidation, winding-up or distribution for the purpose of winding-up, the holders of the common shares shall be entitled to receive the remaining property and assets of the Company in equal amounts per share on all common shares at the time outstanding.

AI assistant

Solid Impact Investments — M&A Activity 2024

48229_rns_2024-12-23_151817dd-a5f6-45aa-ac9c-8a9446e618c1.pdf

AMALGAMATION AGREEMENT

WHEREAS:

ARTICLE 1

DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

1.2 Interpretation Not Affected by Headings

1.3 Number and Gender

1.4 Date for any Action

1.5 Statutory References

1.6 Currency

1.7 Invalidity of Provisions

1.8 Accounting Matters

1.9 Knowledge

1.10 Meaning of “Ordinary and Regular Course of Business”

1.11 Schedules

ARTICLE 2

2.1 Terms of Amalgamation

2.2 Dissenting Shareholders

2.3 Effective Date

2.4 Amalgamation Application

2.5 Registered Office of Amalco

2.6 Authorized Capital of Amalco

2.7 Initial Directors of Amalco

2.8 Articles of Amalco

2.9 Consultation

2.10 Filing Statement

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

2.12 Withholding Taxes

2.13 Share Certificates

2.14 Escrow and Seed Share Resale Restriction Matters

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of BBG

3.2 Representations and Warranties of Solid

3.3 Survival of Representations and Warranties

ARTICLE 4 COVENANTS

4.1 Covenants of BBG

4.2 Covenants of Solid

4.3 Mutual Covenants of Solid and BBG

ARTICLE 5

CONDITIONS

5.1 Mutual Conditions in Favour of Solid and BBG

5.2 Conditions in Favour of BBG

5.3 Conditions in Favour of Solid

5.4 Notice and Cure Provisions

5.5 Merger of Conditions

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

6.2 Termination

ARTICLE 7

7.1 Notices

7.2 Remedies

7.3 Expenses

7.4 Time of the Essence

7.5 Entire Agreement

7.6 Further Assurances

7.7 Governing Law

7.8 Execution in Counterparts

7.9 Waiver

7.10 No Personal Liability

7.11 Enurement and Assignment

SOLID IMPACT INVESTMENTS CORP.

BBG METALS CORP.

1516563 B.C. LTD.

SCHEDULE A

FORM OF BBG RESOLUTION

SCHEDULE B

FORM OF NEWCO RESOLUTION

SCHEDULE C

FORM OF AMALGAMATION APPLICATION

D. AMALGAMATING CORPORATIONS

E. FORMALITIES TO AMALGAMATION

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

A. NAME OF COMPANY

B. TRANSLATION OF COMPANY NAME

C. DIRECTOR NAME(S) AND ADDRESS(ES)

D. REGISTERED OFFICE ADDRESSES

E. RECORDS OFFICE ADDRESSES

Solid Impact Investments M&A Activity 2024