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U92 CORP. - and - [Redacted – Personal Information] - and - [Redacted – Personal Information] - and - [Redacted – Personal Information] SHARE PURCHASE AGREEMENT

DATED JUNE 18, 2025

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		Page
ARTICLE 1 IN	NTERPRETATION	1
1.1	Definitions	1
1.2	Actions on Non-Business Days
1.3	Currency and Payment Obligations
1.4	Calculation of Time
1.5	Knowledge
1.6	Additional Rules of Interpretation
1.7	Schedules and Exhibits
ARTICLE 2 P	URCHASE OF SHARES	12
2.1	Purchase and Sale of Shares	12
2.2	Purchase Price	12
2.3	Satisfaction of Purchase Price
2.4	Net Concentrate Royalty
2.5	Offtake Agreement
2.6	Milestone Payments
2.7	Corporation Liabilities Statement
2.8	Dispute Settlement
2.9	Statutory Hold Period
2.10	Escrow	15
ARTICLE 3 R	EPRESENTATIONS AND WARRANTIES	15
3.1	Representations and Warranties of the Vendors	15
3.2	Representations and Warranties of the Purchaser
ARTICLE 4 C	LOSING ARRANGEMENTS	23
4.1	Closing	23
4.2	Vendors' Closing Deliveries	23
4.3	Purchaser's Closing Deliveries	24
4.4	Waiver	24
ARTICLE 5 C	ONDITIONS OF CLOSING	24
5.1	Purchaser's Conditions	24
5.2	Condition Not Fulfilled	25
5.3	Vendors' Conditions	25
5.4	Condition Not Fulfilled	26
ARTICLE 6 IN	NDEMNIFICATION	26
6.1	Survival	27
6.2	Indemnity by the Vendors	27
6.3	Indemnity by the Purchaser
6.4	Claim Notice

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6.5	Time Limits for Delivery of Claim Notice for Breach of Representations and
War	ranties	28
6.6	Monetary Limitations.	29
6.7	Agency for Non-Parties	29
6.8	Direct Claims	29
6.9	Third Party Claims	29
6.10	Cooperation	30
6.11	Adjustments to Purchase Price	31
ARTICLE 7	COVENANTS	31
7.1	Investigation	31
7.2	Confidentiality	31
7.3	Action by the Vendors During Interim Period	32
7.4	Action by the Purchaser During Interim Period	33
7.5	Consents and Approvals; Cooperation	34
7.6	Inter-Company Transactions	34
7.7	Preparation of Tax Returns	35
7.8	Transaction Personal Information	35
7.9	Non-Solicitation	35
7.10	Payment of Finder's Fee	36
ARTICLE 8	TERMINATION	36
8.1	Grounds for Termination	36
8.2	Effect of Termination	36
ARTICLE 9	GENERAL	36
9.1	Expenses	36
9.2	Public Announcements	37
9.3	Notices.	37
9.4	Time of Essence	38
9.5	Further Assurances	38
9.6	Entire Agreement	38
9.7	Amendment	38
9.8	Waiver	38
9.9	Severability	39
9.10	Attornment	39
9.11	Governing Law	39
9.12	Successors and Assigns; Assignment	39
9.13	Third Party Beneficiaries	39
9.14	Counterparts	39

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SHARE PURCHASE AGREEMENT

This Share Purchase Agreement dated June 18, 2025 is made

AMONG

U92 CORP. (the "Purchaser")

- and -

[Redacted – Personal Information], [Redacted – Personal Information] and [Redacted – Personal Information]

(each, a "Vendor" and, collectively, the "Vendors")

RECITALS

A. The Vendors, through their wholly owned subsidiaries LIA Industries Pte. Ltd and LIA (Guyana) Inc., are the beneficial owners of all the interests in and certain mineral claims to the Kurupung Property (as defined herein).
B. The Vendors are the registered and beneficial owners of the Shares (as defined herein).
C. The Vendors are willing to sell the Shares to the Purchaser, and the Purchaser is willing to purchase the Shares from the Vendors, on and subject to the terms and conditions contained in this Agreement (as defined herein).

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions. In this Agreement:

"Affiliate" means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by or is under direct or indirect common control with such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to "control" another Person if such Person owns, directly or indirectly, more than 50% of the issued share capital or the voting rights attaching to the issued share capital of such other Person or possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term "controlled" shall have a similar meaning.

"Agreement" means this Share Purchase Agreement and all the Exhibits and the Schedules attached hereto.

"Ancillary Agreements" means the NCR Agreement and the Offtake Agreement.

"Applicable Law" means, with respect to any Person, property, transaction, event or other matter, any applicable foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, municipal by-law, Order or other requirement having the force of law, (b) any policy,

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practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law (collectively, in the foregoing clauses (a) and (b), "Law"), in each case relating or applicable to such Person, property, transaction, event or other matter, and also includes, where appropriate, any interpretation of Law (or any part thereof) by any Person having jurisdiction over it, or charged with its administration or interpretation.

"Books and Records" means the Financial Records and all other books, records, files and papers of a Person, including drawings, engineering information, manuals and data, sales and advertising materials, sales and purchase correspondence, trade association files, research and development records, lists of present and former customers and suppliers, marketing lists and marketing consent records, personnel, employment and other records, and the minute and share certificate books of a Person and all records, data and information stored electronically, digitally or on computer-related media.

"Business" means the business of the Corporation and the Kurupung Subsidiary as it is currently conducted, including the exploration for and exploitation of minerals in Guyana.

"Business Day" means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario, Canada.

"Claim Notice" has the meaning set out in Section 6.4.

"Closing" means the completion of the purchase and sale of the Shares in accordance with the provisions of this Agreement.

"Closing Date" means July 31, 2025 or such earlier or later date as may be agreed to in writing by the Vendors and the Purchaser.

"Closing Time" means the time of Closing on the Closing Date provided for in Section 4.1.

"Confidential Information" means, in relation to the Corporation, the Kurupung Subsidiary, the Vendors, the Purchaser or any of their Affiliates (each, a "Discloser"):

(a) all information, in whatever form communicated or maintained, whether orally, in writing, electronically, in computer readable form or otherwise, that a Discloser discloses to or that is gathered for inspection by a Party (the "Recipient") or any of the Recipient's Representatives in the course of the Recipient's review of the transactions contemplated by this Agreement, whether provided before or after the date of this Agreement, including information that contains or otherwise reflects information concerning the Discloser or its business, affairs, financial condition, assets, liabilities, operations, prospects or activities, and specifically includes financial information, budgets, business plans, ways of doing business, business results, prospects, forecasts, engineering reports, environmental reports, evaluations, legal opinions, names of venture partners and contractual parties, and any information provided to the Discloser by third parties under circumstances in which the Discloser has an obligation to protect the confidentiality of such information;
(b) all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any Confidential Information regardless of the identity of the Person preparing the same ("Notes"); and

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but does not include any information that:

(d) is at the time of disclosure to or gathering for inspection by the Recipient or any of the Recipient's Representatives, or thereafter becomes, generally available to the public, other than as a result of a disclosure by the Recipient or any of the Recipient's Representatives in breach of this Agreement;
(e) is or was received by the Recipient or any of the Recipient's Representatives on a nonconfidential basis from a source other than the Discloser or its Representatives if such source is not prohibited from disclosing the information to the Recipient or any of the Recipient's Representatives by a confidentiality agreement with, or a contractual, fiduciary or other legal confidentiality obligation to, the Discloser; or
(f) was known by the Recipient or any of the Recipient's Representatives prior to disclosure in connection with the transactions contemplated by this Agreement and was not subject to any contractual, fiduciary or other legal confidentiality obligation on the part of the Recipient.

"Consideration Shares" has the meaning set out in Section 2.2.

"Contracts" means all pending and executory contracts, agreements, leases, understandings and arrangements (whether oral or written) to which a Person is a party or by which a Person or any of its respective properties or assets or its business is bound or under which such Person has rights or obligations.

"Corporation" means LIA Industries Pte Ltd.

"Corporation Financial Statements" has the meaning set out in Section 3.1(8).

"Corporation Liabilities" means the Liabilities set out in the Corporation Liabilities Statement, as adjusted in accordance with Section 2.8.

"Corporation Liabilities Statement" means the sums owed by the Corporation and/or the Kurupung Subsidiary as listed in the Corporation Liabilities Statement to be delivered prior to Closing.

"Corporation Material Adverse Effect" means any one or more changes, effects, events, occurrences, circumstances or states of fact, either individually or in the aggregate, that is, or could reasonably be expected to be, material and adverse to the Business or the operations, affairs, assets, properties, liabilities, capitalization or condition (financial or otherwise) of the Corporation and the Kurupung Subsidiary, taken as a whole, other than changes, effects, events, occurrences, circumstances or states of fact which result directly from: (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, or the failure to take actions as a result of any terms or conditions set forth in this Agreement, (ii) changes affecting the mining industry and/or the mining industry generally in any relevant jurisdiction, (iii) changes in the general political, economic, financial, currency exchange or market (including the capital, financial, credit or securities market) conditions in any relevant jurisdiction, (iv) the commencement, continuation, escalation or worsening of any war, armed hostilities, acts of terrorism, earthquakes, pandemic or health crisis or similar catastrophes or the incurrence of any other calamity or crisis, (v) a change, or proposed change, in Applicable Law or the interpretation thereof, (vi) any action, omission, effect, change,

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event or occurrence taken, made, caused, requested or directed by or on behalf of the Purchaser, or (vii) any matter otherwise disclosed herein or provided for in this Agreement; provided, however, that such changes, effects, events, occurrences, circumstances or states of fact referred to in clause (ii), (iii), (iv) or (v) above does not primarily relate only to (or have the effect of primarily relating only to) the Corporation (on a consolidated basis) or disproportionately adversely affect the Corporation (on a consolidated basis) compared to other companies of similar size operating in the mining industry.

"Corporation Material Contract" means any Contract to which the Corporation or the Kurupung Subsidiary is party (i) that involves or may reasonably be expected to involve the payment to or by the Corporation or the Kurupung Subsidiary of more than \$10,000 over the term of that Contract, (ii) that expires, or may be renewed at the option of any Person other than the Corporation or the Kurupung Subsidiary so as to expire, more than one year after the date of this Agreement; (iii) that if terminated or modified, or if it ceased to be in effect, would reasonably be expected to have a Corporation Material Adverse Effect; (iv) relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money in excess of \$10,000 in the aggregate; (v) limiting the right of the Corporation or the Kurupung Subsidiary to engage in any line of business or acquire a mineral right within a specific geographical area or to compete with any other Person; (vi) by virtue of which the Corporation Properties were acquired or are held by the Corporation or the Kurupung Subsidiary or to which the Corporation Properties are subject or which grant rights which are or may be used in connection therewith, including the leases and any royalty agreements; (vii) pursuant to which the Corporation or the Kurupung Subsidiary leases any personal property involving payments by the Corporation or the Kurupung Subsidiary in excess of an aggregate of \$10,000 annually or involving rights or obligations which cannot be terminated without penalty on less than three months' notice; (viii) that is with employees or independent contractors providing for an aggregate Employee Benefit of over \$10,000 or any Contract with any officer of the Corporation or the Kurupung Subsidiary; (ix) that creates an exclusive dealing arrangement or right of first offer or refusal that is material to the Corporation; (x) contains an obligation for the Corporation or the Kurupung Subsidiary to indemnify, hold harmless or defend any other Person with respect to any assertion of personal injury, damage to property, misappropriation or violation or warranting the lack thereof, (xi) that is with a Governmental Authority, or (xii) that is otherwise material to the Corporation.

"Corporation Mineral Rights" has the meaning set out in Section 3.1(14)(a).

"Corporation Properties" has the meaning set out in Section 3.1(14)(a).

"Damages" means, whether or not involving a Third Party Claim, any direct loss, cost, Liability, claim, interest, fine, penalty, assessment, Tax, damages available at law or in equity (excluding consequential, special and aggravated damages), expense (including consultant's and expert's fees and expenses and reasonable costs, fees and expenses of legal counsel on a full indemnity basis, without reduction for tariff rates or similar reductions and reasonable costs, fees and expenses of investigation, defence or settlement) or diminution in value.

"Deferred Consideration Shares" means a number of Purchaser Shares (or in the event that the Purchaser Shares have been exchanged for shares of another entity as a result of a Public Listing, the shares of such other entity) calculated in accordance with Exhibit B.

"Development Trigger Event" means the completion of each of the following, to the satisfaction of the Purchaser, acting reasonably:

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(a) the approval of the Environmental Impact Assessment (EIA) for the Kurupung Property, including full regulatory approval of a comprehensive Environmental Impact Assessment, meeting national standards in all relevant jurisdictions and including a social license to operate;
(b) the completion of a Bankable Feasibility Study for the Kurupung Property confirming the technical and economic viability of the for the Kurupung Property, which must include detailed assessments of capital and operating costs, project economics (NPV, IRR), mining methods, infrastructure requirements, environmental and social impacts, risk factors, and projected production schedules and be prepared in accordance with recognized industry standards (e.g., NI 43-101, JORC, or equivalent), and must support a go-forward decision for mine development by the company's board of directors; and
(c) the receipt of all material permits, licences, approvals, and agreements required under national and regional law to commence and sustain commercial mining operations necessary for full-scale development, construction, and operation of the planned uranium mine at the Kurupung Property.

"Direct Claim" has the meaning set out in Section 6.4.

"Disclosed" means all written information and documentation provided by or on behalf of any Vendor to, or on behalf of the Purchaser, including in the data room made available to the Purchaser, or filed by any Vendor or the Corporation or the Kurupung Subsidiary with any Governmental Authority, the information made available to the Purchaser in connection with the preparation of the Kurupung Technical Report or was otherwise publicly available, in each case prior to the date of this Agreement.

"Discloser" has the meaning set out in the definition of Confidential Information.

"Environmental Law" means Applicable Law in respect of the protection and/or security of, or harm or damage to, the natural environment or any species or organisms that make use of it, public or occupational health or safety, or the manufacture, importation, handling, transportation, storage, disposal and treatment of Hazardous Substances.

"Financial Records" means all of the books of account, financial and accounting information and records, Tax returns and records and other financial data and information of a Person.

"Governmental Authority" means:

(a) any domestic or foreign government, whether national, federal, provincial, state, territorial, municipal or local (whether administrative, legislative, executive or otherwise);
(b) any agency, authority, ministry, department, regulatory body, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government;
(c) any court, tribunal, commission, mediator, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar functions; and
(d) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange.

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"Hazardous Substance" means any solid, liquid, gas, odour, heat, sound, vibration, radiation or combination of them that may impair the natural environment, injure or damage property or human, plant or animal life or harm or impair the health of any individual, and includes any contaminant, pollutant, waste or substance or material defined, prohibited, regulated or reportable pursuant to any Environmental Law.

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board.

"Indemnified Party" means a Person whom a Party is required to indemnify under Article 6.

"Indemnifying Party" means, in relation to an Indemnified Party, the Party that is required to indemnify such Indemnified Party under Article 6.

"Independent Accountant" has the meaning set out in Section 2.8.

"Interim Period" means the period from the date of execution of this Agreement to the Closing Time.

"Kurupung Property" means the exploration property located on State land in the Mazaruni Mining District No. 3 of the Cuyuni-Mazaruni Region 7 in north-central Guyana, consisting of the two Prospecting Licenses and covering an area of approximately 9,228Ha, all as more particularly described in the Kurupung Technical Report.

"Kurupung Subsidiary" means LIA (Guyana) Inc., a company incorporated under the laws of Guyana with the registration number 14197, and whose registered address is at Lot 35E North Road, Lacytown, Georgetown, Guyana.

"Kurupung Technical Report" means the "Updated Technical Report on the Kurupung Project, Cuyuni-Mazaruni Region, Guyana", effective as of May 9, 2025.

"Law" has the meaning set out in the definition of "Applicable Law".

"Legal Proceeding" means any litigation, proceeding, action, application, suit, investigation, audit, hearing, claim, complaint, deemed complaint or grievance, civil, administrative, regulatory or criminal, or arbitration, mediation or alternative dispute resolution proceeding or other similar proceeding, before or by any Governmental Authority and includes any appeal or review thereof and any application for leave for appeal or review.

"Liability" means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person, provided that general license-related work commitments included in the Kurupung Technical Report shall not be considered a Liability to the extent that no contract has been entered into for any Person to complete such work.

"Licence" means any licence, permit, certificate, consent, authorization, approval or other evidence of authority issued or granted to, conferred upon, or otherwise created for, a Person by any Governmental Authority.

"Lien" means any lien, mortgage, charge, hypothec, pledge, security interest, adverse interest, prior

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assignment, option, warrant, lease, sublease, right to possession, encumbrance, claim, right or restriction, whether contingent or absolute, which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property, and includes any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

"Milestone Trigger" means Milestone Trigger One, a Resource Trigger Event or a Development Trigger Event, as applicable.

"Milestone Trigger One" means the successful completion by the Purchaser of a Public Offering or reverse takeover which results in the Purchaser Shares (or the shares of the resulting issuer) being listed on a public securities exchange.

"NCR" means a two percent (2%) net concentrate royalty in respect of the Kurupung Property, subject to a buy-back, all as more particularly set forth in the NCR Agreement.

"NCR Agreement" has the meaning set out in Section 2.4.

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

"Notes" has the meaning set out in paragraph (b) of the definition of "Confidential Information".

"Objection" has the meaning set out in Section 2.8.

"Offtake Agreement" has the meaning set out in Section 2.5.

"Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

"Ordinary Course of Business", when used in relation to the taking of action by a Person, means that the action: (a) is consistent in nature, scope and magnitude with the past practices of the Person and is taken in the ordinary course of the normal day-to-day operations of the Person; (b) is similar in nature, scope and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of the other Persons that are in lines of business that are the same as the Person; and (c) does not require authorization of the shareholders of the Person or any other separate or special authorization of any nature.

"Outside Date" has the meaning set out in Section 8.1(d).

"Party" means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and "Parties" means each Party.

"[Redacted – Personal Information] Bond" means the bond given by way of guarantee, by the Kurupung Subsidiary in the amount of USD\$104,541.50 in favour of the Guyana Geology and Mines Commission.

"Permitted Liens" means:

(a) Liens that arise under the terms of the Prospecting Licences or Applicable Law relating to the Prospecting Licences;
(b) Liens for Taxes and utilities that in each case are not yet due or are not in arrears;

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(c) construction, mechanics', carriers', workers', repairers', storers' or other similar Liens (inchoate or otherwise) if, individually or in the aggregate: (i) they are not material; (ii) they arose or were incurred in the Ordinary Course of Business; and (iii) the indebtedness secured by them is not in arrears;
(d) minor title defects or irregularities, minor unregistered easements or rights of way, restrictions in the original grant from a Governmental Authority and other minor unregistered restrictions affecting the use of real property if such title defects, irregularities or restrictions are complied with and do not, in the aggregate, materially adversely affect: (i) the operation of the business or the existing and proposed development and use of the real property to which they relate after the Closing on substantially the same basis as the business is currently being operated and such real property is intended to be developed and used by the Purchaser; or (ii) the marketability of such real property;
(e) easements, covenants, rights of way and other restrictions if registered provided that they are complied with and do not, in the aggregate, materially adversely affect: (i) the operation of the business or the existing and proposed development and use of the real property to which they relate after the Closing on substantially the same basis as the business is currently being operated and such real property is intended to be developed and used by the Purchaser; or (ii) the marketability of such real property; and
(f) registered agreements with municipalities or public utilities if they: (i) have been complied with or adequate security has been furnished to secure compliance; and (ii) do not, in the aggregate, materially adversely affect (A) the operation of business or the existing and proposed development and use of the real property to which they relate after the Closing on substantially the same basis as the business is currently being operated and such real property is intended to be developed and used by the Purchaser, or (B) the marketability of such real property.

"Person" is to be broadly interpreted and includes an individual, a corporation, a company, a partnership, a trust, an unincorporated organization or joint venture, a Governmental Authority and the executors, administrators or other legal representatives of an individual in such capacity.

"Personal Information" means information about an identifiable individual and includes any information that constitutes personal information within the meaning of one or more Privacy Laws.

"Pre-Closing Tax Period" means a taxation year or other fiscal period that ends on or before the Closing Time and the portion of any Straddle Period ending on or before the Closing Date.

"Privacy Law" means the Personal Information Protection and Electronic Documents Act (Canada) and any comparable Applicable Law.

"Prospecting Licenses" means, collectively, the two adjoining prospecting licenses: GS14: L-1003/000/23 (PL#01/2024 or Eastern PL) that is approximately 11,200 acres (4,532.5Ha) in extent and GS14: L-1003/001/23 (PL#02/2024 or Western PL) that covers approximately 11,601 acres (4,695Ha).

"Public Offering" means the completion of a public offering of shares pursuant to: (i) a final prospectus of the Corporation for which a receipt is issued by a provincial securities commission; (ii) a registration statement which has been filed with the United States Securities and Exchange Commission and is

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declared effective to enable the sale of shares to members of the public; (iii) a floatation over the AIM Market of the London Stock Exchange; or (iv) an acquisition, merger, reverse takeover or other transaction with an existing public company listed on an exchange for the purpose of accessing the public capital markets.

"Purchase Price" has the meaning set out in Section 2.2.

"Purchaser" has the meaning set out in the preamble hereto.

"Purchaser Convertible Securities" has the meaning set out in Section 3.2(4).

"Purchaser Options" means the outstanding options to purchase Purchaser Shares granted under the stock option plan of the Purchaser.

"Purchaser Shares" means the common shares in the capital of the Purchaser.

"Purchaser's Indemnified Parties" means the Purchaser and the Purchaser's Affiliates and their respective Representatives.

"Recipient" has the meaning set out in the definition of "Confidential Information".

"Regulatory Authorities" means any regulatory or governmental agency having jurisdiction over the Corporation, on the one hand, or the Purchaser or any of its subsidiaries, on the other hand, or their respective activities.

"Representative" when used with respect to a Person means each director, officer, employee, consultant, financial adviser, legal counsel, accountant and other agent, adviser or representative of that Person.

"Resource Trigger Event" means the public filing with the Canadian Securities Administrators of a NI 43- 101 compliant technical report with respect to the Kurupung Property prior to the Development Trigger Event, it being expressly acknowledged that a Resource Trigger Event may occur on more than one occasion.

"Shares" means the 1,200 ordinary shares in the capital stock of the Corporation, which are owned by the Vendors, being all of the issued and outstanding shares in the capital of the Corporation.

"Straddle Period" means a Tax period that includes, but does not begin or end on, the Closing Date.

"Tax" and "Taxes" means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Authority, including (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, escheat payments, unclaimed property, license, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation or premium tax; (ii) all withholdings on amounts paid to or by the relevant person; (iii) all employment insurance premiums, and any other pension plan contributions or premiums; (iv) any fine, penalty, interest or addition to tax; (v) any tax imposed, assessed or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee; and (vi) any liability for any of the foregoing as a result of being or having been a member of a combined,

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consolidated, unitary or similar group, or as a transferee, successor, guarantor or by contract or by operation of law.

"Tax Returns" means all returns, reports, declarations, elections, designations, notices, filings, information returns, and statements of, or in respect of Taxes, including all amendments, schedules, associated calculations, attachments or supplements thereto and whether in tangible or electronic form.

"Third Party Claim" has the meaning set out in Section 6.4.

"Threatened", when used in relation to a Legal Proceeding or other matter, means that a demand or statement (oral or written) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future.

"Transaction Personal Information" means any Personal Information in the possession, custody or control of the Corporation or the Vendors at or before the Closing Time, including Personal Information about employees, suppliers, customers, directors, officers or shareholders of the Corporation that is disclosed to the Purchaser or any Representative of the Purchaser.

"Vendors" has the meaning set out in the preamble hereto.

"Vendors Fundamental Representations" has the meaning given to it in Section 6.5(1)(a).

"Vendors' Indemnified Parties" means the Vendors and the Vendors' Affiliates and their respective Representatives.

1.2 Actions on Non-Business Days. If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.
1.3 Currency and Payment Obligations. Except as otherwise expressly provided in this Agreement: (a) all dollar amounts referred to in this Agreement are stated in lawful currency of Canada; (b) any payment to be made pursuant to this Agreement shall be made: (c) by wire transfer of immediately available funds to the bank account specified by the payee; and (d) any payment due on a particular day must be received by and be available to the payee not later than 5:00 p.m. (Toronto time) on the due date and any payment made after that time shall be deemed to have been made and received on the next Business Day.
1.4 Calculation of Time. In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Toronto time) on the last day of the period. If any period of time is to expire hereunder on any day that is not a Business Day, the period shall be deemed to expire at 5:00 p.m. (Toronto time) on the next succeeding Business Day.
1.5 Knowledge. Where any representation, warranty or other statement in this Agreement is expressed to be made by the Vendors to its knowledge or is otherwise expressed to be limited in scope to facts or matters known to the Vendors, or of which the Vendors are aware, it shall mean the actual knowledge of [Redacted – Personal Information] and/or [Redacted – Personal Information] after due inquiry. Where any representation, warranty or other statement in this Agreement is expressed to be made by the Purchaser to its knowledge or is otherwise expressed to be limited in scope to facts or matters known to the Purchaser, or of which the Purchaser is aware, it shall mean the actual knowledge of Adam Clode, after due inquiry.

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1.6 Additional Rules of Interpretation.

(1) Gender and Number. In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.
(2) Headings and Table of Contents. The inclusion in this Agreement of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and are not intended to be full or precise descriptions of the text to which they refer.
(3) Section References. Unless the context requires otherwise, references in this Agreement to Articles, Sections, Schedules or Exhibits are to Articles or Sections of this Agreement, and Schedules or Exhibits to this Agreement.
(4) Words of Inclusion. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation" and the words following "include", "includes" or "including" shall not be considered to set forth an exhaustive list.
(5) References to this Agreement. The words "hereof", "herein", "hereto", "hereunder", "hereby" and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it.
(6) Statute References. Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time.
(7) Document References. All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as assigned, transferred, novated, amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.
(8) Dates and Time. All references to dates and time in or in connection with this Agreement shall be to Toronto dates and Toronto time, unless otherwise specified.
1.7 Schedules and Exhibits. The following are the Schedules and Exhibits attached to and incorporated in this Agreement by reference and deemed to be a part hereof:

EXHIBITS

A. Share Ownership
B. Calculation of Deferred Share Consideration
C. NCR Agreement
D. Offtake Agreement

Unless the context otherwise requires, words and expressions defined in this Agreement will have the same meanings in the Schedules and the interpretation provisions set out in this Agreement apply to the Schedules. Unless the context otherwise requires, or a contrary intention appears,

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references in the Schedules to a designated Article, Section or other subdivision refer to the Article, Section or other subdivision, respectively, of this Agreement.

ARTICLE 2 PURCHASE OF SHARES

2.1 Purchase and Sale of Shares. At the Closing Time, on and subject to the terms and conditions of this Agreement (including the satisfaction or waiver of the conditions precedent set forth in Article 5), the Vendors shall sell to the Purchaser, and the Purchaser shall purchase from the Vendors, the Shares, free and clear of all Liens.
2.2 Purchase Price. The consideration payable by the Purchaser to the Vendors for the Shares (the "Purchase Price") shall be the aggregate of 18,500,000 Purchaser Shares (the "Consideration Shares").
2.3 Satisfaction of Purchase Price. At Closing, the Purchaser shall deliver to the Vendors certificates or other evidences representing the Consideration Shares registered as directed by the Vendors.
2.4 Net Concentrate Royalty. At Closing, the Kurupung Subsidiary and the Vendors shall enter into a definitive agreement in respect of the NCR (the "NCR Agreement") in substantially the form attached hereto as Exhibit C, as may be amended upon the agreement of the Parties, acting reasonably, and shall make all filings and recordings, execute and deliver all instruments and undertake all actions and steps as may be reasonably required to effect the implementation of the NCR as soon as possible after Closing.
2.5 Offtake Agreement. At Closing, the Kurupung Subsidiary and the Vendors shall enter into a definitive offtake agreement (the "Offtake Agreement") in substantially the form attached hereto as Exhibit D, as may be amended upon the agreement of the Parties, acting reasonably, and shall make all filings and recordings, execute and deliver all instruments and undertake all actions and steps as may be reasonably required to effect the implementation of the Offtake Agreement as soon as possible after Closing.

2.6 Milestone Payments.

(1) Milestone Payments. Within 20 Business Days, or such other period of time noted below, following the occurrence of a Milestone Trigger, the Purchaser shall (i) deliver a statement to the Vendors stating that a Milestone Trigger has occurred, and the date of its achievement and (ii) deliver the applicable payment to the Vendors by wire transfer of immediately available funds to the bank account specified by the Vendors.
(a) Milestone Trigger One. Following the occurrence of Milestone Trigger One, the Purchaser shall: (i) deliver a cash payment of CAD\$3,000,000, less an amount to satisfy the Corporation Liabilities, to the Vendors' respective nominees by wire transfer of immediately available funds to the bank account and recipient specified by the Vendors immediately following the occurrence of such Milestone Trigger One; and (ii) deliver a cash payment of CAD\$2,000,000 to the Vendors' respective nominees by wire transfer of immediately available funds to the bank account and recipient specified by the Vendors on the date that is 12-months following the occurrence of such Milestone Trigger One.

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(b) Milestone Trigger Two. Following the occurrence of at least one Resource Trigger Event and the Development Trigger Event, the Purchaser shall deliver the Deferred Consideration Shares at the direction of the Vendors, including any direction to issue such Deferred Consideration Shares to any nominee.
(2) Operation of the Corporation. The Vendors acknowledge and agree that: (i) from and after the Closing, the Purchaser and its subsidiaries have the right to operate the Corporation and the Kurupung Subsidiary in any way that they deem appropriate in their sole discretion, subject to this Agreement and any Ancillary Agreements, (ii) the Purchaser and its subsidiaries have no obligation to operate the Corporation and the Kurupung Subsidiary in order to achieve the Milestone Trigger, (iii) the payments contemplated in this Section 2.6 are speculative and are subject to numerous factors outside the control of the Purchaser and there are no assurances that the Vendors will receive any such payments, (iv) the Purchaser and its subsidiaries owe no fiduciary duty or other express or implied duty to the Vendors, and (v) the Parties solely intend the express provisions of this Agreement and the Ancillary Agreements to govern their contractual relationship. The Purchaser acknowledges and agrees that from and after the Closing, the Purchaser and its subsidiaries shall use commercially reasonable efforts to perform all work on the Kurupung Property in accordance with customary mining industry practices for similar operations and in compliance with all Applicable Law.
(3) Audit. The Purchaser shall permit the Vendors and their Representatives to have access to the premises of the Purchaser and its subsidiaries and their respective property and assets, including access to the Books and Records, to make such investigations, as the sole cost of the Vendors, as the Vendors reasonably deem necessary to determine if a Milestone Trigger has occurred, it being understood that: (a) such audit rights may only be provided no more than once in every 12-month period unless the Purchaser has delivered the statement set out in Section 2.6(1); and (b) those investigations will be carried out during normal business hours and without undue interference with the operations of the Purchaser and its subsidiaries. The Vendors and their Representatives enter the premises of the Purchaser at such person's own risk. The Vendors shall indemnify and hold harmless the Purchaser, and its directors, officers, shareholders, employees, agents and legal counsel, from and against any liabilities imposed upon, asserted against or incurred by any of them by reason of damages to the Purchaser's property or personnel or injury to the Vendors' Representatives or any of its agents or Representatives caused by the Vendors' exercise of its rights herein, including any injury or death resulting from the negligence of the Purchaser on their property.

2.7 Corporation Liabilities Statement

(1) Closing Date Statement. Two (2) Business Days prior to the Closing Date (which shall include any additional liabilities expected to be outstanding on the Closing Date), the Vendors shall deliver to the Purchaser the Corporation Liabilities Statement, prepared and calculated in accordance with the past practices of the Corporation consistently applied.
(2) Access to Records, etc. The Vendors shall provide to the Purchaser, upon the Purchaser's reasonable request, copies of all working papers created by the Vendors and their Representatives in connection with the preparation of the Corporation Liabilities Statement.
(3) Deemed Acceptance. If the Purchaser does not give a notice of Objection in accordance with Section 2.8, the Purchaser shall be deemed to have accepted the Corporation Liabilities Statement prepared by the Vendors which shall be final and binding on the Parties and the Corporation

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Liabilities Statement shall constitute the Corporations Liabilities Statement for purposes of this Agreement immediately following the expiry date for the giving of such Objection.

2.8 Dispute Settlement. If the Purchaser objects to any matter in the Corporation Liabilities Statement, then the Purchaser shall give written notice to the Vendors of such objection (an "Objection") no later than 5 Business Days following the Closing Date. Any Objection given by the Purchaser shall set forth in detail the particulars of such Objection. The Purchaser and the Vendors shall then use reasonable efforts to resolve such Objection. If the matter is not resolved within 5 Business Days of the delivery of the Objection, then the dispute with respect to such Objection shall be submitted by the Purchaser and the Vendors to an accounting partner associated with an accounting firm of recognized national standing in Singapore that is independent of the Parties and their Affiliates and mutually agreed to by the Purchaser and the Vendors (the "Independent Accountant"). The Independent Accountant shall, as promptly as practicable, make a determination of the Corporation Liabilities to be set out in the Corporate Liabilities Statement, based solely on written submissions of the Purchaser and the Vendors given by them to the Independent Accountant. The submissions of each of the Purchaser and the Vendors shall be disclosed to the other, and the other shall be afforded a reasonable opportunity to respond thereto. The decision of the Independent Accountant as to the Corporation Liabilities Statement shall be final and binding upon the Parties for purposes of this Agreement. The costs and expenses of the Independent Accountant will be borne by the Purchaser, on the one hand, and the Vendors, on the other hand, in proportion to the portion of the aggregate amount in dispute that is finally resolved by the Independent Accountant in a manner adverse to such Party. However, each such Party will bear its own costs in presenting its respective case to the Independent Accountant.
2.9 Statutory Hold Period. Any certificate or replacement certificate representing the Consideration Shares will bear a legend or legends, substantially in the following form, along with any additional legends that may be required by applicable securities law:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE LATER OF: (I) THE DATE OF ISSUE, AND (II) THE DATE THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA.

[IF APPLICABLE] 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"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S ("REGULATION S") UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO

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(C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED TO THE COMPANY OR THE TRANSFER AGENT, IF ANY, OF THE COMPANY.

[IF APPLICABLE] THESE SECURITIES MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES. IF THE COMPANY IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM THE TRANSFER AGENT, IF ANY, OF THE COMPANY, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT OF THE COMPANY AND, IF SO REQUIRED BY THE TRANSFER AGENT OF THE COMPANY, AN OPINION OF COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.

2.10 Escrow. Each Vendor agrees understands that, in the event that the Consideration Shares (or resulting issuer shares issued in exchange for such Consideration Shares) held by the Vendors are ever listed on any stock exchange such securities may be subject to restrictive hold periods or escrow provisions in accordance with the policies of such stock exchange or applicable securities laws and it hereby agrees to accept such hold periods and/or escrow provisions and in furtherance of this covenant, each Vendor hereby irrevocably appoints the Chief Executive Officer of the Purchaser as his, her, or its attorney-in-fact and authorizes him as his, her, or its attorney-in-fact to approve and sign an escrow agreement on behalf of such Vendor to provide for escrow of the Consideration Shares (or resulting issuer shares issued in exchange for such Consideration Shares).

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Vendors. Each Vendor hereby severally, represents and warrants to and in favour of the Purchaser, save as Disclosed prior to the date of this Agreement, as follows, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement:
(1) Approval. The execution and delivery of this Agreement and all Ancillary Agreements and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Vendors.
(2) Vendors Organization. Each Vendor is a natural person or a corporation duly incorporated or an entity duly created and validly existing under all Applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or other power, authority and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. No act or proceeding has been taken or authorized by or against any Vendor by any other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of the Vendor or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Vendor and, to the knowledge of the Vendor, no such proceedings have been Threatened by any other Person.

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(3) Vendors Authority Relative to this Agreement. Each Vendor has the requisite corporate power, authority and capacity to enter into this Agreement and any applicable Ancillary Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and any applicable Ancillary Agreement by the Vendors and the performance by the Vendors of their obligations under this Agreement and any applicable Ancillary Agreement have been duly authorized by the board of directors of each Vendor and no other corporate proceedings on their part are necessary to authorize this Agreement and any applicable Ancillary Agreement. This Agreement and each applicable Ancillary Agreement has been, or will be at the time of execution with respect to the Ancillary Agreements, duly executed and delivered by each Vendor and constitutes, or will constitute, a legal, valid and binding obligation of each Vendor, enforceable against such Vendor in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Applicable Laws relating to or affecting rights of creditors generally and subject to the qualification that equitable remedies, including specific performance, are discretionary. None of the Vendors is an insolvent person within the meaning of Applicable Law and will not become an insolvent person as a result of the Closing. To the knowledge of the Vendor, there is no Order outstanding against or affecting any Vendor which, in any such case, affects adversely or might affect adversely the ability of the Vendor to enter into this Agreement and any applicable Ancillary Agreement or to perform its obligations hereunder.
(4) Ownership of Shares. The Vendors are the registered and beneficial holder of the Shares as set out in Exhibit A, with good and marketable title thereto, free and clear of all Liens. No Person other than the Purchaser has, or has any right capable of becoming, any agreement, option, right or privilege for the purchase or other acquisition from the Vendors of any of the Shares. There are no restrictions of any kind on the transfer of the Shares. The Shares have been validly issued in compliance with Applicable Law and are fully paid and non-assessable. Each Vendor has, and will transfer to Purchaser at Closing, good and marketable title to the Shares, free and clear of any Liens, and with no restriction on the voting rights or other incidents of record and beneficial ownership attaching to the Shares.
(5) Corporation Organization. The Corporation and the Kurupung Subsidiary are corporations duly incorporated and validly existing under all Applicable Laws of their respective jurisdiction of incorporation, continuance or creation and have all necessary corporate or other power, authority and capacity to own their respective property and assets as now owned and to carry on their respective business as it is now being conducted. No act or proceeding has been taken or authorized by or against the Corporation or the Kurupung Subsidiary by any other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of the Corporation or the Kurupung Subsidiary or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Corporation or the Kurupung Subsidiary and, to the knowledge of the Vendors, no such proceedings have been Threatened by any other Person.
(6) Capitalization. As of the date hereof, only the Shares are issued and outstanding securities of the Corporation. There are no options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by the Corporation of any securities of the Corporation, or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of the Corporation. The Shares have been duly authorized and validly issued, are fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-

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emptive rights. The Shares have been issued in compliance with all Applicable Laws. Except for the Purchaser's right in this Agreement, no securities other than the Shares exist.

(7) Kurupung Subsidiary. The Corporation is the sole beneficial and registered owner of all of the outstanding shares in the capital of the Kurupung Subsidiary with good and marketable title thereto, free and clear of all Liens. No Person has any other agreement, option, commitment, arrangement, or any other right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment (including any such right or privilege under convertible securities, warrants or convertible obligations of any nature) for the purchase, subscription, allotment or issuance of, or conversion into, any of the issued or unissued shares or any other securities of the Kurupung Subsidiary or the purchase or other acquisition from the Kurupung Subsidiary of any of its undertakings, business or assets.
(8) Financial Statements. The Corporation's unaudited consolidated financial statements as at and for the year ended March 31, 2025 consisting of a general ledger trial balance report (the "Corporation Financial Statements") have been Disclosed.
(9) No Undisclosed Liabilities. Other than those Liabilities included in the Corporation Liabilities Statement, the Corporation has no outstanding indebtedness or liabilities and is not a party to or bound by any surety-ship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person.
(10) Absence of Conflicting Agreements. The execution, delivery and performance of this Agreement by the Vendors and the completion of the transactions contemplated by this Agreement by the Vendors do not and will not result in or constitute any of the following:
(a) a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any of the terms, conditions or provisions of the constating documents of the Vendors, the Corporation or the Kurupung Subsidiary or of any Contract or Licence of the Vendors, the Corporation or the Kurupung Subsidiary;
(b) an event which, pursuant to the terms of any Contract or Licence of the Corporation or the Kurupung Subsidiary, would cause any right or interest of the Corporation or the Kurupung Subsidiary to come to an end or be amended in any way that is detrimental to the Business or entitle any other Person to terminate or amend any such right or interest or relieve any other Person of its obligations thereunder;
(c) the creation or imposition of any Lien on any property or asset of the Corporation or the Kurupung Subsidiary; or
(d) the violation of any Applicable Law.
(11) No Consent. To the knowledge of the Vendors, no consent, approval, order, registration, notice, declaration or filing with, any Governmental Authority or other Person is required to be obtained by the Corporation or the Kurupung Subsidiary in connection with the execution and delivery of this Agreement or any Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby.

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(12) Legal Proceedings. There are no Legal Proceedings pending or, to the knowledge of the Vendors, Threatened affecting the Corporation, the Kurupung Subsidiary or affecting their respective property or assets at law or in equity. Neither the Corporation, the Kurupung Subsidiary nor their respective assets or properties are subject to any outstanding Order.

(13) Taxes.

(a) The Corporation and the Kurupung Subsidiary have prepared and filed when due with each relevant Governmental Authority all Tax Returns required to be filed by or on behalf of the Corporation and the Kurupung Subsidiary in respect of any Taxes. All such Tax Returns have been Disclosed.
(b) The Corporation's Financial Records which have been Disclosed reflect accrued liabilities as at the respective dates for all Taxes which were not yet then due and payable and for which Tax Returns were not yet then required to be filed.

(14) Interest in Properties and Mineral Rights.

(a) The Kurupung Subsidiary is the sole legal and beneficial owner of all right, title and interest in and to the Kurupung Property and all other mineral properties in which the Kurupung Subsidiary hold an interest (collectively, the "Corporation Properties") and the Kurupung Subsidiary's material mineral and real property interests and rights (including any material claims, prospecting permits, mining leases, mining claims or other mining rights, leases and licences of occupation in each case, either existing under Contract, by operation of Applicable Law or otherwise including, without limitation, the Prospecting Licenses) (collectively, the "Corporation Mineral Rights"), in each case, are free and clear of any Liens (other than Permitted Liens).
(b) All of the Corporation Mineral Rights have been properly located and recorded in compliance with Applicable Law and are comprised of valid and subsisting mining concessions and there has not been any acquisition or sale, lease, license, expiry or other disposition by the Corporation or the Kurupung Subsidiary of any interest in any Corporation Mineral Rights.
(c) The Corporation Properties and the Corporation Mineral Rights are in good standing under Applicable Law and, to the knowledge of the Vendor and as Disclosed, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(d) The Kurupung Subsidiary has not ceded, assigned, pledged, and/or transferred to any other person any of its interest under the Prospecting Licences. To the knowledge of the Vendors, there is no material adverse claim against or challenge to the title to or ownership of the Corporation Properties or any of the Corporation Mineral Rights. The Vendors are not aware of any defects, failures or impairments in the title of the Corporation or the Kurupung Subsidiary to the Corporation Properties whether or not an action, suit, proceeding or inquiry is pending or Threatened and whether or not discovered by any third party, which in aggregate could have a Corporation Material Adverse Effect.

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(e) No Person other than the Corporation and the Kurupung Subsidiary have any interest in the Corporation Properties or any of the Corporation Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(f) To the best of the Vendor's knowledge, there are no material restrictions on the ability of the Corporation or the Kurupung Subsidiary to use, transfer or exploit the Corporation Properties or any of the Corporation Mineral Rights.
(g) Neither the Corporation nor the Kurupung Subsidiary has received any notice from any Governmental Authority of any default or alleged default under, or any revocation or intention to revoke any interest of the Corporation or the Kurupung Subsidiary in any of the Corporation Properties or any of the Corporation Mineral Rights.

(15) Employment Matters.

(a) Neither the Corporation nor the Kurupung Subsidiary has or has ever had any employees and the terms on which its independent contractors are engaged have been Disclosed.

(16) Environmental Matters.

(a) Currently and during the past five years, the Corporation and the Kurupung Subsidiary:
(i) are and were in compliance in all material respects with all applicable Environmental Laws;
(ii) have duly obtained all Licences necessary to conduct the Business in compliance in all material respects with all Environmental Laws;
(iii) have not received notice that the Corporation or the Kurupung Subsidiary is in material default or breach of any such Licence; and
(iv) have not received any written order, notice or other communication from any Governmental Authority of material non-compliance with any Environmental Law.
(b) To the knowledge of the Vendors, there are no pending or Threatened Legal Proceedings relating to the Corporation or the Kurupung Subsidiary arising under or in respect of any Environmental Law that would affect the Prospecting Licences.
(17) Licences. There are no other licenses, permits, approvals, consents, certificates, registrations, or authorizations, necessary for the Vendors to carry on their Business as presently carried on or to own or lease any of the material property or assets utilized in connection with the Business.
(18) Compliance with Laws. The Corporation and the Kurupung Subsidiary have complied with and are not in violation of any Applicable Laws including all applicable rules, regulations, guidelines and policies of any Regulatory Authorities, other than non-compliance or violations which would not, individually or in the aggregate, have a Corporation Material Adverse Effect.
(19) Securities Laws. Each Vendor acknowledges and agrees that:

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(a) No securities commission or similar regulatory authority has reviewed or passed on the merits of the Consideration Shares; there is no government or other insurance covering the Consideration Shares; there are risks associated with the acquisition of the Consideration Shares; and there are restrictions under applicable securities laws on the Vendor's ability to resell the Consideration Shares and it is the responsibility of the Vendor to ascertain what those restrictions are and to comply with such restrictions before selling the Consideration Shares.
(b) The Purchaser has advised the Vendor that the Purchaser is relying on an exemption from the requirements of applicable securities legislation in Canada to provide the Vendor with a prospectus in connection with the Consideration Shares and as a consequence of acquiring the Consideration Shares pursuant to such exemption, certain protections, rights and remedies provided by such legislation, including statutory rights of rescission or damages in Canada, will not be available to the Vendor.
(c) The decision to accept the Consideration Shares hereunder has not been based upon any oral or written representation as to fact or otherwise (except as expressly set out herein) made by or on behalf of the Purchaser.
(d) The Consideration Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act of 1933, as amended or the availability of an exemption therefrom, and that in the absence of an effective registration statement covering the Consideration Shares or an available exemption from registration under the Securities Act of 1933, the Consideration Shares must be held indefinitely.
(e) The Purchaser may be required to disclose details of the identity and other personal information of the Vendor to applicable securities regulatory authorities having jurisdiction in connection with the issuance and delivery of the Consideration Shares to the Vendor in order to comply with Applicable Law or the requirements of applicable securities regulatory authorities or stock exchange requirements and the Vendor hereby consents to such disclosure to and use of such information by such securities regulatory authorities and stock exchanges as required by Applicable Law or the requirements of such securities regulatory authorities or stock exchange.
(f) Neither the Purchaser nor any other Person has made any written or oral representations to the Vendor (i) that any Person will resell or repurchase the Consideration Shares; (ii) that any Person will refund the consideration for the Consideration Shares; or (iii) as to the future price or value of the Consideration Shares.
(g) Each Vendor resident in the United States is an "Accredited Investor" as defined in rule 501 (a) of Regulation D of the Securities Act of 1933, as amended.
(h) The issuance of the Consideration Shares to the Vendors complies with all laws applicable to the Vendors, including the laws of such Vendor's jurisdiction of residence, and all other applicable laws, and will not cause the Purchaser to become subject to, or require it to comply with, any disclosure, prospectus, filing or reporting requirements under any applicable laws of the Vendor's jurisdiction of residence.

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(20) Corrupt Practices Legislation. To the knowledge of the Vendors, neither the Corporation nor the Kurupung Subsidiary, nor any of their respective officers or directors have taken, committed to take or been alleged to have taken any action which would cause the Corporation or the Kurupung Subsidiary to be in violation of the United States' Foreign Corrupt Practices Act (and the regulations promulgated thereunder), the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any Applicable Law of similar effect in any other jurisdiction, and to the knowledge of the Vendors no such action has been taken by any of the agents, representatives or other Persons acting on behalf of the Corporation or the Kurupung Subsidiary.
(21) Non-Governmental Organizations and Community Groups. To the knowledge of the Vendors, there is no material dispute between the Corporation or the Kurupung Subsidiary and any nongovernmental organization, community, community group or civil organization or, is Threatened with respect to any of the Corporation Properties or that would affect the Prospecting Licences.
(22) 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 the Corporation or the Kurupung Subsidiary of any of the material assets of the Corporation or the Kurupung Subsidiary other than pursuant to the transactions contemplated in this Agreement.
(23) Title and Sufficiency of Assets. The Prospecting Licences are unencumbered, subject to the terms and conditions of any licence or permit relating to such Prospecting Licences and any governmental interest that are Permitted Liens.
(24) Other Negotiations. The execution and delivery of this Agreement by the Vendors, the consummation of the transactions under this Agreement, and the fulfilment by the Vendors of its obligations under this Agreement will not contravene or violate or result in a breach or a default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligations of the Vendor under: any applicable Laws; the articles, by-laws or any resolutions of the board of directors or shareholders of the Vendor; any contracts to which the Vendor is a party or by which it is, or any of its properties, or assets are, bound; or result in the creation or imposition of any Encumbrance on any asset.
(25) Finders' Fee. Except as contemplated in Section 7.10, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Vendors or the Corporation who is entitled to any fee or commission in connection with the consummation of the transactions contemplated by this Agreement.
3.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to and in favour of the Vendors as follows, and acknowledges that the Vendors are relying upon such representations and warranties in connection with the entering into of this Agreement:
(1) Approval. The execution and delivery of this Agreement and all Ancillary Agreements and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Purchaser. The board of directors of the Purchaser has authorized the issuance of the Consideration Shares and, upon the issuance of the Consideration Shares in accordance with the terms hereof the Consideration Shares will be validly issued as fully-paid and non-assessable Purchaser Shares.

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(2) Authority Relative to this Agreement. The Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and each applicable Ancillary Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each applicable Ancillary Agreement by the Purchaser and the performance by the Purchaser of its obligations under this Agreement and each applicable Ancillary Agreement have been duly authorized by the board of directors of the Purchaser and no other corporate proceedings on its part are necessary to authorize this Agreement and each applicable Ancillary Agreement. This Agreement and each applicable Ancillary Agreement has been, or will be at the time of execution with respect to the Ancillary Agreements, duly executed and delivered by the Purchaser and constitutes, or will constitute, a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Applicable Laws relating to or affecting rights of creditors generally and subject to the qualification that equitable remedies, including specific performance, are discretionary. The Purchaser is not an insolvent person within the meaning of Applicable Law and will not become an insolvent person as a result of the Closing. There is no Order outstanding against or affecting the Purchaser which, in any such case, affects adversely or might affect adversely the ability of the Purchaser to enter into this Agreement or any Ancillary Agreement or to perform its obligations hereunder.
(3) Organization. The Purchaser is a corporation duly incorporated or an entity duly created and validly existing under all Applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or other power, authority and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. No act or proceeding has been taken or authorized by or against the Purchaser by any other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of the Purchaser or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Purchaser and no such proceedings have been Threatened by any other Person.
(4) Capitalization. The authorized share capital of the Purchaser consists of an unlimited number of Purchaser Shares. As of the close of business on June 13, 2025, there are issued and outstanding 9,797,500 Purchaser Shares. As of the close of business on June 13, 2025, there are no Purchaser Options and/or share purchase warrants of the Purchaser (collectively, the "Purchaser Convertible Securities") and, other than a \$100,000 fee payable to an advisor to the Purchaser to be satisfied in Purchaser Shares, there are no other options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by the Purchaser of any securities of the Purchaser (including Purchaser Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of the Purchaser (including Purchaser Shares). Other than the Purchaser Shares and the Purchaser Convertible Securities, there are no other securities of the Purchaser outstanding. All outstanding Purchaser Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Purchaser Shares issuable upon the exercise of Purchaser Convertible Securities in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and nonassessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of the Purchaser (including the Purchaser Shares) have been issued in compliance with all Applicable Laws. Other than the Purchaser Shares and the Purchaser Convertible Securities, there are no securities of the Purchaser outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally)

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with holders of Purchaser Shares on any matter. There are no outstanding contractual or other obligations of the Purchaser to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities. There are no outstanding bonds, debentures or other evidences of indebtedness of the Purchaser having the right to vote with the holders of the outstanding Purchaser Shares on any matter.

(5) No Consent. No consent, approval, order, registration, notice, declaration or filing with, any Governmental Authority or other Person is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement or any Ancillary Agreement, or the consummation by the Purchaser of the transactions contemplated hereby or thereby.

ARTICLE 4 CLOSING ARRANGEMENTS

4.1 Closing. The Closing shall take place at 8:00 a.m. (Toronto time) (the "Closing Time") on the Closing Date at the offices of Mintz LLP (provided that all or a portion of the closing steps may performed electronically as the parties may agree), or at such other time on the Closing Date or such other place as may be agreed orally or in writing by the Vendors and the Purchaser.
4.2 Vendors' Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered or made available to the Purchaser the following documents or things:
(a) an executed share transfer in respect of the Shares, together with such other deeds of assignment or transfer as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, duly executed by the Vendors;
(b) the certificates representing the Shares duly endorsed in favour of the Purchaser;
(c) signed resignations of each director and officer of the Corporation effective on and from Closing;
(d) a duly executed resolution of the Vendors approving the transfer of the Shares and directing the registration of the transfer of the Shares in the name of the Purchaser in the Corporation's share register on and with effect from Closing;
(e) the original minute books and share register of the Corporation and the Kurupung Subsidiary and any other original statutory books and records of the Corporation and the Kurupung Subsidiary in the Vendors' possession (with the share register updated to reflect the Purchaser as the registered holder of the Shares);
(f) a bring-down certificate of the Vendors dated as of the Closing Date certifying that (i) save as Disclosed, the representations and warranties of the Vendors in Section 3.1 are true and correct in all material respects at the Closing (other than those that are qualified as to materiality, which shall be true and correct in all respects at the Closing after giving effect to such qualification) with the same force and effect as if such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall be true and correct as of that date); and (ii) the Vendors have performed and complied with all of the terms and conditions in this Agreement on their part to be performed or complied with at or before the Closing Time;

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(g) certified copies of the resolutions of the board of directors of the relevant Vendor approving the execution, delivery and performance of this Agreement;
(h) a certificate of status with respect to each of the corporate Vendors, the Corporation and the Kurupung Subsidiary issued by appropriate government officials of its jurisdiction of incorporation, continuance or creation;
(i) the Books and Records of the Corporation in the Vendors' possession; and
(j) a counterpart to each Ancillary Agreement, duly executed by the Vendors.
4.3 Purchaser's Closing Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendors the following documents or things:
(a) a bring-down certificate of a senior officer of the Purchaser dated as of the Closing Date certifying that (i) the representations and warranties of the Purchaser in Section 3.2 are true and correct in all material respects at the Closing (other than those that are qualified as to materiality, which shall be true and correct in all respects at the Closing after giving effect to such qualification) with the same force and effect as if such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall be true and correct as of that date); and (ii) the Purchaser has performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time;
(b) certified copies of (i) resolutions of the board of directors and shareholders of the Purchaser approving the execution, delivery and performance of this Agreement; and (ii) a list of the directors and officers of the Purchaser authorized to sign this Agreement or any Ancillary Agreement to which the Purchaser is a party;
(c) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by appropriate government officials of its jurisdiction of incorporation, continuance or creation;
(d) certificates or other evidences representing the Consideration Shares registered as directed by the Vendors; and
(e) a counterpart to each Ancillary Agreement, duly executed by the Purchaser.
4.4 Waiver. The Purchaser may, in its sole discretion, waive any or all of the actions or deliverables that the Vendors are required to perform or deliver under Section 4.2. The Vendors may, in their sole discretion, waive any or all of the actions that the Purchaser is required to perform or deliver under Section 4.3.

ARTICLE 5 CONDITIONS OF CLOSING

5.1 Purchaser's Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement unless, at or before the Closing Time, each of the conditions precedent listed below in this Section 5.1 has been satisfied or waived by the Purchaser having given written notice of such waiver to the Vendor, it being understood that the said conditions are

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included for the exclusive benefit of the Purchaser. The Vendors shall take all such actions, steps and proceedings as are reasonably within their control as may be necessary to ensure that the conditions precedent listed below in this Section 5.1 are fulfilled as soon as reasonably practicable after the date of this Agreement and in any event at or before the Closing Time.

(a) Representations and Warranties. Other than as Disclosed, the representations and warranties of the Vendors in Section 3.1 shall be true and correct in all material respects at the Closing (other than those that are qualified as to materiality, which shall be true and correct in all respects at the Closing after giving effect to such qualification) with the same force and effect as if such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall be true and correct as of that date).
(b) Vendors' Compliance and Deliverables. The Vendors shall have performed and complied in all material respects with all of the terms and conditions in this Agreement on their part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all of the documents contemplated in Section 4.2 and elsewhere in this Agreement.
(c) No Corporation Material Adverse Effect. During the Interim Period, there shall have been no Corporation Material Adverse Effect.
(d) No Legal Proceedings. During the Interim Period, there shall have been no Order (whether temporary, preliminary or permanent) made or any Legal Proceedings commenced or Threatened against any Party or against any of their respective Affiliates or any of their respective directors or officers, for the purpose of enjoining, prohibiting, preventing or restraining, temporarily or permanently, the completion of the transactions contemplated by this Agreement.
(e) No Law. During the Interim Period, no Governmental Authority shall have enacted, issued or promulgated any Law which has the effect of (i) making any of the transactions contemplated by this Agreement illegal or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement.
(f) Corporation Liabilities Statement. At Closing Time, the Corporation Liabilities will not exceed USD\$100,000.
5.2 Condition Not Fulfilled. If any condition in Section 5.1 has not been fulfilled at or before the Closing Time or if any such condition is, or becomes, impossible to satisfy prior to the Closing Time, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the Purchaser in its sole discretion may, without limiting any rights or remedies available to the Purchaser at law or in equity, either:
(a) terminate this Agreement by notice to the Vendors, as provided in Section 8.1;
(b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.
5.3 Vendors' Conditions. The Vendors shall not be obligated to complete the transactions contemplated by this Agreement unless, at or before the Closing Time, each of the conditions

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precedent listed below in this Section 5.3 has been satisfied or waived by the Vendors having given written notice of such waiver to the Purchaser, it being understood that the said conditions are included for the exclusive benefit of the Vendors. The Purchaser shall take all such actions, steps and proceedings as are reasonably within the Purchaser's control as may be necessary to ensure that the conditions precedent listed below in this Section 5.3 are fulfilled as soon as reasonably practicable after the date of this Agreement and in any event at or before the Closing Time.

(a) Representations and Warranties. The representations and warranties of the Purchaser in Section 3.2 shall be true and correct in all material respects at the Closing (other than those that are qualified as to materiality, which shall be true and correct in all respects at the Closing after giving effect to such qualification) with the same force and effect as if such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall be true and correct as of that date).
(b) Compliance and Deliverables. The Purchaser shall have performed and complied in all material respects with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Vendors at the Closing all the documents contemplated in Section 4.3 and elsewhere in this Agreement.
(c) Concurrent Offering. The Purchaser shall undertake a fully committed equity financing (which may be completed by the issuance of subscription receipts of the Purchaser) for aggregate gross proceeds of \$10 million.
(d) No Legal Proceedings. During the Interim Period, there shall have been no Order (whether temporary, preliminary or permanent) made or any Legal Proceedings commenced or Threatened against any Party or against any of their respective Affiliates or any of their respective directors or officers, for the purpose of enjoining, prohibiting, preventing or restraining, temporarily or permanently, the completion of the transactions contemplated by this Agreement.
(e) No Law. During the Interim Period, no Governmental Authority shall have enacted, issued or promulgated any Law which has the effect of (i) making any of the transactions contemplated by this Agreement illegal or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement.
5.4 Condition Not Fulfilled. If any condition in Sections 5.1 or 5.3 has not been fulfilled at or before the Closing Time or if any such condition is, or becomes, impossible to satisfy prior to the Closing Time, other than as a result of the failure of the relevant Party to comply with its obligations under this Agreement, then the Party not in breach may, in its sole discretion, without limiting any rights or remedies available to any Party at law or in equity, either:
(a) terminate this Agreement by written notice to each Party, as provided in Section 8.1(c); or
(b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

ARTICLE 6 INDEMNIFICATION

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6.1 Survival. All provisions of this Agreement and of any Ancillary Agreement other than the conditions in Article 5 hereof, shall not merge on Closing but shall survive the execution, delivery and performance of this Agreement in accordance with the terms hereof or thereof.
6.2 Indemnity by the Vendors. Subject to Section 6.1 and 6.7(1), each Vendor shall severally indemnify the Purchaser's Indemnified Parties and save them fully harmless against, and will reimburse or compensate them for, any Damages arising from, in connection with or related in any manner whatsoever to:
(a) except as Disclosed, or as waived in writing by the Purchaser, any material incorrectness in or material breach of any representation or warranty of the Vendors contained in this Agreement or any Ancillary Agreement;
(b) except as Disclosed, or as waived in writing by the Purchaser, any material breach or any non-fulfilment of any covenant or agreement on the part of the Vendors contained in this Agreement or in any Ancillary Agreement and
(c) any amount by which the Corporation Liabilities exceed US\$500,000 on the Closing Date.

Any written waiver by the Purchaser of a condition relating to the accuracy of any representation or warranty, or the performance of any covenant, shall eliminate the Purchaser's right to seek indemnification, reimbursement, or any other remedy in respect of such representation, warranty, or covenant solely with respect to the subject matter of such waiver. The Vendors shall have no right of indemnification, contribution, or subrogation against the Corporation, the Purchaser, or any of their respective Affiliates in connection with any indemnification payment made by or on behalf of the Vendors under this Article 6.

6.3 Indemnity by the Purchaser. The Purchaser shall indemnify the Vendors' Indemnified Parties and save them fully harmless against, and will reimburse or compensate them for, any Damages arising from, in connection with or related in any manner whatsoever to:
(a) any incorrectness in or breach of any representation or warranty of the Purchaser contained in this Agreement or any Ancillary Agreement; and
(b) any breach or any non-fulfilment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any Ancillary Agreement.

The waiver of any condition based upon the accuracy of any representation and warranty or the performance of any covenant shall not affect the right to indemnification, reimbursement or other remedy based upon such representation, warranty or covenant.

6.4 Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Damages in respect of which a right of indemnification is provided for under this Article 6, the Indemnified Party shall promptly give written notice thereof (a "Claim Notice") to the Indemnifying Party. The Claim Notice shall (if known as of the date of the Claim Notice) specify whether the potential Damages arise as a result of a claim (other than a Tax Claim) by a Person against the Indemnified Party (a "Third Party Claim") or whether the potential Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a "Direct Claim"), and shall also specify with reasonable particularity (if known as of the date of the Claim Notice and to the extent that the information is available):

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(a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and
(b) the amount of the potential Damages arising therefrom, if known.

If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time to effectively contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 6 shall be reduced only to the extent that Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party's failure to give the Claim Notice on a timely basis. Nothing in this Section 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 6.5(1) and 6.5(2) in order to permit recovery pursuant to Section 6.2(a), or 6.3(a) as the case may be.

6.5 Time Limits for Delivery of Claim Notice for Breach of Representations and Warranties.

(1) Notice by the Purchaser. No Damages may be recovered from the Vendors pursuant to Section 6.2(a) unless a Claim Notice is delivered by the Purchaser in accordance with the timing set out below:
(a) with respect to the representations and warranties in Sections 3.1(1), 3.1(2), 3.1(3), 3.1(4), 3.1(5), 3.1(6), and 3.1(7) (collectively, the "Vendors Fundamental Representations") at any time during the 24-month period after Closing;
(b) with respect to the representations and warranties in Sections 3.1(13), 3.1(14) and with respect to any Taxes relating to a Pre-Closing Tax Period, at any time during the 36-months after Closing ; and
(c) with respect to all other representations and warranties, on or before the date that is 12 months from Closing, provided, however, that in the event of fraud relating to a representation and warranty of the Vendors in this Agreement, then notwithstanding the foregoing time limitations, the Purchaser's Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim.
(d) Unless a Claim Notice has been given in accordance with the timing set out above, the Vendors shall be released from the obligation to indemnify the Purchaser's Indemnified Parties in respect thereof pursuant to Section 6.2(a). This Section 6.5(1) shall not be construed to impose any time limit on the Purchaser's right to assert a claim to recover Damages under Section 6.2(b) or Section 6.2(c), whether or not the basis on which such a claim is asserted could also entitle the Purchaser to make a claim for Damages pursuant to Section 6.2(a).
(2) Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 6.3(a) unless a Claim Notice is delivered by the Vendors on or before the date that is 24 months after Closing, provided, however, that in the event of fraud relating to a representation and warranty of the Purchaser in this Agreement, then notwithstanding the foregoing time limitations, the Vendors' Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. Unless a Claim Notice has been given in accordance with the timing set out above, the Purchaser shall be released from the obligation to indemnify the Vendors' Indemnified Parties in respect thereof pursuant to Section 6.3(a). This Section 6.5(2) shall not be construed to impose

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any time limit on the Vendors' right to assert a claim to recover Damages under Section 6.3(b), whether or not the basis on which such a claim is asserted could also entitle the Vendors to make a claim for Damages pursuant to Section 6.3(a).

6.6 Monetary Limitations.

(1) Damages from Vendors.
(a) Indemnity Basket. No Damages may be recovered from the Vendors pursuant to Section 6.2 unless and until the accumulated aggregate amount of Damages of the Purchaser's Indemnified Parties, arising pursuant to Section 6.2 exceeds \$250,000 in which event the accumulated aggregate amount of all such Damages may be recovered.
(b) Indemnity Cap. The maximum aggregate amount of Damages that may be recovered from a particular Vendor under Section 6.2 shall not exceed that part of the pro rata Milestone Payments paid to the applicable Vendor as of the date of the claim, as set out in Sections 2.6(1)(a).
(2) Damages from Purchaser.
(a) Indemnity Basket. No Damages may be recovered from the Purchaser pursuant to Section 6.3(a) unless and until the accumulated aggregate amount of Damages of the Vendors' Indemnified Parties, arising pursuant to Section 6.3(a) exceeds \$250,000 in which event the accumulated aggregate amount of all such Damages may be recovered.
(b) Indemnity Cap. The maximum aggregate amount of Damages that may be recovered from the Purchaser under Section 6.2(a), shall not exceed the Purchase Price.
6.7 Agency for Non-Parties. Notwithstanding Section 9.13, each Party hereby accepts each indemnity in favour of each of its Indemnified Parties who are not Parties as agent and trustee of that Indemnified Party. Each Party may enforce an indemnity in favour of any of that Party's Indemnified Parties on behalf of each such Indemnified Party.
6.8 Direct Claims. In the case of a Direct Claim, the Indemnifying Party shall have 30 days from receipt of a Claim Notice in respect thereof within which to make such investigation as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate its right to be indemnified under this Article 6, together with all such other information as the Indemnifying Party may reasonably request. If the Parties fail to agree at or before the expiration of such 30 day period (or any mutually agreed upon extension thereof), the Indemnified Party shall be free to pursue such remedies as may be available to it.

6.9 Third Party Claims.

(1) Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in but not control the negotiation, settlement or defence of the Third Party Claim, which control shall rest at all times with the Indemnified Party, unless the Indemnifying Party:

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(a) irrevocably and unconditionally acknowledges in writing complete responsibility for, and agrees to indemnify the Indemnified Party in respect of all Damages relating to, the Third Party Claim; and
(b) furnishes evidence to the Indemnified Party whenever requested by the Indemnified Party, which is satisfactory to the Indemnified Party of the Indemnifying Party's financial ability to indemnify the Indemnified Party;

in which case the Indemnifying Party may assume such control at its expense through counsel of its choice; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall not be permitted to assume control of the negotiation, settlement or defence of the Third Party Claim if: (A) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; or (B) such Third Party Claim involves criminal liability.

(2) Respective Rights on Indemnifying Party's Assumption of Control. If the Indemnifying Party elects to assume control as contemplated in Section 6.9(1), the Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party's out-of-pocket expenses incurred as a result of such assumption. The Indemnified Party shall continue to have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), in which case the fees and disbursements of such counsel shall be paid by the Indemnifying Party. The Indemnified Party shall co-operate with the Indemnifying Party so as to permit the Indemnifying Party to conduct such negotiation, settlement and defence and for this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all such documents and require its personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the Third Party Claim.
(3) Lack of Reasonable Diligence. If, having elected to assume control as contemplated by Section 6.9(1), the Indemnifying Party thereafter fails to conduct the negotiation, settlement or defence of the relevant Third Party Claim with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.
(4) Other Rights of Indemnified Party. If the Indemnifying Party does not, or is not permitted to, assume control of the defence of any Third Party Claim pursuant to Section 6.9(1), the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.
6.10 Cooperation. Each Indemnified Party and Indemnifying Party shall reasonably cooperate and assist each other in determining the validity of any claim for indemnity by an Indemnified Party and

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otherwise in resolving such matters. Such assistance and cooperation will include providing reasonable access to information, records and documents relating to such matters and furnishing employees to assist in the investigation, defense and resolution of such matters.

6.11 Adjustments to Purchase Price. Any monetary compensation received by the Purchaser as a result of any breach of any representation and warranty of the Vendors or under any indemnity provided for under this Agreement is to be in reduction and refund of the Purchase Price.

ARTICLE 7 COVENANTS

7.1 Investigation. During the Interim Period:

(1) The Vendors shall give, or cause to be given, to the Purchaser and its Representatives reasonable access to the Business and the property and assets of the Corporation and the Kurupung Subsidiary, including the Books and Records of the Corporation and the Kurupung Subsidiary, to conduct such investigations thereof as the Purchaser deems reasonably necessary or desirable to familiarize itself with the Corporation, the Kurupung Subsidiary and the Business. Such investigations shall be carried out during normal business hours and without undue interference with the operations of the Corporation and the Business. Any written information received by the Purchaser prior to the date hereof shall be deemed Disclosed.
(2) The Purchaser shall give, or cause to be given, to the Vendors and its Representatives reasonable access to the business and the property and assets of the Purchaser, including the Books and Records of the Purchaser, to conduct such investigations thereof as the Vendors deem reasonably necessary or desirable to familiarize themselves with the Purchaser and its business. Such investigations shall be carried out during normal business hours and without undue interference with the operations of the Purchaser.

7.2 Confidentiality.

(1) Information to Be Confidential. Each Recipient shall treat confidentially and not disclose, and shall cause each of its Representatives to treat confidentially and not disclose, other than as expressly contemplated by this Agreement, any Confidential Information of a Discloser.
(2) Use of Confidential Information. A Recipient may disclose Confidential Information only to those of its Representatives who need to know such Confidential Information for the purpose of implementing the transaction contemplated by this Agreement. No Recipient shall use, nor permit its Representatives to use, Confidential Information for any other purpose nor in any way that is, directly or indirectly, detrimental to the applicable Discloser.
(3) Required Disclosure. If a Recipient or any of its Representatives receives a request or is legally required to disclose all or any part of the Confidential Information of a Discloser, such Recipient shall (a) immediately notify the Discloser of the request or requirement, (b) consult with the Discloser on the advisability of taking legally available steps to resist or narrow the request or lawfully avoid the requirement, and (c) if requested by the Discloser, take all necessary steps to seek a protective order or other appropriate remedy. If a protective order or other remedy is not available, or if the Discloser waives compliance with the provisions of this Section 7.2(3), (i) the Recipient receiving the request for disclosure or its Representatives, as the case may be, may disclose to the Person requiring

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disclosure only that portion of the Confidential Information which such Recipient is advised by written opinion of counsel is legally required to be disclosed, and (ii) such Recipient shall not be liable for such disclosure unless such disclosure was caused by or resulted from a previous disclosure by such Recipient or its Representatives not permitted by this Agreement.

(4) Return or Destruction. Following the termination of this Agreement in accordance with the provisions of this Agreement, each Recipient shall (and shall cause each of its Representatives to) (a) return promptly to the Discloser all physical copies of the Confidential Information of the Discloser, excluding Notes, then in such Recipient's possession or in the possession of its Representatives, (b) destroy all (i) electronic copies of such Confidential Information, and (ii) Notes (including electronic copies thereof) prepared by such Recipient or any of its Representatives, in a manner that ensures the same may not be retrieved or undeleted by such Recipient or any of its Representatives, and (c) deliver to the Discloser a certificate executed by one of the Recipient's duly authorized senior officers indicating that the requirements of this Section 7.2(4) have been satisfied in full. However, a copy of the Confidential Information may be retained to the extent required to comply with Applicable Law, bona fide internal document retention policies, or any applicable Governmental Authority, provided that the provisions of this Agreement shall continue to apply to any such retained information.

7.3 Action by the Vendors During Interim Period.

(1) During the Interim Period, unless otherwise agreed with the Purchaser (acting reasonably) or contemplated herein, the Vendors shall operate the Corporation (and for these purposes references to the Corporation shall be read to include the Kurupung Subsidiary) in the Ordinary Course of Business in material compliance with Applicable Law and the terms and conditions of all Corporation Material Contracts, and without limiting the generality of the foregoing, do the following:
(a) maintain all of the Corporation's material property and assets in the same condition as they now exist, ordinary wear and tear excepted;
(b) maintain the Corporation's Books and Records in the Ordinary Course of Business;
(c) take all commercially reasonable action to preserve the Business and the goodwill of the Corporation and its relationships with all third parties having business dealings with it, to maintain in full force and effect all Corporation Material Contracts, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period;
(d) ensure that the Corporation performs and complies with all of its material obligations under all Corporation Material Contracts and complies materially with all Licences;
(e) ensure that the Corporation does not acquire, sell or otherwise dispose of (or pledge as security) any of its property and assets outside of the Ordinary Course of Business;
(f) maintain adequate levels of working capital to carry on the Business in the Ordinary Course of Business;
(g) except for Permitted Liens, ensure that the Corporation does not create any Lien upon any of its property and assets other than in the Ordinary Course of Business, or create any

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guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person other than in the Ordinary Course of Business;
(h) ensure that the Corporation does not declare or pay any dividends, redeem or repurchase any shares in its share capital or make any other distributions in respect of its shares; and
(i) take all reasonable action within its reasonable control to ensure that the representations and warranties of the Vendors in Section 3.1 remain true and correct in all material respects at the Closing Time with the same force and effect as if such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall remain true and correct as of that date); provided that where the Purchaser has requested or provided its consent under this Clause 7.3(1) to any action or inaction undertaken by the Vendors, the Corporation or the Kurupung Subsidiary, the Purchaser shall not be entitled to claim Damages or any Liability for any breach of warranty, representation, covenant or undertaking under this Agreement.
(2) Without limiting the generality of the foregoing, during the Interim Period, the Vendors will not, except with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), allow the Corporation to:
(a) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Shares or other equity or voting interests or other securities;
(b) amend or approve any amendment to its articles, by-laws or other constating documents;
(c) terminate or waive any right of substantial value to the Business;
(d) except for any Corporation Liabilities, make any payments of whatsoever nature outside of the Ordinary Course of Business to any Vendor or any of its Affiliates;
(e) make any material change with respect to any method of management, operation or accounting in respect of the Business;
(f) become a party to or bound by any new agreement or arrangement with respect to any employee;
(g) compromise or settle any Legal Proceeding relating to the Corporation, the Business or the property and assets of the Corporation;
(h) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.

7.4 Action by the Purchaser During Interim Period.

(1) During the Interim Period, unless otherwise agreed with the Vendors (acting reasonably) or otherwise contemplated herein, the Purchaser shall operate in the Ordinary Course of Business in material compliance with Applicable Law, and without limiting the generality of the foregoing, do the following:

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(a) maintain all of the Purchaser's material property and assets in the same condition as they now exist, ordinary wear and tear excepted;
(b) maintain the Purchaser's Books and Records in the Ordinary Course of Business;
(c) take all reasonable action within its reasonable control to ensure that the representations and warranties of the Purchaser in Section 3.2 remain true and correct in all material respects at the Closing Time with the same force and effect as if such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall remain true and correct as of that date).
(2) Without limiting the generality of the foregoing, during the Interim Period, the Purchaser will not, except with the prior written consent of the Vendors (such consent not to be unreasonably withheld, conditioned or delayed):
(a) amend or approve any amendment to its articles, by-laws or other constating documents;
(b) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course of Business;
(c) terminate or waive any right of substantial value to the business of the Purchaser; or
(d) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.
7.5 Consents and Approvals; Cooperation. Each of the Vendors and the Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement and shall do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, commencing forthwith after the date hereof, the Vendors and the Purchaser shall: (1) use all commercially reasonable efforts to obtain, and shall reasonably cooperate with one another in obtaining, at or prior to the Closing Time, all required third party consents and regulatory approvals; (2) use all commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order which may adversely affect the ability a party's ability to consummate the transactions contemplated hereby; (3) effect all necessary registrations, filings and submissions of information required of that party by any Governmental Authority in connection with the transactions contemplated herein; and (4) use all commercially reasonable efforts to satisfy that party's conditions precedent set out in Article 5.

7.6 Inter-Company Transactions.

(1) The Vendors shall ensure that within 30 days of Closing:
(a) there is no money or amounts owing to the Corporation or the Kurupung Subsidiary by any Vendor or any of its Affiliates; and
(b) except for the [Redacted Personal Information] Bond or otherwise as disclosed in the Corporation Liabilities Statement, there is no money or amounts owed by the Corporation or the Kurupung Subsidiary to any Vendor or any of its Affiliates.

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The Purchaser shall, and shall cause the Corporation and the Kurupung Subsidiary after Closing to, cooperate with the Vendors in respect of the discharge of the Vendors' obligations pursuant to Sections 7.6(1)(a) and (b).

(2) The Purchaser shall ensure that within 30 days of Closing it shall reimburse [Redacted – Personal Information] the amount of the [Redacted – Personal Information] Bond.

7.7 Preparation of Tax Returns.

(1) The Purchaser acknowledges that the Vendors have Disclosed the Tax position of the Corporation and the Kurupung Subsidiary. The Kurupung Subsidiary has not generated, and will not prior to the Closing Date generate, any income which may give rise to any Tax Liability. The Purchaser shall cause to be prepared and filed on a timely basis all Tax Returns for the Corporation and the Kurupung Subsidiary following the Closing Date.

7.8 Transaction Personal Information.

The Purchaser shall collect Transaction Personal Information prior to Closing only as necessary for purposes related to the transactions contemplated by this Agreement, including in connection with its investigations of the Business and the Corporation, and shall not disclose Transaction Personal Information to any Person other than to its Representatives who are evaluating and advising on the transactions contemplated by this Agreement. If the Purchaser proceeds with the transactions contemplated by this Agreement, the Purchaser shall not, following the Closing, without the consent of the individuals to whom such Personal Information relates or as permitted or required by Applicable Law, use or disclose Transaction Personal Information for purposes other than those for which such Transaction Personal Information was collected by the Vendors or the Corporation prior to the Closing, and shall give effect to any withdrawal of consent made in accordance with Privacy Law.

The Purchaser shall forthwith after the Closing, and in any event no later than 30 days after the Closing, notify in writing those individuals whose Transaction Personal Information was disclosed in connection with the transactions contemplated by this Agreement, that (a) the purchase of the Shares has been completed and (b) Transaction Personal Information about them was disclosed to the Purchaser in connection with such transactions.

The Purchaser shall protect and safeguard the Transaction Personal Information against unauthorized collection, use or disclosure, as provided by Privacy Law. The Purchaser shall cause its Representatives to observe the terms of this Section 7.8 and to protect and safeguard Transaction Personal Information in their possession. If the Vendors or the Purchaser terminates this Agreement as provided herein, the Purchaser shall promptly deliver to the Vendors all Transaction Personal Information in its possession or in the possession of any of its Representatives, including all copies, reproductions, summaries or extracts thereof.

7.9 Non-Solicitation. During the Interim Period, the Vendors shall not, directly or indirectly, solicit or permit any of its Affiliates or Representatives to, directly or indirectly, solicit any offers or proposals relating to the acquisition, directly or indirectly, of the assets, securities or ownership interests of the Corporation in a single transaction or a series of transactions or initiate or encourage any inquiry, discussions or negotiations with any third party with respect to the same pursuant to an amalgamation, merger, take-over, statutory arrangement or other transaction during the period

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commencing on the date hereof and ending on the earlier of (i) termination of this Agreement in accordance with the provisions hereof or (ii) the Closing Date. The Vendors and their Affiliates and Representatives shall immediately cease and cause to be terminated any existing discussions or negotiations with any Person related to any of the foregoing. In the event that any Vendor is approached in respect of any such transaction, it shall immediately notify the Purchaser.

7.10 Payment of Finder's Fee. Concurrently with Closing, the Purchaser shall pay the sum due to [Redacted – Personal Information], pursuant to the Financial Advisor Engagement Letter dated May 20, 2024, up to a maximum of USD\$210,000. The Vendors shall notify the Purchaser of the total amount due to [Redacted – Personal Information] at least two business days prior to the Closing Date.

ARTICLE 8 TERMINATION

8.1 Grounds for Termination. This Agreement may be terminated on or prior to the Closing Date:
(a) by the mutual written agreement of the Purchaser and the Vendors;
(b) by written notice from the Purchaser to the Vendors as permitted in Section 5.2;
(c) by written notice as permitted in Section 5.4; or
(d) by written notice from the Vendors or the Purchaser to the other Party if Closing has not occurred on or before November 30, 2025 (the "Outside Date") or such later date as the Vendors and the Purchaser may agree upon in writing,

provided that no Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom under Section 8.1(b) or Section 8.1(c) unless the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the earlier of (a) the Outside Date or (b) the expiration of a period of ten Business Days from such notice.

8.2 Effect of Termination. If this Agreement is terminated

all further obligations of the Parties under this Agreement shall terminate, except for the obligations under Sections 7.2, 9.1 and 9.2, which shall survive such termination.

ARTICLE 9 GENERAL

9.1 Expenses. Each Party shall be responsible for all costs and expenses (including any Taxes imposed on such expenses) incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement; provided that on the Closing Date the costs and expenses incurred by the Corporation

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shall remain a liability of the Corporation and shall be taken into account in the Corporation Liabilities Statement.

9.2 Public Announcements. No Party (nor any of its Affiliates) shall (a) issue any press release or otherwise make public announcements with respect to this Agreement or the transactions contemplated hereby without the consent of the other Party (which consent shall not be unreasonably withheld or delayed) or (b) make any filing with any Governmental Authority with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party's (and their Affiliate's) overriding obligation to make any disclosure or filing required under Applicable Laws or stock exchange rules, and the Person making such disclosure shall use all commercially reasonable efforts to give prior written notice to the non-disclosing Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

9.3 Notices.

(1) Mode of Giving Notice. Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent by e-mail or other similar means of electronic communication (provided it expressly and prominently states that it is a notice for the purposes of this Section 9.3), in each case to the applicable address set out below:

if to the Vendors or Corporation, to:

[Redacted – Personal Information] [Redacted – Personal Information]

Attention: [Redacted – Personal Information], Director

Email: [Redacted – Personal Information]

[Redacted – Personal Information]

Attention: [Redacted – Personal Information] Email: [Redacted – Personal Information]

[Redacted – Personal Information]

Attn: [Redacted – Personal Information], Director

Email: [Redacted – Personal Information]

Lia Industries Pte Ltd.

Attention: [Redacted – Personal Information], Director

Email: [Redacted – Personal Information]

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

[Redacted – Personal Information]

Attention: [Redacted – Personal Information] Email: [Redacted – Personal Information]

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if to the Purchaser, to:

U92 Corp.

121 Richmond Street West, Penthouse Suite, Toronto, ON M5H 2K1

Attention: Adam Clode, Director

Email: [Redacted – Personal Information] with a copy (which shall not constitute notice) to:

Mintz LLP

200 Bay Street, South Tower, Suite 2800, Toronto, ON, M5J 2J3

Attention: Geoffrey Cher

Email: [Redacted – Personal Information]

(2) Deemed Delivery of Notice. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of e-mailing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, e-mailed or sent before 5:00 p.m. (Toronto time) on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth Business Day following the mailing thereof; provided, however, that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt.
(3) Change of Address. Any Party may, from time to time, change its address under this Section 9.3 by notice to the other Party given in the manner provided by this Section 9.3.
9.4 Time of Essence. Time shall be of the essence of this Agreement in all respects.
9.5 Further Assurances. Each Party shall from time to time promptly execute and deliver or cause to be executed and delivered all such further documents and instruments and shall do or cause to be done all such further acts and things in connection with this Agreement that the other Parties may reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement or any provision hereof.
9.6 Entire Agreement. This Agreement, along with the Ancillary Agreements, constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement or any Ancillary Agreement.
9.7 Amendment. No amendment of this Agreement shall be effective unless made in writing and signed by the Parties.
9.8 Waiver. A waiver of any default, breach or non-compliance under this Agreement shall not be effective unless in writing and signed by the Party to be bound by the waiver and then only in the specific instance and for the specific purpose for which it has been given. No waiver shall be inferred

{41}------------------------------------------------

from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other Party. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

9.9 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
9.10 Attornment. Each Party agrees (a) that any Legal Proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in Ontario, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such Ontario court; (b) that it irrevocably waives any right to, and shall not, oppose any such Legal Proceeding in Ontario on any jurisdictional basis, including forum non conveniens; and (c) not to oppose the enforcement against it in any other jurisdiction of any Order duly obtained from an Ontario court as contemplated by this Section 9.11.
9.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Ontario and this Agreement shall be treated, in all respects, as an Ontario contract.
9.12 Successors and Assigns; Assignment. This Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. The Vendors may not assign or transfer, whether absolutely, by way of security or otherwise, all or any part of their respective rights or obligations under this Agreement without the prior written consent of the Purchaser. The Purchaser may not assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written consent of the Vendors; provided, however, that the Purchaser may assign or transfer its respective rights or obligations under this Agreement to an Affiliate of the Purchaser provided that the Purchaser shall remain responsible for all of its covenants and other agreements contained in this Agreement.
9.13 Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties, and except as specifically provided for in Section 6.8, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
9.14 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a Party may send a copy of its original signature on the execution page hereof to the other Parties by e-mail in pdf format or by other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Parties.

[Remainder of Page Intentionally Left Blank. Signature Page Follows]

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

U92 CORP.

By: (signed) "Adam Clode"

Name: Adam Clode

Title: Chief Executive Officer

[Redacted – Personal Information]

By: (signed) [Redacted – Personal

Information]

Name: [Redacted – Personal

Information]

Title: Director

[Redacted – Personal Information]

By: (signed) [Redacted – Personal

Information]

Name: [Redacted – Personal

Information]

Title: Member

(signed) [Redacted – Personal Information]

[Redacted – Personal Information]

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EXHIBIT A

SHARE OWNERSHIP

Vendor	No. of Shares	Percentage Ownership
[Redacted – Personal Information]	600	50%
[Redacted – Personal Information]	300	25%
[Redacted – Personal Information]	300	25%
Total	1,200	100%

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EXHIBIT B

CALCULATION OF DEFERRED SHARE CONSIDERATION

Upon the occurrence of a Resource Trigger Event, the Vendors shall be entitled to Earned Share Equivalents (ESEs), which shall be convertible into an equal to a number of Deferred Consideration Shares (as may be customarily adjusted for any splits, consolidations, reorganizations, etc.), calculated as set out below. The Vendors shall be entitled to notify the Purchaser of any nominee to which all or any part of the Deferred Consideration Shares shall be issued.

	ESE = Earned Share Equivalents = Amount of the applicable Deferred Consideration Shares to be issued on vesting
	Earned Value = A x (B – C) = The earned value in connection with the occurrence of the applicable Resource Trigger Event
	A = CAD\$0.10
ESE = Earned Value / D	B = Pounds of Measured and Indicated, plus Inferred, U308 resource with respect to the Kurupung Property as set out in the NI 43-101 compliant technical report triggering the Resource Trigger Event
	C = Pounds of Measured and Indicated, plus Inferred, U308 resource with respect to the Kurupung Property as set out in the most recent prior NI 43-101 compliant technical report (with this value being equal to 20,000,000 pounds initially)
	D = The greater of: (i) the volume weighted average price of the Deferred Consideration Shares on the stock exchange on which the Deferred Consideration Shares are principally traded (the "Exchange") for the 30 trading days prior to the date of the applicable Resource Trigger Event; and (ii) the minimum price permitted by the Exchange. Provided that, in the event that the Deferred Consideration Shares are not listed on a stock exchange at the time of a Resource Trigger Event, this shall be equal to the fair value of the Deferred Consideration Shares on the applicable date, as determined by the board of directors of the applicable entity, acting reasonably

Note:

(1) The Measured and Indicated (M&I), plus Inferred (I) resource shall be calculated based on the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards, where each resource update shall utilize a cut-off grade of 200 parts per million (200ppm).

Maximum Earned Value. The sum of all Earned Value shall be limited to \$10,000,000.

Vesting. Upon the occurrence of a Development Trigger Event, all accrued Earned Share Equivalents shall vest with no further action required by the holder thereof and be converted into Deferred Consideration Shares by the issuance of Deferred Consideration Shares on a one for one basis (as may be customarily adjusted for any splits, consolidations, reorganizations, etc.).

Fundamental Transactions. If at any time while any Earned Share Equivalents remain outstanding, there is any consolidation, amalgamation, arrangement, merger or other form of business combination of the issuer of the Deferred Consideration Shares with or into any other corporation or entity or any sale, lease,

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exchange or transfer of the undertaking or assets of the Purchaser as an entirety or substantially as an entirety to another corporation or entity (a "Fundamental Transaction"), all of the Earned Share Equivalents shall vest and be satisfied by the issuance of Deferred Consideration Shares immediately prior to the completion of such Fundamental Transaction.

Example:

For example, in the event that the following NI 43-101 Technical Reports are filed in connection with a Resource Trigger Event, the calculation of the applicable payments will be as follows:

Trigger Event	M&I+I U308 Resource (B)	Applicable Share Price (D)
Filing of Technical Report #1	18,000,000 lbs	\$0.25
Filing of Technical Report #2	35,000,000 lbs	\$0.35
Filing of Technical Report #3	75,000,000 lbs	\$0.48
Occurrence of Development Trigger Event

The associated payments would be as follows:

Trigger Event	Earned Value	Consideration
Filing of Technical Report #1	Nil	Nil
Filing of Technical Report #2	\$1,500,000	4,285,714 ESEs
Filing of Technical Report #3	\$4,000,000	8,333,333 ESEs
Occurrence of Development Trigger Event

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EXHIBIT C

NCR AGREEMENT

See attached.

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NET CONCENTRATE ROYALTY AGREEMENT

			entered into by and between:
--	--	--	------------------------------

LIA (GUYANA) INC.

-and-

U92 CORP.

-and-

[Redacted – Personal Information]

-and-

[Redacted – Personal Information]

-and-

[Redacted – Personal Information]

{48}------------------------------------------------

NET CONCENTRATE ROYALTY AGREEMENT

THIS NET CONCENTRATE ROYALTY AGREEMENT (this "Agreement") is made as of this 27th day of January, 2026 by and between:

LIA (GUYANA) INC., a company organized and existing under the laws of Guyana, holding registration number [Redacted – Personal Information] ([Redacted – Personal Information]) and having an office at Lot 35E North Road, Lacytown, Georgetown, Guyana ("Operator"); and

U92 CORP., a company incorporated under the laws of the province of Ontario and having an office at Royal Bank Plaza – South Tower, 2800 – 200 Bay Street, Toronto, Ontario M5J 2J3 ("Parent")

-and-

[Redacted – Personal Information], a private company limited by shares incorporated in [Redacted – Personal Information], [Redacted – Personal Information], with its registered office at [Redacted – Personal Information] ("Party A");

[Redacted – Personal Information], [Redacted – Personal Information] citizen with [Redacted – Personal Information] passport [Redacted – Personal Information] and an address at [Redacted – Personal Information] ("Party B"); and

[Redacted – Personal Information], a [Redacted – Personal Information] limited liability company with document number ([Redacted – Personal Information]) having its registered office located at [Redacted – Personal Information] ("Party C");

(Individually, a "Party" and collectively, the "Parties")

RECITALS

A. [Redacted Personal Information], [Redacted Personal Information], and [Redacted Personal Information] (collectively, the "Payee") are parties to a Share Purchase and Sale Agreement dated June 18, 2025 (the "SPA") pursuant to which the Payee agreed to sell to U92 Corp., indirectly, 100% of the issued and outstanding shares of the Operator.
B. The Operator holds 100% of the equity in Exclusive Prospecting Licence GS14: L-1003/000/23 and GS14: L-1003/001/23 (the "Existing EPLs").
C. The SPA provides that the Payee shall nominate a Beneficiary to retain a 2% Net Concentrate Royalty on the Property (hereinafter defined) indefinitely.

NOW, THEREFORE, Operator, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has granted, bargained, sold, remised, released, and forever assigned, and by these presents does grant, bargain, sell, remise, release and forever assign, unto the Payee the rights and interests, subject to the obligations set forth below.

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ARTICLE 1 DEFINITIONS

Section 1.1 Defined Terms.

"Beneficiaries" means, collectively, Party A and Party C, being all nominated Beneficiaries designated by the Payee to accept any and all Royalty in accordance with this Agreement and the SPA;

"Encumbrance" means any mortgage, hypothec, 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;

"EPL Licence Area" means the licence area for any exclusive prospecting licence of an Existing EPL, or where the whole of any part of the licence area of an Existing EPL is changed (by relinquishment or acquisition or otherwise) and/or a new exclusive prospecting licence is issued to the Operator or any affiliate of the Operator which covers any part of the licence area of an Existing EPL (whether or not this is relinquished or terminated), any licence area that relates to such new or replacement licence area.

"Existing EPLs" has the meaning given in recital (B);

"Hedging Transactions" means any and all activities by which the Operator sells or disposes of Product by engaging in any commodity futures trading, option trading, metals trading, or sales or dispositions of Product for other than spot prices, or any combination thereof, and any other hedging transactions;

"Laws" means all laws, by-laws, statutes, codes, ordinances, regulations and rules, and all treaties, constitutions, judgments, decrees, orders, directives, consents, authorizations, approvals, guidelines, protocols, notices and policies to the extent that they have the force of law and all rules, policies and other requirements of any stock exchange, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which the word is used;

"Monthly Production" means the gross amount of Product contained in the production from the Property which was delivered to the Payor during the preceding calendar month;

"Net Concentrate Returns" has the meaning ascribed to that term in Section 4.2;

"Operator" includes all of Operator's successors-in-interest, including inter alia the operator of the Property, assignees, partners, joint venture partners, lessees and, when applicable, mortgagees and Operator's subsidiary, parent, sister or affiliated companies;

"Ore" shall mean any material containing a mineral or minerals mined from the Property;

"Party" or "Parties" means one or more of the persons or entities who or which are a party to this Agreement;

"Payee" includes each of Party A, Party B, Party C and each of their successors-in-interest, including inter alia assignees, partners, joint venture partners, lessees and, when applicable, mortgagees and Payee's subsidiary, parent, sister or affiliated companies;

"Payor" means the smelter, refiner, processor, purchaser or other recipient of such production, or an insurer

{50}------------------------------------------------

as a result of casualty to such production to whom the Monthly Production is delivered;

"Product" means Ore mined from the Property, concentrates or other materials or products derived therefrom, provided, however, that if any such Ore, concentrates or other materials or products are further treated as part of the mining operation in respect of the Property, such Ore, concentrates or other materials or products shall not be considered to be "Product" until after they have been so treated;

"Property" means all of the right, title and interest in and to the unpatented mining claims, mill sites, and tunnel sites; fee lands; patented mining claims, mill sites, tunnel sites; and all other real property rights (i) described in Exhibit A attached hereto and incorporated herein by this reference; and (ii) relates to any EPL Licence Area;

"Representative" means [Redacted – Personal Information].

"Royalty" means the Royalty described in Article 4 of this Agreement, together will all other rights of the Payee as set forth elsewhere in this Agreement.

Section 1.2 Rules of Interpretation.

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:

(1) All references to a designated "Article", "Section" or other subdivision or to a Schedule are to the designated Article, Section, or other subdivision of, or Schedule to, this Agreement.
(2) The words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, Exhibit or Schedule.
(3) The division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.
(4) Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(5) The word "or" is not exclusive. The words "including", "includes" and "include" means "including without limitation".
(6) All references to dollars or to "\$" are expressed in Canadian currency unless otherwise specifically indicated.
(7) Any capitalized term used in this Agreement that is not otherwise defined will have the generally accepted industry or technical meaning given to such term.
(8) In the event of and to the extent only of any conflict between the Sections of this Agreement and the Schedules, the Schedules will prevail over the Sections.

ARTICLE 2 TERM

Section 2.1 Term.

Subject to Section 4.1(3), the term of this Agreement shall be perpetual, it being the intent of the Parties

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hereto that, to the extent allowed by law, this Agreement and the Royalty created hereby constitute grant of a vested interest in the Property and all successions thereof whether created privately or through governmental action.

ARTICLE 3 PROPERTY SUBJECT TO ROYALTY

Section 3.1 Property.

The Property subject to this Agreement includes only the property set forth under the definition of Property.

ARTICLE 4 ROYALTY

Section 4.1 Royalty.

(1) Subject to Section 4.1(2), the Operator shall pay to the Beneficiaries a perpetual royalty in the amount two percent (2%) (the "Royalty") of Net Concentrate Returns from the sale or other disposition of Product produced from the Property, determined in accordance with the provisions set forth in this Article and, if applicable, Article 9. The Royalty shall be allocated among the Beneficiaries as follows: (i) 1.5% to Party A, and (ii) 0.5% to Party C.
(2) If all or any part of the Property shall subsequently be acquired by Payee (or any one of them) in whole for any reason, then the Royalty shall terminate with respect to the part acquired, and if the acquisition relates to all the Property this Agreement shall be automatically terminated without any further action required by the Parties hereto.
(3) If the Operator determines that the Royalty cannot be granted or enforced for any reason in respect of all or any part of the Property, acting in a commercially reasonable manner, the Payee may request that the Operator grant to Payee (or the Beneficiaries) in place of the Royalty a security interest, or similar right or interest, securing substantially the same economic value for all or such part of the Property (the "Concentrate Equivalent"), upon terms that are acceptable to both the Operator and the Payee (acting reasonably), and all references in this Agreement to the Royalty shall be deemed to include any such Concentrate Equivalent. The Parties shall act in good faith to ensure that a Concentrate Equivalent is agreed upon and implemented, and failure to do so shall not relieve the Operator of its obligation to grant the equivalent economic value to the Payee (or the Beneficiaries).

Section 4.2 Calculation.

(1) Net Concentrate Returns, in the case of any metals which are quoted by UxC, LLC on www.uxc.com, shall be determined by multiplying (i) the Monthly Production by (ii) the final daily spot price of the particular Product for the preceding calendar month published by UxC, LLC on www.uxc.com, and subtracting from the product of (i) and (ii) only the following if actually incurred:
(a) charges incurred by the Operator or charged by the Payor for smelting, treating refining or processing (including handling, interest and provision for settlement fees, costs of umpires, sampling, weighing, assaying and representation fees, penalties, and other customary deductions) the particular Product contained in the Monthly Production;
(b) penalty substance, assaying, weighing and sampling charges imposed by the Payor for smelting, refining, or processing other minerals contained in the Monthly Production; and

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(c) the net amount of mining and severance taxes assessed directly on the production of other minerals, but excluding without limitation all such taxes paid directly by Payee and any and all taxes based upon (i) the net or gross income of the Operator and (ii) the value of the Property or the privilege of doing business, and other similarly based taxes.
(2) Net Concentrate Returns, in the case of any metals which are not quoted by UxC, LLC on www.uxc.com, shall be determined in the same manner as set out in Section 4.2(1) hereto except that with respect to (ii), the amount shall be the actual sale price received by the Operator for the particular Product.
(3) In the event smelting, refining, or processing of other minerals are carried out in custom toll facilities owned or controlled, in whole or in part, by Operator, which facilities were not constructed for the purpose of milling or processing the particular Product, then charges, costs and penalties for such smelting, refining or processing shall be the amount Operator would have incurred if such smelting, refining or processing were carried out at facilities not owned or controlled by Operator then offering comparable services for comparable products on prevailing terms, but in no event greater than actual costs incurred by Operator with respect to such smelting, processing and refining.
(4) In the event Operator receives insurance proceeds for loss of production, Operator shall pay to Payee the Royalty percentage (2%) of any such insurance proceeds which are received by Operator for such loss of production.
(5) If the applicable spot prices in Section 4.2 are no longer available from the UxC, LLC on www.uxc.com, the Parties shall select a comparable commodity quotation for purposes of calculating the Net Concentrate Returns. If such selection has not been completed prior to the end of the calendar month following the month in which the applicable spot prices are no longer available, the average spot price for the calendar month in which the spot price becomes no longer available shall be used on an interim basis pending such selection.

Section 4.3 Time and Manner; In-Kind or Cash Payment.

The Operator shall pay the Royalty in accordance with written instructions given to the Payor by Payee as provided in Section 4.3 and Section 4.4 on a monthly basis, within 10 business days of the end of the applicable month in which Product was paid for by the Payor. Once the Operator has received instructions from Payee, such instructions shall remain in effect until the Operator has received different instructions from Payee. Payee may, from time to time in its discretion, change the bank or account number for payment hereunder by giving written notice thereof to Operator; such notice shall be effective upon actual receipt by the Operator, or upon the fourth day after deposit of such notice in the mail, first class postage prepaid, addressed to the Operator, whichever occurs first.

The Operator shall pay the Royalty by delivery of a check, wire transfer or bank draft payable to Beneficiaries' accounts with a bank to be designated in writing by Payee.

Section 4.4 Payment Accounting, Interim Settlements and Late Charges.

All credits or payments of the Royalty shall be accompanied by a detailed statement explaining the manner in which the payment was calculated together with any available settlement sheets from the Payor. Such payments and statements shall be deemed conclusively correct unless Payee objects to them in writing within six (6) months after receipt thereof. In the event payment of any Royalty is not made within the time set forth in Section 4.3, Payee may give the Operator notice in writing of such default, and unless within five (5) days of receipt of such notice Payee shall have received such Royalty payment, then Operator shall pay an additional sum equal to ten percent (10%) of the delinquent payment ("late charge") plus interest on the delinquent payment and the late charge at the rate twelve percent (12%) per annum which shall accrue

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from the day the delinquent payment was due to the date of payment of the Royalty, late charge and accrued interest.

Section 4.5 Hedging Transactions: Futures; Options; and, Other Trading.

All profits and losses resulting from Operator engaging in any Hedging Transactions are specifically excluded from Royalty calculations pursuant to this Agreement. All Hedging Transactions by Operator and all profits or losses associated therewith, if any, shall be solely for Operator's account. The amount of Royalty to be paid on Product subject to Hedging Transactions by Operator shall be determined in the same manner as provided in Section 4.2.

Section 4.6 Commingling.

Before any Ore produced from the Property is commingled with minerals from other properties, the Ore produced from the Property shall be measured and sampled by the Operator in accordance with sound mining and metallurgical practices for metal, commercial minerals and other appropriate content. Representative samples of the other minerals shall be retained by Operator and assays (including penalty substances) and other appropriate analyses of these samples shall be made before commingling to determine metal, commercial minerals, and other appropriate content. Detailed records shall be kept by Operator showing measures, assays of metal, commercial minerals, and other appropriate content and penalty substances, and gross mineral content of other minerals. From this information, Operator shall determine the amount of Royalty due and payable to Payee. Following the expiration of the period for objection described above in Section 4.4, and absent timely objection, if any, made by Payee, Operator may dispose of the materials and data required to be kept and produced by this Section 4.6.

Section 4.7 Buy Back.

(1) The Operator (or its assignee) may purchase (the "Buy Back Option"), at any time from the date of the SPA until the 50 month anniversary of the date hereof (the "Buy Back Term") one-half (or 1%) of the Royalty on the following terms:
(a) The Operator may buyback 1% of the Royalty for CAD \$8,000,000.00 at any time within the first 36 months of the Buy Back Term; and
(b) The Operator may buyback 1% of the Royalty for CAD \$10,000,000.00 at any time between the 37 month and the expiry of the Buy Back Term,

(the "Buy Back Option Price").

(2) The Operator (or its assignee) may exercise the Buy Back Option by providing irrevocable written notice to Payee of its intention to exercise the Buy Back Option (the "Buy Back Notice") not less than 30 days prior to the end of the Buy Back Term. The Buy Back Notice shall set out an effective date for the Buy Back Option which date shall be no less than 30 days from the date in which the Buy Back Notice was delivered to the Payee (the "Buy Back Effective Date"). On the Buy Back Effective Date, the Operator (or its assignee) shall pay to Payee, by wire transfer of immediately available funds, Buy Back Option Price.

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ARTICLE 5 BOOKS; RECORDS; INSPECTIONS; CONFIDENTIALITY

Section 5.1 Books.

Operator shall keep true and accurate books and records of all of its operations and activities on the Property and under this Agreement. Not more frequently than annually and within the time provided in Section 4.4 of this Agreement, Payee may, at Payee's sole expense, give notice to Operator that Payee desires to perform an audit or other examination of all of Operator's books and records kept as required by this Agreement. All financial information shall conclusively be deemed correct for purposes of this Agreement unless Payee has given timely notice that it desires to audit or examine Operator's books and records in the manner and within the time provided in Section 4.4 of this Agreement. Payee shall promptly commence any such audits and shall diligently prosecute the same to conclusion.

Section 5.2 Annual Report.

Not later than March 1 following the end of each operational calendar year, Operator shall provide Payee with an annual report of all activities and operations conducted upon or with respect to the Property during the preceding calendar year.

Section 5.3 Inspections.

Payee, or its authorized agents or representatives, on not less than five (5) days' notice to Operator, may enter upon all surface and subsurface portions of the Property for the purpose of inspecting the Property, all improvements thereto and operations thereon, as well as inspecting and copying all records and data, including without limitation such records and data which are maintained electronically, pertaining to all activities and operations on or with respect to the Property, improvements thereto and operations thereon. Payee, or its authorized agents or representatives, shall enter the Property at Payee's own risk and expense and may not unreasonably hinder operations on or pertaining to the Property. Payee shall indemnify and hold Operator harmless from any damage, claim or demand by reason of injury to Payee or Operator or any of their respective employees, officers, directors, agents or representatives caused by Payee's exercise of its rights herein.

Section 5.4 Confidentiality.

Payee shall not, without the express written consent of Operator, which consent shall not be unreasonably withheld, disclose any data or information concerning the operations conducted on the Property or obtained under this Agreement which is not already in the public domain; provided, however, Payee may disclose data or information obtained under this Agreement without the consent of Operator: (i) if required for compliance with applicable laws, rules, regulations or orders of a governmental agency or stock exchange having jurisdiction over Payee or its parent or affiliated corporations; (ii) to any of Payee's consultants; (iii) to any third party to whom Payee, in good faith, anticipates selling or assigning Payee's interest hereunder; or (iv) to a prospective lender to whom an interest in the Royalty payments to be made to Payee hereunder is proposed to be granted as security, provided that such consultant, third party or lender is informed by the Payee of the confidential nature of the data or information provided and such consultant, third party or lender agrees to be bound by the confidentiality provisions of this Section 5.4. Payee shall not issue any press releases pertaining to the Property except upon giving Operator three (3) days advance written notice of the contents thereof, and Payee shall make any reasonable changes to such proposed press releases requested by Operator. Payee shall not, without Operator's consent, issue any press release that imply that

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Operator endorses or joins in Payee's statements or representations contained in any press release. For greater certainty, the provisions of this Section 5.4 shall not apply to any data or information that: (i) becomes readily available to industry participants or the public through no act of the Payee or any third party to whom Payee disclosed such information; (ii) is obtained by the Payee from a third party without beach of this Agreement; or (iii) was already in the possession of the Payee.

ARTICLE 6 REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 6.1 Representations and Warranties of the Operator.

The Operator represents and warrants the Payee on and as of the date of this Agreement as follows and with the understanding that the Payee is relying on such representations and warranties in connection with entering into this Agreement:

(a) Incorporation and Status. The Operator is a corporation existing under the laws of its jurisdiction of incorporation, and has the corporate power, authority, right and capacity to own its property and assets and to enter into, execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement in the manner contemplated by this Agreement.
(b) Due Authorization. The Operator has the corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement and to carry out its obligations under this Agreement and such other agreements and instruments. The execution and delivery of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate action.
(c) Enforceability of Obligations. This Agreement constitutes a valid and binding obligation of the Operator enforceable against the Operator in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors or others, limitations on enforcement in respect of the rights of indemnity contained herein and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.
(d) No Violation. Neither the entering into of this Agreement by the Operator nor the performance by the Operator of its obligations hereunder will conflict with, or result in the breach or violation of or default under, or cause the acceleration of any obligations of the Operator under, any of the terms and provisions of (i) any applicable law, (ii) the articles of the Operator or its by-laws or any resolution of the directors or shareholders of the Operator; or (iii) any licence, order or agreement, contract or commitment, written or oral, to which the Operator is a party or by which the Operator is bound.
(e) Consents and Approvals. No authorization, consent or approval of, or filing with, any third party, public body, court, or other agency is necessary for the consummation by the Operator of its obligations under this Agreement and no authorization, consent or approval is required under any agreement or instrument applicable to the Operator.
(f) Acts of Bankruptcy. The Operator has not (i) proposed a compromise or arrangement to its creditors generally, (ii) taken any proceeding with respect to such a compromise or arrangement, (iii) taken any proceeding to have itself declared bankrupt or wound-up, or (iv) taken any proceeding to have a receiver appointed in respect of any part of its assets

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and no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or has been levied upon any of its property and no petition for a receiving order in bankruptcy has been filed against it.

(g) Litigation. There are no proceedings pending by or against the Operator which could affect the Royalty or the Property and to the knowledge of the Operator, there is no reasonable basis for any such proceeding, and there are no judgments outstanding against the Operator which could affect the Operator's ability to enter into this Agreement or to create, grant and sell the Royalty.

Section 6.2 Obligations of Affiliates.

The Operator covenants and agrees with the Payee that, if and to the extent that any affiliate of the Operator is or becomes the owner or operator of any portion of the Property, the Operator shall use commercially reasonable efforts to cause such affiliate to fully and in a timely manner perform all obligations under this Agreement as if it was the Operator with respect to such portion of the Property.

ARTICLE 7 COMPLIANCE WITH LAWS

Section 7.1 Compliance with Laws.

The Parties shall at all times comply with all applicable present or future federal, provincial, and local Laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies and guidelines relating to operations and activities on or with respect to the Property; provided, however, Operator shall have the right to contest any of the same if such contest does not jeopardize the Property or Payee's rights thereto or under this Agreement.

ARTICLE 8 STOCKPILING

Section 8.1 Stockpiling.

The rights of Operator to stockpile, store or place Ore, Product or other minerals off of the Property pursuant to any of the provisions of this Agreement shall not be exercisable until Operator has first secured from the property owner where such stockpiling, storage or placement is to occur a written agreement in recordable form which provides that Payee's rights to such Ore or Product. Such agreement shall provide, inter alia, that Payee's rights pursuant to this Agreement, insofar as they are applicable, shall continue in full force and effect with respect to Ore or Product from the Property.

ARTICLE 9 TAILINGS AND RESIDUES.

Section 9.1 Tailings and Residues.

(1) The Royalty shall apply to all revenue generated from the extraction and sale of Products from the Property, regardless of whether the EPLs are converted into mining licenses.
(2) All tailings, residues, waste rock, spoiled leach materials, and other materials (collectively "Materials") resulting from Operator's operations and activities on the Property shall be the sole property of Operator but shall remain subject to the Royalty should the same be processed or reprocessed, as the case may be, in the future and result in the production of Product. Notwithstanding the foregoing, Operator shall have the right to dispose of Materials from the

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Property on or off of the Property and to commingle the same with Material from other properties subject to Section 4.6 hereto. In the event Materials are processed or reprocessed, as the case may be, the Royalty payable thereon shall be determined on a pro rata basis as determined by using the best engineering and technical practices then available to determine the proportion of the Materials which relates to the Property.

ARTICLE 10 TITLE MAINTENANCE, MAINTENANCE, AND TAXES; ABANDONMENT.

Section 10.1 Title Maintenance and Taxes.

Subject to Section 10.2, from the date this Agreement takes effect, Operator shall maintain title to the Property, including without limitation, paying when due all taxes on or with respect to the Property and doing all things and making all payments reasonably necessary or appropriate to maintain the right, title and interest of Operator and Payee, respectively, in the Property and under this Agreement.

Section 10.2 Real Property Interests.

The Parties agree that to the extent permissible under applicable law, the Royalty is an interest in real property, and this Agreement and the Royalty granted, conveyed and transferred hereunder shall be an in present grant of a real property interest vested upon the execution and delivery of the Agreement. The Royalty shall run with the Property and shall be applicable to the Property, Operator, and successors and assigns of the Property. The Royalty shall attach to any amendments, relocations or conversions of any mining claim, license, lease, concession, permit, patent or other tenure comprising the Property, or to any renewals or extensions thereof.

Section 10.3 Abandonment.

In the event Operator intends to abandon any of the lands comprising a portion or all of the Property ("Abandonment Property"), Operator shall first give notice of such intention to Payee at least 60 days in advance of the proposed date of abandonment. If not later than five (5) days before the proposed date of abandonment Operator receives from Payee written notice that Payee desires Operator to convey the Abandonment Property to Payee, Operator shall, without additional consideration but at the sole cost of the Payee, convey the Abandonment Property in good standing, by quit claim deed, without warranty, to Payee and shall thereafter have no further obligation to maintain the title to the Abandonment Property. If Payee does not timely give such notice to Operator, Operator may abandon the Abandonment Property and shall thereafter have no further obligation to maintain the title to the Abandonment Property; provided, however, if Operator reacquires any of the ground covered by the Abandonment Property at any time within five (5) years following abandonment, the production Product from such ground shall be subject to this Agreement.

ARTICLE 11 INDEMNIFICATION

Section 11.1 Indemnification by the Operator.

The Operator agrees to defend, indemnify and save harmless the Payee from and against all losses (save and except for indirect losses, consequential losses, loss of profit, and special losses) suffered or incurred by the Payee as a result of or arising directly or indirectly out of or in connection with:

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(a) any material breach by the Operator or any material misrepresentation or inaccuracy of any representation or warranty of the Operator contained in this Agreement or in any document or instrument delivered pursuant hereto; and
(b) any material breach or non-performance by the Operator of any covenant or obligation to be performed by the Operator which is contained in this Agreement or in any document or instrument delivered pursuant hereto.

ARTICLE 12 DISPUTE RESOLUTION

Section 12.1 Matters to be Arbitrated.

Any dispute, controversy or claim arising under or on connection with this Agreement or any document, instrument or agreement delivered pursuant hereto, the resolution of which is not provided for in this Agreement and which cannot be resolved or settled by the Parties, shall be settled by arbitration in accordance with this Article 12 upon written notice by a Party to the other.

Section 12.2 Procedure for Arbitration.

(1) Arbitration shall be conducted in accordance with the Arbitration Act (Ontario), as amended, by three arbitrators. Each party will appoint one arbitrator, and such arbitrators together shall appoint the third arbitrator. Each arbitrator shall be an individual with not less than 15 years of expertise in the precious or base metals mining industry as a senior executive, accountant or lawyer and no arbitrator shall have been a director, officer or employee of, or contractor or service provider to, or director, officer, beneficial owner or close relative of a beneficial owner of any contractor or service provider to, any party for a period of five years preceding his or her appointment as an arbitrator. The place of arbitration will be Toronto, Ontario. The language of the arbitration will be English. The arbitration shall be the sole and exclusive forum for resolution of the dispute, controversy or claim. The award (including any award as to the costs of the arbitration) shall be final and binding and not subject to review or appeal for any reason whatsoever. Judgment thereon may be entered by any court of competent jurisdiction. Any arbitration and hearings relating thereto and all decisions, documents and submissions prepared or filed in connection therewith shall be in the English language.
(2) All matters relating to any dispute, controversy or claim which is the subject matter or arbitration hereunder, including all submissions made to the arbitrators and the decision of the arbitrators, shall be treated as confidential by the parties and the parties shall, and shall cause any witnesses, counsel or professional advisers retained in connection with such an arbitration to, maintain all such matters in strict confidence until the arbitrator has made its decision.
(3) The prevailing Party in any arbitration proceedings (or litigation) shall, in addition to any other relief awarded by the arbitrators (or court) be entitled to a judgment against the non-prevailing party for reasonable attorney's fees and cost incurred in such proceedings or litigation.

Section 12.3 Continuing Obligations.

Pending settlement of any dispute, controversy or claim, the Parties shall abide by their obligations under this Agreement without prejudice to a final adjustment in accordance with an award rendered in an arbitration settling such dispute, controversy or claim.

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ARTICLE 13 GENERAL PROVISIONS

Section 13.1 Payee Representative.

(1) Each Payee hereby appoints and constitutes the Representative as its true and lawful agent and attorney-in-fact to act for and on behalf of the Payee for the purpose of taking any and all actions by the Payee specified in or contemplated by this Agreement, including as agent and attorney-infact for such parties. For greater certainty, the assumption by the Representative of the responsibilities set out in this Section 13.1 does not make the Representative personally responsible for amounts owing by any of the Payees hereunder except in the Representative's capacity as a Payee. In each such case in this Agreement, the Operator will be entitled to direct all communications through, and rely on decisions made by, the Representative. With respect to all such matters, the Representative may: (i) take any and all actions (including without limitation executing and delivering any documents), incur any reasonable costs and expenses for the account of the Payee and make any and all determinations which may be required or permitted to be taken by the Payee under this Agreement; (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative under this Agreement; (iv) negotiate and compromise any dispute that may arise under and exercise or refrain from exercising any remedies available under this Agreement; (v) execute any settlement agreement, release or other document with respect to such dispute or remedy; and (vi) exercise such rights, power and authority as are incidental to the foregoing. Any decision, act, consent or instruction of the Representative under this Agreement will constitute a decision of all of the Payees and will be final, binding and conclusive upon all of the Payees, and the Operator will be entitled to rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Payee.
(2) The limited power of attorney granted hereby is coupled with an interest and will: (i) survive and not be affected by the subsequent death, incapacity, disability, bankruptcy or dissolution, as applicable, of any Payee; and (ii) extend to each Payee's respective and applicable heirs, executors, administrators, legal representatives, successors and assigns, as applicable.
(3) Each Payee hereby agrees to indemnify, defend and hold harmless the Representative from and against any and all loss, liability or expense (including the reasonable fees and expenses of the Representative's attorneys) arising out of or in connection with any act or failure to act of the Representative hereunder, except to the extent that such loss, liability or expense is finally adjudicated to have been primarily caused by the gross negligence or willful misconduct of the Representative.
(4) The Representative may resign at any time, effective immediately upon notice to each Payee and the Operator. In the event of the resignation of the Representative, another person will be appointed by a majority of the Payees. Notices or communications to or from the Representative will constitute notice to or from each Payee.
(5) The Representative may, in all questions arising hereunder, rely on the advice of counsel and the Representative will not be liable to anyone for anything done, omitted or suffered by the Representative based on such advice. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations will be read into this Agreement against the Representative. The Representative will not be liable to the Payee for any error of judgment, or any act done or step taken or omitted in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except for his own gross negligence or willful misconduct as determined by a court of competent jurisdiction.

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Section 13.2 Parent Guarantee

(1) Parent hereby unconditionally and irrevocably (a) guarantees in favour of the Payee the due and punctual performance by Operator of all of the Operator's covenants, obligations and undertakings hereunder, excluding any covenant, obligation or undertaking of the Purchaser for the payment of the Royalty, and (b) undertakes in favour of the Payee to be jointly and severally liable with Operator for payment of the Royalty in accordance with the terms of this Agreement. Each of the undertaking and guarantee set forth in the foregoing sentence (collectively, the "Undertaking") will remain in force until all applicable covenants, obligations and undertakings have been satisfied in full. Parent hereby agrees that its Undertaking is continuing in nature and full and unconditional, and no release or extinguishments of Operator's liabilities (other than in accordance with the terms of this Agreement), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of such Undertaking. Parent hereby agrees that Payee shall not have to proceed first against Operator in respect of any such matter before exercising its rights under this Undertaking against Parent. The Parent acknowledge that the Payee is relying on this Section 13.2(1) in entering into this Agreement.
(2) Parent hereby represents and warrants to the Payee and acknowledges and agrees that the Payee is relying upon such representations and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement, that as of the date of this Agreement, (a) it is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted; (b) it has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the execution, delivery and performance by it of its obligations under this Agreement have been duly authorized by all necessary corporate action; (c) this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding agreement of such party enforceable against it in accordance with its terms subject only to any limitation on enforcement under Laws relating to (i) bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally and (ii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction; (d) Operator is a wholly-owned direct subsidiary of Parent; (e) the execution, delivery and performance by it of its obligations under this Agreement and the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or result in any violation or breach of the organizational documents of Parent.

Section 13.3 Rule Against Perpetuities.

In the event that a court of competent jurisdiction determines that the term of this Agreement violates the Rule Against Perpetuities, then the term of this Agreement shall automatically be revised and reformed to coincide with the maximum term permitted by the Rule Against Perpetuities, and this Agreement shall not be terminated solely as a result of a violation of the Rule Against Perpetuities.

Section 13.4 Assignment.

Operator shall not sell, assign, lease, license, transfer, hypothecate, create an Encumbrance over, or otherwise dispose of, the Property or portion thereof, without the prior written consent of Payee, such consent not to be unreasonably withheld; provided that, any permitted assignee or transferee shall have first entered into an agreement satisfactory to Payee under which such assignee or transferee shall assume Operator's obligations to Payee under this Agreement. Subject to this Section 13.4, Payee shall have the unrestricted right, in its sole and absolute discretion, to freely assign, convey, transfer or relinquish any of its rights or interests with respect to the Royalty and/or all or any part of its rights, liabilities and obligations under this Agreement to any third party.

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Section 13.5 No Partnership.

Nothing in this Agreement shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship between Parties.

Section 13.6 Governing Law.

This Agreement is to be governed by and construed under the laws of the Province of Ontario.

Section 13.7 Waiver.

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

Section 13.8 Legal Fees.

In the event a dispute between the Parties results in litigation, the prevailing Party in such litigation shall, in addition to any other relief granted by the court, be entitled to a judgment against the non-prevailing party for reasonable legal fees and costs of suit.

Section 13.9 Time of Essence.

Time is of essence in this Agreement.

Section 13.10 Notices.

Unless otherwise provided in this Agreement, any notice or other correspondence required or permitted by this Agreement shall be deemed to have been properly given or delivered when made in writing and handdelivered to the Party to whom directed, or when sent by certified mail, electronic facsimile transmission, or, with all necessary postage or charges fully prepaid, return receipt requested (or in the case of a facsimile or telegram, confirmation of delivery), and addressed to the Party to whom directed at the following address:

(a) OPERATOR and PARENT: Royal Bank Plaza South Tower, 2800- 200 Bay Street, Toronto, ON M5J 2J3, Attention: Adam Clode, Director, Email: [Redacted – Personal Information]
(b) PAYEE: [Redacted Personal Information]

Either Party may change its address for the purpose of notices or communications by furnishing notice thereof to the other Party in the manner provided in this Section.

Section 13.11 Entire Agreement; Integration.

This Agreement contains the entire agreement between Parties, and no oral agreement, promise, statement or representation which is not contained herein shall be binding on the Parties unless subsequently reduced to writing and signed by the Parties. The provisions of this Agreement shall supersede all previous oral or written agreements between the Parties hereto.

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Section 13.12 Binding Effect.

All of the covenants, conditions, and terms of this Agreement shall (i) be of benefit to the Parties, (ii) to the maximum extent allowed by law, be an interest in the Property, and (iii) bind and inure to the benefit of the Parties, their successors and permitted assigns.

Section 13.13 Further Assurances.

From time to time, each Party shall, at the request of the other Party and with reasonable diligence, do all things and provide all assurances as may be reasonably required to carry out the obligations contemplated by this Agreement, and each Party shall, at the request of the other Party and with reasonable diligence, execute and deliver such additional documents or instruments as may be reasonably necessary to carry out the terms of this Agreement. Each Party will, at all times, act in good faith in the performance of its obligations under this Agreement.

Section 13.14 Counterparts.

This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of the Parties be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date noted next to the signatures below, and the person executing this Agreement on behalf of each party represents and warrants that this Agreement has been authorized by the Parties, is validly executed by an authorized officer or agent, and is binding upon and enforceable against each of the Parties in accordance with its terms.

	EXECUTED by LIA GUYANA INC.	EXECUTED by [Redacted – Personal Information] (Company Identification Number: [Redacted – Personal Information])
Per:	(signed) "Jon Wiesblatt"	Per:	(signed) [Redacted – Personal Information]
	(I have authority to bind the corporation) Name: Jon Wiesblatt Title: Director		(I have authority to bind the corporation) Name: [Redacted – Personal Information] Title: Director
	EXECUTED by U92 CORP.	EXECUTED by [Redacted – Personal Information]
Per:	(signed) "Adam Clode"	Per:	(signed) [Redacted – Personal Information]
	(I have authority to bind the corporation) Name: Adam Clode Title: Chairman & CEO		(I have authority to bind the corporation) Name: [Redacted – Personal Information] Title:
			EXECUTED by [Redacted – Personal Information]
		Per:	(signed) [Redacted – Personal Information]

(I have authority to bind the corporation)

Name: [Redacted – Personal

Information] Title: Director

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SCHEDULE A PROPERTIES

Table A-1. Co-ordinates of corner points in Latitude and Longitude and UTM system, PSAD56 Datum.

	Approximate Extent		Coordinates of Corner Points of the PL
Reference No of Prospecting License			Corner Point	Latitude & Longitude		Latitude & Longitude		UTM System (m) PSAD56 UTM Zone 20N
	Acres	Hectares (Ha)		Longitude	Latitude	Longitude	Latitude	Easting	Northing
			A	60°16'9.998"W	6°16'13.001"N	-60.26944	6.27028	802,340.3	694,225.4
			B	60°15'1.001"W	6°16'14.002"N	-60.25028	6.27056	804,462.5	694,267.2
			C	60°14'59.971"W	6°15'59.98"N	-60.24999	6.26666	804,496.5	693,836.4
			D	60°13'58.001"W	6°16'.001"N	-60.23278	6.26667	806,402.7	693,847.0
			E	60°13'57.0"W	6°15'11.002"N	-60.23250	6.25306	806,441.5	692,340.9
			F	60°12'56.002"W	6°15'15.998"N	-60.21556	6.25444	808,317.1	692,504.4
			G	60°12'54.569"W	6°14'28.568"N	-60.21516	6.24127	808,368.9	691,046.5
			H	60°13'14.002"W	6°14'26.999"N	-60.22056	6.24083	807,771.3	690,995.1
GS14: L-1003/000/23	11,200	4,532.5	I	60°12'24.998"W	6°12'29.002"N	-60.20694	6.20806	809,298.0	687,375.6
			J	60°13'5.477"W	6°12'48.326"N	-60.21819	6.21342	808,049.6	687,963.1
			K	60°13'7.0"W	6°11'15.0"N	-60.21861	6.18750	808,017.8	685,093.8
			L	60°14'46.0"W	6°11'13.999"N	-60.24611	6.18722	804,972.1	685,047.2
			M	60°15'11.999"W	6°11'12.998"N	-60.25333	6.18694	804,172.3	685,012.2
			N	60°15'19.512"W	6°11'32.453"N	-60.25542	6.19235	803,938.1	685,609.1
			O	60°15'47.002"W	6°11'21.001"N	-60.26306	6.18917	803,094.2	685,252.7
			P	60°15'58.0"W	6°15'54.0"N	-60.26611	6.26500	802,712.4	693,643.2
			Q	60°16'9.998"W	6°15'52.999"N	-60.26944	6.26472	802,343.5	693,610.5
			A	60°20'58.999"W	6°16'41.002"N	-60.34972	6.27806	793,446.4	695,040.5
			B	60°20'35.002"W	6°16'58.001"N	-60.34306	6.28278	794,181.9	695,566.8
			C	60°19'13.001"W	6°15'52.999"N	-60.32028	6.26472	796,714.3	693,581.5
			D	60°19'12.99"W	6°15'.083"N	-60.32028	6.25002	796,722.9	691,954.9
			E	60°16'32.999"W	6°14'58.999"N	-60.27583	6.24972	801,644.5	691,946.8
			F	60°16'.998"W	6°13'36.001"N	-60.26694	6.22667	802,642.2	689,400.5
			G	60°15'55.001"W	6°12'45.0"N	-60.26528	6.21250	802,834.8	687,833.6
			H	60°15'47.002"W	6°11'21.001"N	-60.26306	6.18917	803,094.2	685,252.7
	11,601	4,695.0	I	60°16'1.632"W	6°11'24.839"N	-60.26712	6.19023	802,643.5	685,368.4
GS14: L-1003/001/23			J	60°16'49.001"W	6°11'24.0"N	-60.28028	6.19000	801,186.3	685,335.1
			K	60°17'19.0"W	6°11'40.999"N	-60.28861	6.19472	800,260.7	685,852.9
			L	60°17'19.0"W	6°12'20.002"N	-60.28861	6.20556	800,254.6	687,051.9
			M	60°17'58.999"W	6°12'20.002"N	-60.29972	6.20556	799,024.1	687,045.6
			N	60°18'18.0"W	6°12'36.0"N	-60.30500	6.21000	798,437.0	687,534.4
			O	60°19'13.001"W	6°12'45.0"N	-60.32028	6.21250	796,743.6	687,802.5
			P	60°19'57.22"W	6°13'47.046"N	-60.33256	6.22974	795,373.7	689,702.9
			Q	60°20'56.598"W	6°15'.0"N	-60.34906	6.25000	793,535.9	691,936.2
			R	60°21'.0"W	6°15'14.0"N	-60.35000	6.25389	793,429.1	692,366.0

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EXHIBIT D

OFFTAKE AGREEMENT

See attached.

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MARKETING AND PURCHASE CONTRACT FOR URANIUM CONCENTRATE

Between:

1. U92 CORP, a corporation duly formed under the laws of Ontario, Canada, and having an office at 200 Bay Street, Suite 2800, Toronto, Ontario, M5J 2J3, Canada ("Guarantor");
1. LIA GUYANA INC., a company incorporated in [**] having company registration number [**] and its registered address at [**] ("Seller"); and
1. [Redacted Personal Information], a private company limited by shares incorporated in [Redacted – Personal Information], identification number [Redacted – Personal Information], with its registered office at [Redacted – Personal Information] ("Buyer");

each a "Party" and together the "Parties".

WHEREAS

A. The Seller owns Exclusive Prospect Licences GS14: L-1003/000/23 and GS14: L-1003/001/23 in Guyana (the "EPLs"). When the EPLs are converted to appropriate mining licences and upon the commencmentof commercial production, the Seller shall produce triuranium octoxide concentrate ("U3O8" or the "Product")) at the mine (the "Mine")
B. The Guarantor is the ultimate parent company of the Seller and guarantees any payment obligation of the Seller.
C. The Seller grants to the Buyer the option to acquire up to 50% of the Product, produced from time to time and for the life of the Mine, and the Buyer accepts the grant of the option to acquire from the Seller, up to 50% of the Product produced at the Mine ("Option") during the Contract Term (as defined below).
D. Accordingly, the Parties have agreed to enter into this contract ("Contract") to record the terms and conditions upon which the Buyer can exercise the Option to acquire the Product and the Product shall be sold by the Seller to the Buyer.

1 DEFINITIONS

1.1 The following terms shall apply:
"ABC Laws" has the meaning set out in clause 31.
"Affiliate" means, in respect of a Party, each of its subsidiaries, each of its holding companies, and each of the subsidiaries of such holding companies.
"Agreed Price" has the meaning set out in clause 2.
"Assayer" means each of the Mine Assayer, the DS Assayer and the Umpire Assayer, each as defined in clause 10.
"Business Day" means a day, other than a Saturday or Sunday or public holiday, when banks in Toronto, Ontario, Canada are open for business.

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"Buyer Percentage" means 50% of the aggregate amount of Product produced from the Mine from the commencement of Commercial Production.

"Buyer Nominee" has the meaning set out in clause 2.8.

"Buyer's Premises" means [**].

"Change of Control" means the sale or transfer of a majority of the ordinary shares in either the Seller or Guarantor to any person that is not an Affiliate of the Guarantor; and/or the sale of a majority interest (whether legal, beneficial or economic) by the Seller or Guarantor in the Mine.

"CME 3M Term SOFR" means in relation to any SOFR Banking Day:

(a) the forward-looking term rate based on the secured overnight financing rate for a tenor of three months that is published by the CME Term SOFR Administrator on such SOFR Banking Day; or
(b) if by 5:00 pm (New York City time) on such SOFR Banking Day, the CME 3M Term SOFR has not been published by the CME Term SOFR Administrator, then the CME 3M Term SOFR for such SOFR Banking Day shall be the forward-looking term rate based on the secured overnight financing rate for a tenor of three months that was published by the CME Term SOFR Administrator in respect of the first preceding SOFR Banking Day for which such financing rate was published by the CME Term SOFR Administrator.

"CME Term SOFR Administrator" means CME Group Benchmark Administration Limited (or any successor administrator).

"Commercial Production": two consecutive months of production at the Mine in which Product containing at least [**] of Net Payable U3O8 per month is produced.

"Contract Term" means has the meaning given in clause 2.1.

"Customs Seal" means the seal attached on behalf of the Customs and Trade Administration Division of the Guyana Revenue Authority officials in [relevant area of the Mine].

"Delivery Point" means in respect of each Lot, the loading and warehouse facility of [**] in [**], or such other delivery point in Guyana as the Parties may agree from time to time.

"Determined Price" has the meaning set out in clause 2.

"Direct Costs" means, collectively, the Impurity Charges, the Treatment Charges and Other Expenses.

"Discharge Processor" the processor or conversion/enrichment location to whom the Buyer delivers the Product for processing.

"DS Assayer" has the meaning set out in clause 10.1.

"Effective Date" means the date of this Contract.

"Event of Default": has the meaning set out in clause 17.2.

"Exchange" means Ux Consulting Company LLC, or any replacement exchange or price setting organization as nominated by the Buyer.

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"Exchange Working Day" means any day the Exchange is open for trading during its trading hours.

"Exercise Notice" has the meaning set out in clause 2.4.

"Final Payment" has the meaning set out in clause 8.7.2.

"Final Price" has the meaning set out in clause 3.1.

"FOT" has the meaning of FOB under Incoterms 2010, provided that the "vessel" will be a truck at the Delivery Point and the "port of shipment" will be the Delivery Point, and which, for the avoidance of doubt, shall mean that the Seller shall be responsible for and bear the cost of loading the Product onto trucks at the Delivery Point.

"Force Majeure" means any cause or event reasonably beyond the control of a Party, including, but not limited to fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of god; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs (whether or not such labour difficulty could be settled by acceding to any demands of any such labour group of individuals); accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, harbours, railroads or other navigational or transportation mechanisms; disruption or breakdown of, storage plants, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, arrest and/or detention of the Product and/or vessel, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or omission of any governmental authority; good faith compliance with any order, request or directive of any governmental authority; curtailment, interference, prohibition of export from the Guyana, or prohibition of import by the Buyer into the country of destination; failure or cessation of utility services or supplies reasonably beyond the control of a Party; or any other cause reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party could not have been able to avoid or overcome, but excluding a Party's inability economically to perform its obligations under this Contract.

"Guyana" means the Co-operative Republic of Guyana.

"Impurity Charges" has the meaning set out in clause 3.2.5.2.

"Incoterms 2010" means the Incoterms 2010, being the International Chamber of Commerce rules for the use of domestic and international trade terms, as amended and updated from time to time.

"Holding Certificate" has the meaning set out in clause 8.5.1.

"Lot" means each lot of Product to be delivered by the Seller to the Buyer or Buyer Nominee under this Contract.

"Mine" has the meaning set out in the Recitals.

"Month" means a calendar month in a Year.

"Month 1", "Month 2" and "Month 3" each have the meaning set out in clause 2.3.1.

"mt" means a metric tonne.

"Net Payable U3O8" has the meaning set out in clause 3.1.

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"Obligors" means the Guarantor and the Seller.

"Offtake Contract" means any contract between a third party that had submitted a Competing Offer and the Seller for the purchase of any Product under this Contract as set out in clause 2.5.

"Offtake Notice" has the meaning set out in clause 2.3.

"Option" has the meaning set out in the Recitals.

"Other Expenses" has the meaning set out in clause 3.2.5.3.

"Product" has the meaning set out in the Recitals.

"Provisional Invoice" means the invoice issued by the Seller in respect of the Provisional Payment.

"Provisional Payment" has the meaning set out in clause 8.2.

"Reference Bank" means the principal London offices of [**] or such other banks as may be selected by the Buyer in consultation with the Seller (cumulatively, the "Reference Banks").

"Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Buyer at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in USD for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

"Sanctions" means general trade, economic or financial sanctions or embargoes imposed, administered or enforced by the United Nations Security Council, the United States of America (including the Office of Foreign Assets Control of the United States Department of Treasury and the US Department of State), the European Union, the United Kingdom (including Her Majesty's Treasury), Switzerland, or any country with jurisdiction over the Parties or any action taken under this Contract.

"Seal" means the unique, alpha-numeric seal on each big bag, drum and intermodal container in which the Product is packed, and which will be recorded in writing on the documents to be presented by the Seller under 8.4 in order to obtain Provisional Payment.

"Seller Holding Certificate" means a holding certificate issued by the Seller.

"SOFR Banking Day" means any day other than a Saturday, a Sunday or any other day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

"Spot Price" means the price as published by the Exchange, on a trailing 1 month average.

"Treatment Charges" has the meaning set out in clause 3.2.5.1.

"Umpire Assayer" has the meaning set out in clause 10.8.2.2.

"Unit Deductions" has the meaning set out in clause 3.2.1.3.

"USD" or "US\$" means the lawful currency of the United States of America.

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"Year" means a calendar year of twelve months.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the English Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the English Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing or written includes fax and email.

2 CONTRACT TERM AND EXERCISE OF OPTION

2.1 This Contract shall be effective from the Effective Date, with the obligations to sell and buy to take effect from Commercial Production and shall continue in full force and effect for the entire period during which the Mine continues to produce the Product, unless terminated earlier in accordance with the terms and conditions of this Contract ("Contract Term").
2.2 From the Effective Date and during the Contract Term, the Seller grants the Buyer the Option.
2.3 At least [15] Business Days prior to the Seller entering into an offtake agreement (in respect of any quantity of Product over any time period) or prior to the end of any Month, the Seller shall notify the Buyer in writing ("Offtake Notice"):
2.3.1 the quantity that represents the Buyer Percentage (less any percentage already committed to be taken by the Buyer under this Contract in respect of an Exercise Notice delivered in respect of a prior Offtake Notice) of the quantity of Product produced from the Mine that will be available for purchase that Month ("Month 1") (as a fixed amount +/- 5%) and the anticipated quantities that will be available for the following 2 Months ("Month 2" and "Month 3");
2.3.2 if the Seller has received a bona fide arm's length firm offer (a "Competing Offer") from a third party to purchase any part of the Product (and on other terms and conditions which are acceptable to the Seller);
2.3.3 details of the full terms and conditions of the Competing Offer, including whether the Competing Offer relates to Month 1, Month 2 and/or Month 3 or any other time period or fixed quantity amount;
2.3.4 a copy of the Competing Offer and the written confirmation of the Seller that the Competing Offer is a bona fide arm's length offer from a third party that is not acting at the request of the Seller or Guarantor.

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2.4 On receipt of an Offtake Notice, the Buyer will be entitled to notify the Seller within [5] Business Days of the date of the Offtake Notice that it wishes to exercise the Option in respect of Month 1 or the term contemplated by the Competing Offer, as the case may be (each an "Exercise Notice"). If the Buyer has been notified that the monthly offer also applies to Month 2 and/or Month 3, if so elected by the Buyer, the Exercise Notice may also apply to Month 2 and/or Month 3, as applicable. If the Buyer does not make this election, the provisions of this clause 2 shall apply in respect of Month 2 and/or Month 3 when it becomes Month 1.
2.5 Subject to clause 2.6, if the Offtake Notice refers to a Competing Offer and the Buyer does not deliver an Exercise Notice for the entirety of the quantity as set out in the Competing Offer within the [5] Business Day' period noted in clause 2.4, the Seller shall be entitled to enter into a contract with the third party which has made the Competing Offer (each an "Offtake Contract").
2.6 If an Offtake Notice is issued with respect to either an offer to sell the Product on a monthly basis, or in respect of a Competing Offer, the Buyer shall be entitled to make a counter-offer to acquire the offered quantity on a fixed 12-month basis at the price not less than the price of the Competing Offer and provided that the Buyer's Percentage is not exceeded, the Seller shall be bound by the terms and conditions of such counter-offer to sell the quantity as set out in the counter-offer with each Lot being delivered as soon as it is available.
2.7 If an Exercise Notice has been delivered the price payable by the Buyer for the quantity of Product actually delivered in each Lot shall be determined as follows:
2.7.1 if the Buyer has delivered an Exercise Notice with respect to a Competing Offer or has issued a counter-offer, the price for the Product determined in accordance with the Competing Offer shall be the price payable by the Buyer for the full term for which the Competing Offer was made, and if no term is provided in the Competing Offer, in respect of Month 1 ("Agreed Price") as adjusted to the Final Price in accordance with clause 3; and
2.7.2 if no Completing Offer has been made, the price shall be the Spot Price, being the "Determined Price", which Determined Price shall be adjusted to the Final Price in accordance with clause 3.
2.8 The issue of the Exercise Notice shall be an irrevocable undertaking to purchase the quantity as set out in the Monthly Notice (including with respect to Month 2 and/or Month 3, if so elected by the Buyer in accordance with clause 2.4) and such sale and purchase will be made as soon as each Lot is available for delivery in accordance with this Contract.
2.9 If the Buyer does not issue an Exercise Notice, then the Seller shall be entitled to deal with, and sell, the Product for Month 1 in its discretion, the allocated tonnage not taken up by the Buyer shall be held on account to be taken on a future date as part of the Buyer's Percentage. The Buyer shall be entitled to issue a demand for the supply of Product up to its Buyer's Percentage of all Product produced from the Mine, determined on a Monthly or annual basis, at any time on giving at least [15] days' written notice, the price for which shall be the Determined Price.
2.10 The Buyer shall be entitled in any Exercise Notice or other written notice, to nominate any third party as the buyer ("Buyer Nominee") of the Product in respect of any Product to be delivered by the Seller. If there is a Buyer Nominee, all references to Buyer in respect of that Lot shall be deemed to be a reference to the Buyer Nominee, details of which shall be set out in the Exercise Notice or other written notice.

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3 PRICE

3.1 The price payable for each Lot (the "Final Price") shall be at the discretion of the Buyer as per any of the following formulas:
3.1.1 the Agreed Price between the Parties, if any;
3.1.2 the Net Payable U3O8 in the Lot multiplied by the Determined Price which applies to such Lot, less the Direct Costs which apply to such Lot (being the applicable Treatment Charges, Impurity Charges and Other Expenses); and
3.1.3 100% of the provisional price determined in accordance with clause 8.2;
3.1.4 either price formula set out in any of the last two long term contracts signed by the Seller for the remaining 50%, and according to its terms and conditions; and
3.1.5 the Price determined under clause 3.1.2 or 3.1.3, less any marketing fee paid by the Seller to any third party on the remaining 50% of Product and allowing the Buyer to maintain an equal marketing margin to any similar marketing agent.

The Buyer may, at its sole discretion, choose payment terms as per clause 8 or as per last two long term contracts signed by the Seller.

3.2 For this purpose:
3.2.1 "Net Payable U3O8" means:
- 3.2.1.1 the number of [mt] of U3O8 in the Lot at the time at which the Product is delivered at the Discharge Processor, as certified by the relevant Assayer, being the weight of the Lot multiplied by the % U3O8 content of the Lot as assayed; less
- 3.2.1.2 applicable Unit Deductions applied by the Discharge Processor;
- 3.2.1.3 The Spot Price if required to be used for the purposes of determining the Final Price of a Lot shall be:¹
3.2.2 [**]
3.2.3 [**]
3.2.4 "Unit Deductions" means all reasonable unit deductions properly charged by the Discharge Processor to the Buyer in respect of the relevant Product, including:
- 3.2.4.1 Standard unit deductions usually based on the % U3O8 content in the relevant assays; and
- 3.2.4.2 Impurity unit deductions which usually apply if such impurities together represent more than 1% of the Lot;
3.2.5 Direct Costs will be as follows:

¹ Note: Buyer to confirm industry standard.

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3.2.5.1 "Treatment Charges", being all reasonable treatment charges properly charged by the Discharge Processor to the Buyer in respect of the relevant Product;
3.2.5.2 "Impurity Charges", being all reasonable impurity charges properly charged by the Discharge Processor to the Buyer in respect of the relevant Product, excluding any Unit Deductions; and
3.2.5.3 "Other Expenses", being all reasonable direct expenses incurred by the Buyer in transporting the relevant Product to the Discharge Processor including without limitation transport, insurance, handling, sampling costs and storage costs.
3.3 Non-binding estimates of the applicable Unit Deductions and Direct Costs for the first annual period of this Contract are set out in Schedule 1.
3.4 Any dispute in relation to the price payable in respect of a Lot, including the quantum of any of the Direct Costs in relation to a Lot will be determined in accordance with clause 12.1 and 12.2.; provided that at the reasonable request of the Seller where there are material changes in the quantum of any Direct Cost, the Buyer shall provide the Seller with scanned copies of vouchers in respect of any Direct Cost.
3.5 For the avoidance of doubt, no amount will be payable in respect of any metals other than U3O8 which are contained in the Product.
3.6 The Seller may choose to sign a six (6), twelve (12), eighteen (18), or twenty-four (24) month contract at any point according to a pricing formula determined in a given month in clause 3.1.

4 INSPECTION

During the Contract Term, Buyer shall have the right, at its own cost and expense, to send its representative/inspector and/or independent inspector to the Mine and any Delivery Location and/or site of sampling, testing, and/or loading and the Seller agrees to co-operate and assist with the arrangements of such (which may be on a regular or permanent basis) as may be requested by the Buyer including by ensuring all reasonably requested access is given to such representatives/inspectors and/or independent inspection company and at the Buyer's reasonable cost (such costs to be agreed by the Buyer in writing, prior to being incurred), to assist with any requested travel to the Mine, any Delivery Location and/or any other site of sampling, testing and/or loading.

5 PACKING

The Product purchased by the Buyer pursuant to this Contract shall be packed in a manner customary with industry practice or as may be agreed upon by the Buyer and Seller acting reasonably.

6 QUALITY

6.1 It is anticipated that the Product shall have a minimum U3O8 content of approximately [**]%.
6.2 Save as may be dealt with under the Discharge Processor's Impurities Charges, the Product shall be free from deleterious materials not permitted by the Discharge Processor (acting reasonably). The Product shall be able to withstand the voyage, upon all customary forms of transportation, to the destination elected by the Buyer (acting reasonably).
6.3 At the Delivery Point for a Lot:

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6.3.1 both the Seller and the Buyer shall have the right, but not the obligation, to conduct an actual state sample of the Product using x-ray fluorescence analysis ("XRF Analysis") at the Delivery Point and if such XRF Analysis shows that the U3O8 content of such Product is either not compliant with Clause 6.1 or more than [10]% below the U3O8 content of such Product according to the Mine Assayer, then the Seller shall be entitled to withdraw the Lot and/or the Buyer shall be entitled to reject the Lot;
6.3.2 the Buyer shall have the right, but not the obligation, to reject the delivery of any Product at the Delivery Point or at the Discharge Processor if according to any relevant Assayer:
6.3.2.1 the U3O8 content of such Product is equal to or below [**]%;² or
6.3.2.2 the [radioactivity level] in the Product is at a level which is not acceptable to the Discharge Processor (acting reasonably),

provided that the Buyer shall only be entitled to reject delivery of the Product at the Discharge Processor if the Seals on the big bags and drums are fully intact upon delivery at the Discharge Processor. For the avoidance of doubt, given that the Seals on the intermodal containers may not be intact as customs officials may have required the intermodal containers to be opened so that the big bags and drums can be inspected, the status of the Seals on the intermodal containers will have no impact on the foregoing proviso; and

6.3.3 if the Buyer is entitled to and elects to reject the delivery of Product pursuant to clause 6.3.1 or 6.3.2, then risk in the rejected Product will immediately revert to the Seller and the Seller will arrange for the collection of the rejected Product at its own cost. The Seller will replace such Product with Product from the Mine that has U3O8 content in excess of [**]%³ [and a radioactivity level acceptable to the Discharge Processor (acting reasonably)] as soon as reasonably practicable.
6.4 If the Seller withdraws a Lot under clause 6.3.1, or if the Buyer is entitled to and elects to reject the delivery of Product pursuant to clause 6.3 at the Delivery Point, then:
6.4.1 if the withdrawal or rejection arises because the U3O8 content of the Product is equal to or below [**]%, then the Buyer and the Seller will consult as to whether through blending with other Product with a higher U3O8 content the blended Product can be made to have U3O8 content in excess of [**]% [and a radioactivity level acceptable to the Discharge Processor (acting reasonably)], and any costs associated with such blending incurred by the Buyer will be deemed to be "Other Expenses";
6.4.2 if no such resolution is agreed within ten days, or if the Buyer is entitled to and elects to reject the delivery of Product pursuant to clause 6.3 at the relevant Delivery Point for any other reason, then risk and title in the rejected Product will immediately revert to the Seller, and the Seller will replace such Product with Product from the Mine that that has U3O8 content in excess of [**]% [and a radioactivity level acceptable to the Discharge Processor (acting reasonably) ]as soon as reasonably practicable, and the Seller will arrange for the collection and storage of the rejected Product at its own cost. The Buyer shall, at the Seller's cost, provide the Seller with reasonable assistance in arranging for the collection of the rejected Product.
6.5 In the event that as a result of rejected Product the Buyer is short in the market compared to the amount stated in the Monthly Notice, the Buyer will be entitled to require the Seller to make adjustments to any future Price payable under this Contract to the extent necessary to cover any

Note: Buyer to confirm industry standard.

³ Note: Buyer to confirm industry standard.

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indemnity or payment obligation incurred by the Buyer and [Exchange ]FOT charges arising from the rejected Product causing the Buyer to be short in the market.
6.6 Any dispute as to whether or not Product has U3O8 content in excess of [**]% [and a radioactivity level acceptable to the Discharge Processor (acting reasonably)] will be finally determined in accordance with clause 10.

7 DELIVERY

7.1 The Product to be acquired by the Buyer pursuant to clause 2 shall be delivered by the Seller to the Buyer on an FOT (Delivery Point) basis.
7.2 The Seller shall provide the Buyer with an expected monthly delivery schedule no later than the tenth (10th) day of the month preceding each respective delivery month.
7.3 The Buyer shall use its best endeavours to arrange for the collection of each Lot from the Delivery Point as soon as reasonably practicable and in any event within ten days of the Seller notifying the Buyer that a Lot is available for delivery at the Delivery Point. If the Buyer fails to take delivery of a Lot within such period then:
7.3.1 subject to clause 7.3.2, the Seller will store such Lot until delivery takes place, and the Seller will be entitled to charge the Buyer for resulting reasonable storage, insurance and other related costs and expenses properly incurred;
7.3.2 unless the Buyer has and continues to use its best endeavours to collect such Lot or inform in writing the Seller of its intention to do so, the Seller will be entitled to sell the Lot to a third-party purchaser.

8 PAYMENT

8.1 All payments shall be made in US\$ by telegraphic transfer.

Provisional Payments:

8.2 The Buyer shall make provisional payments to the Seller (the "Provisional Payment") in respect of the delivery of each Lot as follows:
8.2.1 The Provisional Payment in respect of each Lot shall be an amount equal to [15]% of the provisional price which will be determined in accordance with clause 3.1 with the following changes:
- 8.2.1.1 the Spot Price, if required, to be used to determine the amount of the Provisional Payment will be the Spot Price to be used for the purposes of determining the Final Price of such Lot (if known at the relevant time), failing which the Spot Price to be used will be the [Exchange 3 Month Price] for the day prior to the day on which the Seller's invoice for the Provisional Payment is issued;
8.2.2 the provisional weights and assays determined by the Seller or the Mine Assayer (as applicable) will be used in place of the final weights and assays to be obtained at the Discharge Processor; and
8.2.3 reasonable estimates of the Unit Deductions and Direct Costs that are likely to apply will be used in place of the actual Unit Deductions and actual Direct Costs that ultimately apply to the Lot.

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8.3 Subject to all other terms of this Contract, the Provisional Payment in respect of each Lot shall be paid by the Buyer to the Seller within 3 (three) Business Days of the presentation by the Seller of an invoice together with copies of the following documents in respect of such Lot, emailed to the Buyer following delivery of the Lot, together with a written confirmation by the Seller to the Buyer that copies are in conformity with the original documents:
8.3.1 Seller's invoice for the Provisional Payment;
8.3.2 Weight certificate issued by the Seller;
8.3.3 Assay certificate showing the % U3O8 content issued by the Mine Assayer issued directly to the Buyer and the Seller;
8.3.4 Detailed Packing list prepared at the Delivery Point, including details of the unique, alphanumeric Seals (including, but not limited to, Seals and Customs Seals of the containers);
8.3.5 Seller Holding Certificate issued by the Seller in the name of the Buyer in the format and wording reasonably required by the Buyer;
8.3.6 All documents showing Product being cleared for export from Guyana and all Guyana export duties having been paid (as set out in clause 8.4 below);
8.3.7 The Certificate of Origin issued by the [Guyana Geology and Mines Commission];
8.3.8 Photographs of the entire Lot loaded in the container and the Seals including the Customs Seals; and
8.3.9 Truck manifests of Product loaded at the Delivery Point, the trucking company must be approved by the Buyer, such approval not to be unreasonably withheld, delayed or conditioned.
8.4 The Seller shall provide the following documents to the Buyer as evidence that the Product has been cleared for export from Guyana and all export duties have been paid:
8.4.1 Export Authorisation
8.4.2 Certificate of Analysis and Evaluation
8.4.3 Non-objection export Certificate from the relevant Regulatory Authority
8.4.4 Certificate of Export Verification and Boarding
8.4.5 Certificate of Evaluation of Export Radioactivity
8.4.6 Global License
8.4.7 Origin and applicable conflict free document
8.4.8 Lot report ready for export
8.4.9 Payment confirmation of Export duties
- 8.4.9.1 [Score report]
- 8.4.9.2 Sampling report

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8.4.9.3 Test Report
8.4.9.4 Any other document reasonably requested by the Buyer.
8.5 For delivery at the Delivery Point for a Lot:
8.5.1 the Buyer will use reasonable endeavours to procure that (a) such Lot will be delivered to the [Buyer's Premises] as soon as reasonably practicable after the delivery of the Lot at the Delivery Point, and (b) upon delivery of such Lot at the Buyer's Premises a certificate ("Holding Certificate") will be issued confirming such receipt no more than three Business Days after delivery of such Lot at the Buyer's Premises and (c) such certificate will be emailed to the Seller;
8.5.2 the Seller will use its reasonable endeavours to safeguard each Lot up to the point that such Lot leaves Guyana (provided that the Delivery Point is outside Guyana);
8.5.3 to enable the Parties to establish the Spot Price to be used for the purposes of determining the Final Price of a Lot:
- 8.5.3.1 the Seller will inform the Buyer in writing of the number of Lots delivered at the Delivery Point on a particular day;
- 8.5.3.2 if relevant, the Seller will inform the Buyer in writing of the date on which the relevant Lot leaves Guyana;
- 8.5.3.3 if relevant, the Buyer will inform the Seller in writing of the date on which a Lot is delivered to the Delivery Point;
- 8.5.3.4 the Buyer will in each case promptly provide the Seller with the necessary information to enable the Seller and the Buyer to comply with clause 3.2.1.3.
8.5.4 the Buyer shall not be under any obligation to make the Provisional Payment until it receives the Holding Certificate in relation to the relevant Lot (together with the other documents referred to in clauses 8.3);
8.5.5 the Seller will pay to the Buyer interest on the amount of the Provisional Payment in respect of each Lot at a rate of the CME 3M Term SOFR (or, if CME 3M Term SOFR is not available on the relevant date, the Reference Bank Rate) plus 5 (five)% per annum, such interest to accrue on a daily basis from the first (1st) Business Day following the date on which the Provisional Payment is made by the Buyer to the Seller to the earlier of (a) the date on which the Buyer receives free and cleared funds from its purchaser in relation to the onsale of the Lot (provided that if the Buyer receives any prepayment(s) or other payment(s) from its purchaser interest will cease to run in respect of the amount(s) so paid), (b) the date on which the Discharge Processor makes the U3O8 arising from the processing of such Lot available to the Buyer, or (c) sixty (60) days after the date upon which the Buyer makes its relevant Provisional Payment (the "Provisional Payment Date"). The Buyer undertakes to advise the Seller promptly of the Provisional Payment Date.

Final Payments

8.6 The Buyer will advise the Seller of the actual Unit Deductions and actual Direct Costs applicable to each Lot by no later than 70 (seventy) days after the Lot has been delivered to the Discharge Processor.

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8.7 Thereafter, the Seller will invoice the Buyer in respect of the Final Price for such Lot. Should the Seller fail to issue an invoice and the Seller owes a Final Payment to the Buyer the Buyer shall have the right to issue the invoice to the Seller which shall be paid in accordance with clause 8.7.2.2 below.
8.7.1 Such invoice will set out the following:
- 8.7.1.1 the Final Price for such Lot;
- 8.7.1.2 the Provisional Payment made in respect of the Lot; and
- 8.7.1.3 interest payable in respect of the Provisional Payment made in respect of the Lot.
8.7.2 No later than ten (10) Business Days after the date of such invoice:
- 8.7.2.1 the Buyer will pay to the Seller the amount, if any, by which amount in clause 8.7.1.1 exceeds the sum of the amounts in clauses 8.7.1.2 and 8.7.1.3; or
- 8.7.2.2 The Seller will pay the Buyer the amount, if any by which the sum of the amounts in clauses 8.7.1.2 and 8.7.1.3 exceed the amount in clause 8.7.1.1;

such payment being the "Final Payment").

Adjustments on Spot Price drop

8.8 If at any time it appears after payment of the Provisional Price that as a result of a fall in the Spot Price it is likely that the Seller will have to make a Final Payment to the Buyer then the Seller and the Buyer will adjust the Provisional Payments in respect of new Lots to the extent reasonably necessary in accordance with the Buyer's reasonable calculations to ensure that after applicable set off no Final Payment will need to be made by the Seller.

Disputes

8.9 If the Buyer disputes any invoice or other statement of monies due, the Buyer shall notify the Seller in writing no more than twenty-one days after receipt of such invoice or statement of monies due, after which time if no such notice is given the Buyer will be deemed to have accepted the invoice or statement of monies due. The Seller and the Buyer will negotiate in good faith to attempt to resolve any such dispute. Any such dispute that is not resolved within 15 days of the date of such notice, including any dispute in relation to the amount of any Provisional Payment or any Final Payment, will be determined by reference to an Umpire Assayer and/or an Expert pursuant to clause 12.1 and 12.2. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date.

Late payment

8.10 If the Seller or Buyer fails to make a payment when due then the defaulting party will pay interest on the overdue amount at the rate of 3% above the CME 3M Term SOFR (or, if the CME 3M Term SOFR is not available, the Reference Banks Rate) from time to time. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement or award. The defaulting party will pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause will only be payable after the dispute is resolved, on sums found or agreed to be due, from the date the dispute is resolved until payment.

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9 TITLE AND RISK

9.1 Full and unencumbered title to each Lot shall pass from the Seller to the Buyer:
9.1.1 at the Delivery Point; or
9.1.2 at the election of the Buyer, at any time in writing (including by email) to the Seller, any date from the Provisional Payment being made.
9.2 Until title passes, the Buyer shall keep the Product readily identifiable as the Seller's property and maintain the Product in satisfactory condition.
9.3 As each Lot is sold FOT (Delivery Point), risk of loss or damage to each Lot shall pass from the Seller to the Buyer at the applicable Delivery Point in accordance with Incoterms 2010, and the Buyer will be responsible for insuring the Product from the time at which it takes delivery of the Product at the Delivery Point.

10 WEIGHTS AND ANALYSIS

10.1 For each Lot delivered to the Delivery Point, weights shall be taken by the Seller and the taking of samples for analysis shall be carried out by the Mine Assayer at the Mine and by the DS Assayer appointed pursuant to clause 10.7, immediately on delivery of the Product to the Discharge Processor, provided that if either Party exercises its rights under clause 4, then samples for analysis shall also be carried out by the Mine Assayer immediately upon delivery of the Product to the Buyer at the Delivery Point,
10.2 To supervise this process (as applicable):
10.2.1 at the Mine, the Seller will appoint an independent third-party assayer (the "Mine Assayer") acceptable to the Buyer, such acceptance not to be unreasonably withheld or delayed; and
10.2.2 to the extent practicable, the Parties will seek to utilise the same person (or its Affiliate) as the Mine Assayer at the Mine and as the DS Assayer at the Discharge Processor.

To the extent practicable, the Parties will seek to utilise the same person (or its Affiliate) as the Mine Assayer and as the DS Assayer.

(a) Provisional weights and analysis
10.3 The provisional weight of each Lot at the Delivery Point shall be determined by the Seller under the supervision of the Mine Assayer prior to delivery of the Lot at the Delivery Point. In respect of each Lot the Seller will record and certify the loaded weights in the Seller's truck manifest and packing list and will procure a certificate of supervision issued by the applicable Mine Assayer. Such weights will be used for the purposes of determining the Provisional Payment.
10.4 The provisional analysis of each Lot at the Delivery Point shall be determined by the Seller under the supervision of the Mine Assayer prior to the delivery of the Lot at the Delivery Point. In respect of each Lot the Seller will record and certify the % U3O8 content in the Lot and will procure a certificate of supervision issued by the applicable Mine Assayer. Such analysis will be used for the purposes of determining the Provisional Payment.
10.5 The Buyer, or its representative, shall have the right to attend any weighing, sampling and analysis performed by the Seller. Should the Buyer request attendance, the Buyer shall inform the Seller in writing. The Buyer shall be given at least 48 (forty-eight) hours' notice of any sampling and analysis in order to arrange attendance at any sampling and analysis.

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10.6 In the event that the Mine Assayer is unavailable to perform this work the Parties can agree, at the Buyer's sole discretion, to use the Seller's provisional weights and assays for the purposes of determining the Provisional Payment.
(b) Final weights and analysis
10.7 To supervise the weights and analysis at the Discharge Processor, the Buyer will appoint an independent third-party assayer acceptable to the Seller, such acceptance not to be unreasonably withheld or delayed ("DS Assayer"). In addition, the Discharge Processor usually appoints its own assayer (the "Processor Assayer"). The Buyer will make prompt reports to the Seller in respect of the following clauses.
10.8 The weight and analysis of each Lot at the Discharge Processor shall be determined by the DS Assayer promptly after delivery of the Lot at the Discharge Processor. Provided that the big bag and drum Seals are intact when a Lot is delivered to the Discharge Processor, the weights of the DS Assayer will be final and binding in the absence of manifest error or fraud, and the percentage U3O8 content will be determined as follows:
10.8.1 the Buyer will procure that in respect of each Lot three samples are taken, one to be analysed by the DS Assayer, one to be taken by or made available to the Processor Assayer, and one to be kept for the purposes of verification in case of a dispute (a "Reference Sample").
10.8.2 If both the DS Assayer and the Processor Assayer analyse samples from a Lot:
- 10.8.2.1 if their percentage U3O8 results do not differ by more than 0.5%, then unless otherwise agreed by the Seller and the Buyer the final percentage reasonably agreed by the Buyer and the Discharge Processor will be final and binding on the Parties, save for fraud or manifest error;
- 10.8.2.2 if their percentage U3O8 results differ by more than 0.5%, then the Seller will be entitled to require that the Reference Sample is sent to an independent third party assayer (the "Umpire Assayer") and unless otherwise agreed by the Seller and the Buyer (a) if the Umpire Assayer's results fall between the DS Assayer's results and the Processor Assayer's results then the arithmetic mean of the results of the Umpire Assayer and the closest result will be final and binding on the Parties, in the absence of fraud or manifest error, and (b) if the Umpire Assayer's results fall outside of the DS Assayer's results and the Processor Assayer's results then the assay which is the nearer to the Umpire Assayer's results will be final and binding on the Parties, in the absence of fraud or manifest error.
10.8.3 If only the DS Assayer analyses samples from a Lot:
- 10.8.3.1 If the percentage U3O8 results of the DS Assayer and the Mine Assayer do not differ by more than 0.5%, then unless the Buyer and the Seller otherwise agree the arithmetic mean of such results will be final and binding on the Parties, save for fraud or manifest error;
- 10.8.3.2 If the percentage U3O8 results of the DS Assayer and the Mine Assayer differ by more than 0.5%, then the Seller will be entitled to require that the Reference Sample is sent to the Umpire Assayer and unless otherwise agreed by the Seller and the Buyer (a) if the Umpire Assayer's results fall between the DS Assayer's results and the Mine Assayer's results then the arithmetic mean of the results of the Umpire Assayer and the closest result will be final and binding on the Parties, in the absence of fraud or manifest error taken, and (b) if the Umpire

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Assayer's results fall outside of the DS Assayer's results and the Mine Assayer's results then the assay which is the nearer to the Umpire Assayer's results will be final and binding on the Parties, in the absence of fraud or manifest error.

10.9 If the big bag and drum Seals are not intact when a Lot is delivered to the Discharge Processor, and the difference between the weights and assays at the Delivery Point and those at the Discharge Processor exceed 0.5%, then unless the Seller and the Buyer agree otherwise the provisional weights and analysis used for the Provisional Payment will be used to determine the Final Price.
10.10 The Buyer shall exercise its best efforts to ensure that, where sampling, weighing or analysis takes place at the Discharge Processor's premises, the Seller's representative shall be entitled to witness any or all of those processes. Should the Seller request attendance, the Seller shall inform the Buyer in writing. The Seller shall be given at least 48 (forty eight) hours' notice of any sampling and analysis in order to arrange attendance at any sampling and analysis.
10.11 The costs of the Mine Assayer will be paid for by the Seller. The costs of the DS Assayer and any Umpire Assayer shall be paid by the Buyer in the first instance and shall be reimbursed by the Seller in accordance with clause 3.

11 FORCE MAJEURE

11.1 If either the Buyer or the Seller is prevented, hindered or delayed from performing in whole or in part any obligation or condition of this Contract by reason of Force Majeure (the "Affected Party"), the Affected Party shall give written notice to the other Party (the "Non-Affected Party") promptly and in any event within 3 (three) Business Days after receiving notice of the occurrence of a Force Majeure event giving, to the extent reasonably practicable, the details and expected duration of the Force Majeure event and (if applicable) the Lot affected (the "Force Majeure Notice").
11.2 Provided that a Force Majeure Notice has been given, for so long as the event of Force Majeure exists and to the extent that performance is prevented, hindered or delayed by the event of Force Majeure (a "Force Majeure Suspension"), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The corresponding obligations of the Non-Affected Party will be suspended, and their time for performance of such obligations extended, to the same extent as those of the Affected Party. Unaffected obligations will not be suspended.
11.3 The Affected Party shall use commercially reasonable efforts to avoid or remove the event of Force Majeure, shall provide regular updates of the status of the Force Majeure circumstances to the Non-Affected Party, and shall promptly notify the Non-Affected Party when the event of Force Majeure is terminated.
11.4 lf a Force Majeure Suspension occurs, the time for performance of the affected obligations and, if applicable, the Contract Term shall be extended for a period equal to the period of suspension. If the Buyer is unable to purchase Product as a result of Force Majeure affecting the Buyer, then the Seller will be entitled to sell Product to a third party until such time as the Force Majeure affecting the Buyer terminates.
11.5 If the period of the Force Majeure Suspension is equal to or exceeds six (6) months from the date of the Force Majeure Notice, and so long as the Force Majeure event is continuing, the Non-Affected Party may, in its sole discretion and by giving three (3) month's written notice to the other Parties, terminate this Contract or terminate the affected Lots. Following such termination, no further Lots will be delivered to any Buyer, but all Lots delivered to the Buyer prior to such termination will continue to be governed by this Contract.

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12 DISPUTE RESOLUTION

12.1 Any dispute between the Parties in relation to weights or assays shall be determined in accordance with clause 10.
12.2 Subject to clause 12.1, any calculation or accounting dispute in relation to (a) the calculation of the Final Price, any Provisional Payment or any Final Payment, or (b) any other matter expressly specified in this Contract or as agreed between the Parties shall be referred to and resolved by an independent expert (the "Expert"), provided that any dispute in relation to the legal interpretation of the Contract will be determined under clause 12.2.
12.2.1 Any Party may refer such a dispute to the Expert for determination if the Parties cannot agree a resolution within 15 (fifteen) days of the Parties notifying the other of such dispute.
12.2.2 The Expert will be the person as agreed by the Parties, and failing such agreement within ten days shall be appointed by an independent expert appointed by the chairman for the time being of the Institute of Chartered Accounts of England and Wales on the application of any Party.
12.2.3 Such Expert shall act as an expert and not as an arbitrator.
12.2.4 The Expert will be entitled to call for and inspect any relevant documentation in the possession of the Parties.
12.2.5 The Expert will make its determination within one month of being appointed.
12.2.6 The decision of the Expert shall be final and binding on the Parties, save in the case of manifest error or fraud.
12.2.7 Unless the Expert determines otherwise, the fees of the Expert shall be paid by the Party against whom the Expert makes its determination.
12.3 Any dispute brought by a Party shall be deemed as a standstill period during which 50% of all production, from the Mine, shall be stockpiled and stored until such a dispute is resolved. Costs shall be shared by both Parties.
12.4 Subject to clause 12.1 and 12.2, all other claims, disputes or differences whatsoever between the Parties arising out of or in connection with this Contract, including without limitation as to any question regarding its existence, interpretation, validity or termination (a "Dispute") shall be referred to and resolved by arbitration under the Rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this clause. The seat of or legal place of the arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The arbitral tribunal shall consist of 3 (three) arbitrators. The arbitrators shall be barristers or solicitors practicing in England and Wales with experience of commodities trading matters.
12.5 Nothing in clause 12 shall prevent any Party from seeking interim, provisional or conservatory measures from any court or other judicial authority of competent jurisdiction, at any time, whether before or after the formation of the arbitral tribunal.

13 LAW

13.1 Any and all disputes arising out of or in connection with this Contract (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ontario, Canada, without regard to principles of choice of law.

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13.2 The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this Contract.

14 TAXES AND TARIFFS

Notwithstanding the INCOTERMS in relation to FOT (Delivery Place) and any other provision of this agreement:

14.1 the Seller will clear each Lot for export from Guyana, will pay the Guyana export duties or levies and perform all necessary Guyana export formalities, including all necessary export documentary requirements.
14.2 subject to clause 14.1, the Buyer will clear each Lot for export and import, pay any export and import duty and carry out any export and import customs formalities. However, the Parties agree that the reasonable costs and expenses properly incurred in this regard will be regarded as "Other Expenses" and so deductible from the relevant Determined Price.
14.3 Where the Buyer elects to send a Lot to the Discharge Processor at its choice, any and all taxes, tariffs and duties whether existing or new on a Lot or contained metals or on commercial documents relating thereto or on the Lot itself imposed in the country of import ("Location Costs") shall be borne by the Buyer but regarded as "Other Expenses" and so deductible from relevant Determined Price.

15 ASSIGNMENT

15.1 No Party shall be entitled to assign, transfer, charge, declare a trust over or novate this Contract without the consent of the other Parties, such consent not to be unreasonably withheld or delayed, provided that the Buyer will be entitled to assign its rights under this Contract to its financiers.
15.2 If (a) the Seller wishes to transfer any legal or beneficial interest in the Mine or any Product from the Mine, including any economic interest; and/or (b) the Guarantor ceases to hold (directly or indirectly) the entire issued share capital of the Seller (each a "Disposal Transaction"):
15.2.1 the Seller shall notify the Buyer prior to the Disposal Transaction being undertaken; and
15.2.2 if required by the Buyer, shall procure that the Disposal Transaction is not undertaken prior to the counterparty to such Disposal Transaction entering into a binding deed of adherence to this Contract to enable the Buyer to continue exercising the Option over a 50% interest in the Product from the Mine.

16 THIRD PARTY RIGHTS

Any person who is not a Party to this Contract may not enforce any term of it. The Parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract or any other agreement entered pursuant to it.

17 DEFAULT

17.1 Strictly without prejudice to the rights and remedies of the Parties in law, the Parties shall have the following additional rights and remedies upon the occurrence of an event of default.
17.2 For the purposes of this clause, an "Event of Default" shall mean any of the following:

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17.2.1 any Party fails to pay any undisputed amount due under this Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
17.2.2 any Party commits a material breach of any other term of this Contract and that breach is irremediable or (if remediable) such Party fails to remedy that breach within a period of 30 days after being notified in writing to do so;
17.2.3 any Party breaches its obligations under this Contract in relation to ABC Laws or Sanctions;
17.2.4 the inability or admitted inability or declared inability of any Party to pay its debts as they fall due or declaration under any applicable law or if the value of the Party's assets is at any time less than the amount of its liabilities;
17.2.5 the institution or commencement of any corporate action or legal proceedings in respect of a Party in relation to the general suspension of payments, any moratorium of any indebtedness, dissolution, administration, reorganization (excluding a solvent reorganisation), composition, compromise, arrangement with creditors, winding up, liquidation, receivership, compulsory management or bankruptcy or any analogous procedure in any jurisdiction, unless such action or proceedings are defended in good faith or are dismissed or permanently stayed within 30 days of them being instituted.
17.3 Upon the occurrence of an Event of Default with respect to a Party (the "Defaulting Party") that is continuing, the other Party (the "Non-Defaulting Party") may in its sole and absolute discretion and notwithstanding any implied terms arising by virtue of a prior contrary course of dealing or rule of law or doctrine to the contrary terminate this Contract by giving the other Parties written notice of termination.
17.4 After delivery of such notice under clause 17.3, the Seller will not deliver any further Lots to the Buyer, and the Buyer will not purchase any further Lots, but (i) the Contract will continue in full force and effect in respect of all Lots already delivered to the Buyer which the Buyer will purchase under this Contract and (ii) any accrued rights or obligations that have arisen prior to the date on which such notice is delivered shall not be affected.

18 LIMITATION OF LIABILITY

18.1 None of the Parties to this Contract shall be liable, whether in contract or in tort or otherwise, for indirect, consequential, exemplary, punitive or special damages or losses of whatsoever nature, however caused, including, but not limited to, loss of profit, goodwill, business or opportunity.
18.2 Nothing in this clause shall limit or exclude the liability of a Party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation.

19 INCOTERMS

Insofar as not inconsistent herewith Incoterms 2010 (and any later amendments thereto) shall apply to this Contract.

20 CHANGE OF CONTROL

20.1 Subject to clause 15.2, the Seller and/or Guarantor (as applicable) shall notify the Buyer in writing within seven days of becoming aware that a Change of Control in relation to the Seller and/or Guarantor and/or the Mine may occur (and the conditions on which it may occur) and shall notify the Buyer in writing prior to such Change of Control within seven days of becoming aware that such Change of Control is reasonably likely to occur.

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20.2 The Buyer shall be entitled to enforce its rights under clause 15.2 prior to the occurrence of any Change of Control of the Seller, Guarantor or the Mine and the Guarantor and Seller undertake to comply with clause 15.2 prior to any Disposal Transaction being undertaken.
20.3 The Buyer may, but shall not be obliged to, terminate this Contract upon the occurrence of a Change of Control in relation to the Seller or Guarantor, by written notice in writing to the other Parties, such notice to be given no more than 30 days after the date on which notice of the Change of Control was given.
20.4 After delivery of a notice under clause 20.3, the Seller will not deliver any further Lots to the Buyer, and the Buyer will not purchase any further Lots, but (i) the Contract will continue in full force and effect in respect of all Lots already delivered to the Buyer and (ii) any accrued rights or obligations that have arisen prior to the date on which such notice is delivered shall not be affected.
20.5 For the avoidance of doubt, in the event the Buyer exercises its right to terminate this Contract in accordance with this clause 20, it shall not be liable to the Seller or Guarantor for any costs, losses, damages or expenses which the Seller or Guarantor may incur,

21 NOTICES

21.1 No notice or communication with respect to this Contract shall be effective unless it is given in writing and delivered by hand or courier and sent by facsimile and/ or electronic mail to the other Parties at the address set out herein, or to such other address as each Party otherwise notifies the other Parties.
21.2 Any notice shall be deemed to have been received:
21.2.1 if delivered by hand or courier, on signature of a delivery receipt or at the time the notice is left at the proper address; and
21.2.2 if sent by fax and/or email, at the time of transmission or sending respectively, or, if this time falls outside Business Hours, at 9.00 am on the next Business Day after transmission or sending respectively.
21.3 All notices, requests and other communications hereunder shall be addressed as set out below, or to such other address as may be notified in writing by a Party to each of the other Parties from time to time:

If to Guarantor: [Address] Fax:

If to Seller:

[Address] Fax: Email:

Email:

If to the Buyer:

[Address] Fax: Email:

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22 SET-OFF

22.1 Neither the Guarantor nor the Seller will be entitled to set off any sum due by them under this Contract to the Buyer against any sum due to the Guarantor or the Seller under this Contract by the Buyer.
22.2 The Buyer will be entitled to set off any sum due by it under this Contract to the Guarantor or the Seller against any sum due to the Buyer under this Contract by the Guarantor or the Seller.
22.3 Each Party shall pay its own costs incurred in connection with the negotiation, preparation and execution of this Contract.

23 WAIVERS

23.1 No amendment, modification or waiver of any provision of this Contract or of any right, power or remedy shall be effective unless made expressly and in writing between the Parties.
23.2 No waiver of any breach of any provision of this Contract shall: (a) be considered to be a waiver of any subsequent or continuing breach of that provision; or (b) release, discharge or prejudice the right of the waiving Party to require strict performance by the other Parties of any other provisions of this Contract.

24 SEVERABILITY

24.1 The invalidity, illegality or unenforceability of any one or more of the provisions of this Contract shall in no way affect or impair the validity and enforceability of the other provisions of this Contract.
24.2 If any provision of this Contract is declared to be invalid, illegal or unenforceable, whether in part or in full, such provision shall be severable from this Contract and the remainder of this Contract shall continue in full force and effect.

25 CONFIDENTIALITY

The existence of and terms of this Contract shall be held confidential by the Parties save to the extent that such disclosure is made to a Party's current and prospective banks, lenders, accountants, auditors, investors, risk participants, legal, financial or other professional advisers, or as may be required by law, a competent court or a liquidator or administrator of a Party or where the Parties have (or the relevant Party, as applicable) consented in writing to such disclosure.

26 COUNTERPARTS

This Contract may be executed in one or more counterparts but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Contract when executed and delivered, but all the counterparts shall together constitute but one and the same instrument. This Contract may be delivered by facsimile or email, and signatures by facsimile or email scanned delivery shall create valid and binding obligations of the Party executing with the same force and effect as if such signature was an original thereof.

27 REPRESENTATIONS AND WARRANTIES

27.1 Each Party warrants that:

27.1.1 it is duly organized, validly existing and in good standing under the laws of the state of its incorporation;

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27.1.2 it has full power to enter into and perform this Contract; and
27.1.3 its entry into and performance of this Contract will not breach any indenture, agreement or other instrument to which it is a party or by which it is bound; and
27.1.4 neither it nor any of its subsidiaries is subject to any Sanctions; and
27.1.5 neither the execution, delivery, nor performance of this Contract will (A) result in the provision of any funds, goods, or services to a party in contravention of any Sanctions or (B) result in any other violation of any Sanctions.

28 ENTIRE AGREEMENT

28.1 This Contract constitutes the entire agreement between the Parties and supersedes all representations and prior agreements (both oral and written) in connection with the matters which are the subject of this Contract.
28.2 Each Party acknowledges and represents that it has not relied on or been induced to enter into this Contract by any representation, warranty or undertaking other than those expressly set out in this Contract. A Party is not liable to the other Parties for a representation, warranty or undertaking of whatsoever nature that is not expressly set out in this Contract.

29 SANCTIONS

29.1 Notwithstanding anything to the contrary elsewhere in the Contract:
29.1.1 No Party shall be obliged to perform any obligation otherwise required by the Contract (including, without limitation, an obligation to (a) perform, ship, accept, sell, purchase, pay or receive monies to, from, or through a person or entity, or (b) engage in any other acts) if the Party would be in violation of any applicable law or any Sanctions; and
29.1.2 Where any performance by a Party would be in violation of any applicable law or any Sanctions such Party (the "Affected Party") shall, as soon as reasonably practicable give written notice to the other Parties of its inability to perform. Once such notice has been given the Affected Party shall be entitled:
- 29.1.2.1 to immediately suspend the affected obligation (whether payment, performance or other acts) until such time as the Affected Party may lawfully discharge such obligation; and
- 29.1.2.2 without prejudice to any Party's rights to terminate this Contract under clause 17, such event will be regarded as an event of Force Majeure and such notice will be regarded as a Force Majeure Notice and the provisions of clause 11 will apply.

30 ANTI-BRIBERY AND CORRUPTION

Each Party has complied and shall comply with, and agrees, undertakes and warrants that it shall comply with, all applicable laws, statutes, decrees, rules and regulations and/or official government orders (as amended from time to time) imposed by or of the United States of America, the United Nations, the European Union, United Kingdom, Canada, Singapore or Switzerland and/or and any other countries' Laws applicable to any Party, relating to anti-bribery, anti-corruption and antimoney laundering ("ABC Laws").

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31 JOINT AND SEVERAL LIABILITY

31.1 The obligations of the Obligors under this Contract are joint and several.
31.2 If an Obligor defaults in the performance and discharge of its obligations and liabilities under this Contract, the Buyer shall, without the Buyer being obliged to first demand or enforce performance by the Seller, be entitled to require the other Obligors to perform or discharge such obligations in full and, upon the demand of the Buyer, the other Obligors shall perform and discharge such obligations in full, provided that as between the Obligors, the Obligor who is primarily responsible for an obligations under this Contract will discharge that obligation.

32 GOOD FAITH

32.1 Each of the Parties agrees that it will transact with each other in good faith at all times.
32.2 Each of the Parties agrees that it will co-operate with the reasonable requests of the financiers of any other Party provided that the cost of doing so will be met by the Party requesting such cooperation.

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IN WITNESS WHEREOF, the Parties hereto have entered into this Contract on the date stated at the beginning of it.

By:	[GUARANTOR]
	Name: Title:
[SELLER] By:
	Name: Title:
[BUYER]
By:
	Name: Title:

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SCHEDULE 1

Non-binding examples of Unit Deductions and Direct Costs are as follows:

Unit Deductions

First Annual period Unit Deduction: Year 1 = [**] of U3O8 flat to [**] % +/-0.05units for Product below/over [**]% U3O8.

Impurity Unit Deduction:

[**]

Treatment Charges

[**]

Other Expenses

[**]

Impurity Charges

Year 1 Impurity Charges:

AI assistant

Sprock-it Acquisitions Limited — M&A Activity 2026

48555_rns_2026-02-06_88620071-1b0a-47e1-b857-0bd77e9b8b08.pdf

U92 CORP. - and - [Redacted – Personal Information] - and - [Redacted – Personal Information] - and - [Redacted – Personal Information] SHARE PURCHASE AGREEMENT

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

AMONG

[Redacted – Personal Information], [Redacted – Personal Information] and [Redacted – Personal Information]

RECITALS

ARTICLE 1 INTERPRETATION

1.1 Definitions. In this Agreement:

"Governmental Authority" means:

"Permitted Liens" means:

1.6 Additional Rules of Interpretation.

EXHIBITS

ARTICLE 2 PURCHASE OF SHARES

2.6 Milestone Payments.

2.7 Corporation Liabilities Statement

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

(13) Taxes.

(14) Interest in Properties and Mineral Rights.

(15) Employment Matters.

(16) Environmental Matters.

ARTICLE 4 CLOSING ARRANGEMENTS

ARTICLE 5 CONDITIONS OF CLOSING

ARTICLE 6 INDEMNIFICATION

6.5 Time Limits for Delivery of Claim Notice for Breach of Representations and Warranties.

6.6 Monetary Limitations.

6.9 Third Party Claims.

ARTICLE 7 COVENANTS

7.1 Investigation. During the Interim Period:

7.2 Confidentiality.

7.3 Action by the Vendors During Interim Period.

7.4 Action by the Purchaser During Interim Period.

7.6 Inter-Company Transactions.

7.7 Preparation of Tax Returns.

7.8 Transaction Personal Information.

ARTICLE 8 TERMINATION

ARTICLE 9 GENERAL

9.3 Notices.

U92 CORP.

[Redacted – Personal Information]

[Redacted – Personal Information]

EXHIBIT A

SHARE OWNERSHIP

EXHIBIT B

CALCULATION OF DEFERRED SHARE CONSIDERATION

Note:

Example:

EXHIBIT C

NCR AGREEMENT

NET CONCENTRATE ROYALTY AGREEMENT

LIA (GUYANA) INC.

NET CONCENTRATE ROYALTY AGREEMENT

RECITALS

ARTICLE 1 DEFINITIONS

Section 1.1 Defined Terms.

Section 1.2 Rules of Interpretation.

ARTICLE 2 TERM

Section 2.1 Term.

ARTICLE 3 PROPERTY SUBJECT TO ROYALTY

Section 3.1 Property.

ARTICLE 4 ROYALTY

Section 4.1 Royalty.

Section 4.2 Calculation.

Section 4.3 Time and Manner; In-Kind or Cash Payment.

Section 4.4 Payment Accounting, Interim Settlements and Late Charges.

Section 4.5 Hedging Transactions: Futures; Options; and, Other Trading.

Section 4.6 Commingling.

Section 4.7 Buy Back.

(the "Buy Back Option Price").

ARTICLE 5 BOOKS; RECORDS; INSPECTIONS; CONFIDENTIALITY

Section 5.1 Books.

Section 5.2 Annual Report.

Section 5.3 Inspections.

Section 5.4 Confidentiality.

ARTICLE 6 REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 6.1 Representations and Warranties of the Operator.

Section 6.2 Obligations of Affiliates.

ARTICLE 7 COMPLIANCE WITH LAWS

Sprock-it Acquisitions Limited M&A Activity 2026