St. James Gold Corp.

Execution Version

AGENCY AGREEMENT

September 9, 2021

St. James Gold Corp. 704 – 595 Howe Street Vancouver, BC V6C 2T5

Attention: George Drazenovic, Chief Executive Officer

Dear Sir:

Canaccord Genuity Corp. (the “ Agent ”), as sole lead agent and sole bookrunner, understands that St. James Gold Corp. (the “ Corporation ”) proposes to issue and sell: (i) up to 931,667 units of the Corporation (the “ Common Units ”) at a price of $3.22 per Common Unit (the “ Common Unit Purchase Price ”); and (ii) up to 647,668 flow-through units of the Corporation (the “ FT Units ” and together with the Common Units, the “ Offered Units ”) at a price of $3.86 per FT Unit (the “ FT Unit Purchase Price ”), in any combination, for aggregate gross proceeds of up to $5,499,966.22, subject to the terms and conditions set out below. The Common Units and the units underlying the Corporate Finance Fee (as hereinafter defined) are collectively referred to herein as the “ Units ” and each, individually, a “ Unit ”. The offer and sale of the Offered Units, which for greater certainty shall include the Offered Units issued pursuant to the First Tranche Closing (as hereinafter defined), is referred to as the “ Offering ”.

Upon and subject to the terms and conditions set forth herein, the Corporation hereby appoints the Agent, and the Agent hereby agrees to act, as agent to the Corporation to effect the Offering on a “commercially reasonable efforts” private placement basis to Purchasers (as hereinafter defined) in the Canadian Offering Jurisdictions (as hereinafter defined) and in those jurisdictions outside of Canada consented to by the Corporation where the Offered Units may be lawfully sold pursuant to the terms and conditions hereof. Notwithstanding the foregoing, certain Purchasers have settled directly with the Corporation pursuant to the First Tranche Closing and will settle directly with the Corporation (the “ Direct Settlers ”) and the parties hereto acknowledge that the Agent shall not be required to conduct a suitability review in respect of the sale of any Offered Units issued to Direct Settlers and the indemnity set out in Section 10 of this Agreement shall apply in respect of such sales.

Each Common Unit will consist of one Common Share (as hereinafter defined) (each, a “ Unit Share ”) and one Common Share purchase warrant (each, a “ Warrant ”). Each Warrant shall entitle the holder thereof to purchase one Common Share (each, a “ Warrant Share ”) at a price of $4.18 at any time before 5:00 p.m. (Vancouver time) on the date that is 36 months following the issue date of such Warrants (the “ Expiry Time ”). The Warrants shall be duly and validly created and issued pursuant to, and governed by, a warrant indenture (each, a “ Warrant Indenture ” and collectively, the “ Warrant Indentures ”) dated as of the First Tranche Closing Date and the Closing Date, as applicable, to be entered into between Endeavor Trust Corporation (the “ Warrant Agent ”), in its capacity as warrant agent thereunder, and the Corporation. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants set forth in the applicable Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement (as hereinafter defined) and the terms of the Warrants as set forth in the applicable Warrant Indenture, the provisions of the applicable Warrant Indenture shall govern.

Each FT Unit will consist of one Common Share, issued on a flow-through basis (each, a “ FT Unit Share ”) and one Warrant, each of which will qualify as a “flow-through share” within the meaning of

subsection 66(15) of the Tax Act (as hereinafter defined). The Warrants partially comprising the FT Units will have the same terms and conditions as the Warrants partially comprising the Units.

The Agent shall be entitled to appoint a soliciting dealer group consisting of other registered dealers subject to agreement by the Corporation, acting reasonably (each, a “ Selling Firm ”) as its agents to assist in the Offering. Any fee payable to such dealer(s) shall be for the account of the Agent and shall be negotiated between the Agent and the Selling Firm(s) and no additional compensation shall be payable by the Corporation.

In consideration of the services to be rendered by the Agent hereunder, the Corporation shall pay to the Agent: (a) a cash commission (the “ Commission ”) in an amount equal to 6.0% of the gross proceeds of the Offering (excluding proceeds derived from the sale of Offered Units to any Direct Settlers); (b) a cash fee of $44,584 for advisory services provided to the Corporation in connection with the Offering (the “ Advisory Fee ” and together with the Commission, the “ Cash Compensation ”); and (c) a corporate finance work fee, payable in Units in an amount equal to that number of Offered Units that is equal to 2.0% of the total number of Offered Units issued pursuant to the Offering (the “ Corporate Finance Fee ”), other than those Units forming part of the Corporate Finance Fee. The obligation of the Corporation to pay the Cash Compensation and the Corporate Finance Fee shall arise at Closing and, other than as set out in the Acknowledgement and Consent, the Cash Compensation and the Corporate Finance Fee shall be fully earned by the Agent at the Closing Time. Payment of the Cash Compensation will be made by way of deduction from the aggregate gross proceeds of the Offering on the Closing Date derived from the sale of Offered Units to Purchasers who are not Direct Settlers, and shall be fully earned by the Agent at that time.

As additional compensation for the services to be rendered by the Agent hereunder, the Corporation will issue to the Agent (or any Selling Firm(s) engaged by the Agent in amounts as determined by the Agent): (a) that number of broker warrants (the “ Broker Warrants ”) as is equal to 6.0% of the number of Offered Units sold under the Offering (excluding Offered Units sold to any Direct Settlers); and (b) 11,730 advisory warrants (the “ Advisory Warrants ”). Each Broker Warrant and Advisory Warrant (together, the “ Compensation Warrants ”) will be exercisable to acquire one unit (each, a “ Compensation Unit ”), consisting of one Common Share (each, a “ Compensation Unit Share ”) and one Warrant (each, a “ Compensation Unit Warrant ”) at an exercise price equal to the Common Unit Purchase Price until 5:00 p.m. (Vancouver time) on the date that is 36 months following the Closing Date. Each Compensation Unit Warrant shall be exercisable to purchase one Common Share (each, a “ Compensation Unit Warrant Share ”) on the same terms and conditions applicable to the Warrants. The obligation of the Corporation to issue the Compensation Warrants shall arise at Closing and, other than as set out in the Acknowledgement and Consent, the Compensation Warrants shall be fully earned by the Agent at the Closing Time.

The parties acknowledge that none of the Units, the Unit Shares and Warrants comprising the Units, the FT Units, the FT Unit Shares and Warrants comprising the FT Units, the Warrant Shares, the Compensation Warrants, the Compensation Units, the Compensation Unit Shares, the Compensation Unit Warrants or the Compensation Unit Warrant Shares (collectively, the “ Securities ”) have been, nor will be, registered under the U.S. Securities Act (as hereinafter defined) or any state securities laws and may not be offered or sold in the United States (as hereinafter defined) or to, or for the account or benefit of, U.S. Persons (as hereinafter defined) and may only be offered and sold in the United States or to, or for the account or benefit of, any U.S. Person in transactions in accordance with the exemption from the registration requirements of the U.S. Securities Laws (as hereinafter defined) and exemptions under applicable state Securities Laws.

DEFINITIONS

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

“ Acknowledgement and Consent ” means the mutual acknowledgement and consent between the Corporation and the Agent dated August 26, 2021 pursuant to which, among other things, the Agent provided its consent to the Corporation to complete the First Tranche Closing;

“ Advisory Fee ” shall have the meaning ascribed to it above;

“ Advisory Warrant Certificate ” means the certificate representing the Advisory Warrants;

“ Advisory Warrants ” shall have the meaning ascribed to it above;

“ affiliate ”, “ associate ”, “ distribution ”, “ material change ”, “ material fact ” and “ misrepresentation ” shall have the respective meanings ascribed thereto in the Securities Act (Ontario);

“ Agent ” shall have the meaning ascribed to it above;

“ Agreement ” means the agency agreement resulting from the acceptance by the Corporation of the offer made by the Agent hereby, including all schedules hereto, as amended or supplemented from time to time;

“ Authorizations ” has the meaning ascribed thereto in subsection 3(b);

“ Broker Warrant ” shall have the meaning ascribed to it above;

“ Broker Warrant Certificate ” means the certificate representing the Broker Warrants;

“ Business Day ” means a day which is not a Saturday, Sunday or statutory or civic holiday in Toronto, Ontario or Vancouver, British Columbia;

“ Canadian Offering Jurisdictions ” means, collectively, each of the provinces and territories of Canada;

“ Cash Compensation ” shall have the meaning ascribed to it above;

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

“ Claim ” or “ Claims ” shall have the meaning ascribed thereto in subsection 10(a);

“ Closing ” means the issuance, delivery and sale of the Offered Units on the Closing Date in accordance with the terms and conditions of this Agreement;

“ Closing Date ” means September 9, 2021, or such other date on which the Closing shall occur, as agreed to by the Agent and the Corporation;

“ Closing Time ” means 10:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as agreed to between the Corporation and the Agent;

“ Closing Date Warrant Indenture ” means the Warrant Indenture to be entered into in respect of the Offering on the Closing Date provided for, among other things, the creation and issuance of the Warrants other than those Warrants issued on the First Tranche Closing Date;

“ Commission ” shall have the meaning ascribed to it above;

“ Common Shares ” means the common shares in the capital of the Corporation;

“ Common Unit Purchase Price ” shall have the meaning ascribed to it above;

“ Common Unit Purchasers ” means those Purchasers who have purchased Common Units;

“ Common Unit Subscription Agreements ” means, collectively, the agreements to be entered into between the Corporation and the Common Unit Purchasers on or prior to a Closing Date setting out the contractual relationship between the Corporation and the Purchasers in respect of the Units being purchased;

“ Common Units ” shall have the meaning ascribed to it above;

“ Compensation Unit ” shall have the meaning ascribed to it above;

“ Compensation Unit Share ” shall have the meaning ascribed to it above;

“ Compensation Unit Warrant ” shall have the meaning ascribed to it above;

“ Compensation Unit Warrant Certificate ” means the certificate representing the Compensation Unit Warrants;

“ Compensation Unit Warrant Share ” shall have the meaning ascribed to it above;

“ Compensation Warrant Certificates ” means, collectively, the Broker Warrant Certificate and the Advisory Warrant Certificate;

“ Compensation Warrants ” shall have the meaning ascribed to it above;

“ Corporate Finance Fee ” has the meaning ascribed to it above;

“ Corporation ” shall have the meaning ascribed to it above;

“ Corporation’s Auditors ” means Crowe MacKay LLP or such other firm of chartered accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation;

“ COVID-19 ” means the coronavirus disease 2019, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2);

“ CRA ” means the Canada Revenue Agency;

“ Debt Instrument ” means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability;

“ Direct Settlers ” shall have the meaning ascribed to it above;

“ Due Diligence Materials ” means the materials relating to the Corporation provided to the Agent and the Agent’s counsel in connection with this Offering since the date of the Engagement Letter to the Closing Date;

“ Employee Plans ” shall have the meaning ascribed thereto in subsection 3(ddd);

“ Engagement Letter ” means the letter agreement dated as of August 5, 2021, as amended on August 23, 2021, between the Corporation and the Agent, relating to the Offering;

“ Environmental Laws ” shall have the meaning ascribed thereto in subsection 3(y);

“ Expenditure Period ” means the period commencing on the Closing Date and ending on the earlier of: (i) the date on which the Flow-Through Commitment Amount has been fully expended in accordance with the terms of the Flow-Through Subscription Agreements; and (ii) the Termination Date;

“ Expiry Time ” shall have the meaning ascribed to it above;

“ Financial Statements ” means, collectively: (i) the audited consolidated financial statements of the Corporation for the years ended September 30, 2020 and 2019, together with the current auditor’s report and the predecessor auditor’s report, respectively, and the notes thereto; and (ii) the Corporation’s unaudited consolidated interim financial statements for the nine-month period ended June 30, 2021 and 2020;

“ First Tranche Closing ” means the issuance, delivery and sale of 54,084 Common Units and 532,390 FT Units to Direct Settlers on August 27, 2021 in accordance with the terms and conditions of the Engagement Letter and the Acknowledgement and Consent;

“ First Tranche Closing Date ” means the date of the First Tranche Closing, being August 27, 2021;

“ Florin ” means Florin Resources Inc., a corporation existing under the laws of the Province of British Columbia;

“ Florin Claims ” means 100% of the licenses and claims situated in the Mayo and Dawson Mining District in the Yukon Territory, for a landholding of 22,000 acres, which for greater certainty includes

permit number LQ000546 and all associated claims thereunder, all as described in the Florin Option Agreement;

“ Florin Option Agreement ” means the option agreement (including all schedules and appendices related thereto) between the Corporation and Florin dated April 1, 2021 and as amended on April 13, 2021, June 7, 2021, and June 25, 2021;

“ Florin Technical Report ” means the geological report entitled “Florin Gold Project NI 43-101 Technical Report” dated effective April 6, 2021 prepared by Ronald G. Simpson, P. Geo. and filed under the Corporation’s SEDAR profile at www.sedar.com;

“ Flow-Through Commitment Amount ” means the aggregate subscription price paid by the Purchasers on the Closing Date for the subscription of the FT Units;

“ Flow-Through Mining Expenditure ” or “ FTME ” means an expense that will, once renounced to the Flow-Through Purchasers, qualify as a “flow-through mining expenditure” (as defined in subsection 127(9) of the Tax Act) of the Flow-Through Purchaser, or where the Flow-Through Purchaser is a partnership, of the members of the Flow-Through Purchaser to the extent of their respective shares of the expenses so renounced;

“ Flow-Through Purchasers ” means those Purchasers that have purchased FT Units;

“ Flow-Through Subscription Agreements ” means, collectively, the agreements entered into between the Corporation and the Flow-Through Purchasers on or prior to the Closing Date setting out the contractual relationship between the Corporation and the Flow-Through Purchasers, in respect of the securities to be issued as “flow-through shares” as defined in subsection 66(15) of the Tax Act;

“ FT Unit ” has the meaning ascribed to it above;

“ FT Unit Purchase Price ” has the meaning ascribed to it above;

“ FT Unit Share ” has the meaning ascribed to it above;

“ Governmental Authority ” means any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any instrumentality, court, tribunal, arbitrator or arbitral body (public or private), any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority, including any self-regulatory authority, any Securities Regulator and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“ Grub Line Claims ” means 100% of the licenses and claims situated in the Gander Electoral District in the Province of Newfoundland and Labrador, for a landholding of 725 hectares, which for greater certainty includes license number 030816M and all associated claims thereunder, all as described in the Grub Line Option Agreement;

“ Grub Line Option Agreement ” means the option agreement (including all schedules and appendices related thereto) between the Corporation and HMF dated December 11, 2020, pursuant to which HMF granted the Corporation an option to purchase 100% of HMF’s interest in the Grub Line Claims;

“ Grub Line Technical Report ” means the geological report, entitled “Geological Report on the Grub Line Property” dated December 30, 2020 and updated April 1, 2021 prepared by Christopher Baldys, P. Eng. and Dean Fraser, P. Geo. and filed under the Corporation’s SEDAR profile at www.sedar.com;

“ HMF ” means Herb M. Froude, an individual residing in the Province of Newfoundland and Labrador;

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“ Indemnified Party ” or “ Indemnified Parties ” shall have the meaning ascribed thereto in subsection 10(a);

“ Intellectual Property ” means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever;

“ Investor Presentation ” means the investor presentation of the Corporation dated August 23, 2021, titled “Corporate Presentation – Florin Gold Project” prepared and delivered in connection with the Offering;

“ knowledge ” means, as it pertains to the Corporation the actual knowledge of George Drazenovic, Chief Executive Officer of the Corporation and Wu Zijian, Chief Financial Officer of the Corporation, as at the date of this Agreement, together with the knowledge which they would have had if they had conducted due inquiry into the relevant subject matter;

“ Laws ” means all laws, statutes, by-laws, rules, regulations, orders, decrees, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements of any Governmental Authority applicable to the Corporation;

“ Lock-Up Agreements ” has the meaning ascribed thereto in subsection 2(t) hereof;

“ Locked-Up Shareholders ” means, collectively, each of the Corporation’s directors and officers and certain shareholders as identified by the Agent, each of who shall enter into a Lock-Up Agreement;

“ Losses ” shall have the meaning ascribed thereto in subsection 10(a);

“ Material Adverse Effect ” means the effect resulting from any change (including a decision to implement such change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy or circumstance that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, financial condition, or results of operations of the Corporation, taken as a whole;

“ Material Agreement ” means any Debt Instrument, indenture, contract, commitment, agreement (written or oral), instrument, lease, joint operating agreement, option, joint venture agreement, including, but not limited to: (i) the Florin Option Agreement; (ii) the Grub Line Option Agreement; and (iii) the Quinn Lake Option Agreement, or other document, including license agreements, that is material to the

Corporation and to which the Corporation is a party or by which it is bound or where a violation, breach or default in performance thereof would have a Material Adverse Effect;

“ Mining Concessions ” means, collectively, the concessions comprising any and all of the mining claims related to: (i) the Florin Claims; (ii) the Grub Line Claims; and (iii) the Quinn Lake Claims;

“ Mining Option Agreements ” means, collectively: (i) the Florin Option Agreement; (ii) the Grub Line Option Agreement; and (iii) the Quinn Lake Option Agreement;

“ Mining Property ” or “ Mining Properties ” means either individually or collectively, the land on which the following are situated: (i) the Florin Claims; (ii) the Grub Line Claims; and (iii) the Quinn Lake Claims;

“ Mining Rights ” shall have the meaning ascribed thereto in subsection 3(ii);

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;

“ NI 45-102 ” means National Instrument 45-102 – Resale of Securities ;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions ;

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations;

“ notice ” has the meaning ascribed thereto in section 15;

“ Offer Date ” shall have the meaning ascribed thereto in section 14;

“ Offered Units ” has the meaning ascribed to it above;

“ Offering ” has the meaning ascribed to it above;

“ Optionors ” means, collectively, each of the parties to the Mining Option Agreements, other than the Corporation;

“ person ” shall mean any individual, company, corporation, partnership, limited partnership, joint venture, sole proprietorship, association, trust, trustee or other legal entity;

“ Prescribed Forms ” mean the forms prescribed from time to time under subsection 66(12.7) of the Tax Act or to be filed by the Corporation within the prescribed times renouncing to the Flow-Through Purchasers the Resource Expenses, and all parts or copies of such forms required by the CRA, to be delivered to the Flow-Through Purchasers;

“ Prescribed Relationship ” means a relationship between the Corporation and the Flow-Through Purchaser where the Flow-Through Purchaser and the Corporation are related or otherwise do not deal at arm’s length for purposes of the Tax Act;

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

“ Public Record ” means all information filed by or on behalf of the Corporation with the Alberta Securities Commission and the British Columbia Securities Commission since January 1, 2020, in compliance, or intended compliance, with Securities Laws and publicly available on SEDAR under the Corporation’s profile at www.sedar.com;

“ Purchasers ” means the persons who, as purchasers, acquire the Offered Units by duly completing, executing and delivering the Subscription Agreements;

“ Quinn Lake Claims ” means 100% of the licenses and claims situated in the Quinn Lake region in the Province of Newfoundland and Labrador, for a landholding of 700 hectares, which for greater certainty includes license numbers 023731M and 023685M and all associated claims thereunder, all as described in the Quinn Lake Option Agreement;

“ Quinn Lake Option Agreement ” means the option agreement (including all schedules and appendices related thereto) among the Corporation, Robert Snook, Alexander S. Duffit and HMF dated January 7, 2021, pursuant to the Corporation acquired an option to purchase the Quinn Lake Claims and filed under the Corporation’s SEDAR profile at www.sedar.com;

“ Quinn Lake Technical Report ” means the geological report entitled “Geological Report on the Quinn Lake Property” dated February 1, 2021 and updated March 29, 2021prepared by Christopher Baldys, P. Eng. and Dean Fraser, P. Geo.;

“ Regulation S ” means Regulation S as promulgated under the U.S. Securities Act;

“ Resource Expense ” means an expense which is a CEE, which will qualify as a FTME, and which is incurred on or after the Closing Date and on or before the Termination Date that may be renounced by the Corporation pursuant to subsections 66(12.6) or 66(12.66) of the Tax Act with an effective date not later than December 31, 2021 and in respect of which, but for the renunciation, the Corporation would be entitled to a deduction from income for income tax purposes;

“ ROFR Period ” shall have the meaning ascribed thereto in section 14;

“ Securities ” shall have the meaning ascribed to it above;

“ Securities Laws ” means, collectively, and, as the context may require, the applicable securities laws of each of the Canadian Offering Jurisdictions and the respective regulations and rules made under those securities laws together with all applicable policy statements, instruments, rules, blanket orders and rulings of the Securities Regulators and all discretionary orders or rulings, if any, of the Securities Regulators made in connection with the transactions contemplated by this Agreement together with applicable published policy statements of the Canadian Securities Administrators;

“ Securities Regulators ” means, collectively, the TSXV and the securities commissions or other securities regulatory authorities in the Canadian Offering Jurisdictions;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ Selling Firm ” shall have the meaning ascribed to it above;

“ Selling Jurisdictions ” means the Canadian Offering Jurisdictions and such other jurisdictions where Offered Units are sold and as may be agreed upon between the Corporation and the Agent;

“ Subscription Agreements ” means, collectively, the Common Unit Subscription Agreements and the FT Unit Subscription Agreements in the forms agreed to between the Corporation and the Agent to be entered into between the Purchasers and the Corporation in respect of the Offering;

“ Subsequent Mandate ” shall have the meaning ascribed thereto in section 14;

“ subsidiary ” has the meaning ascribed to such term in the Business Corporations Act (British Columbia);

“ Tax Act ” means the Income Tax Act (Canada), together with all regulations promulgated thereunder;

“ Taxes ” shall have the meaning ascribed thereto in subsection 3(o);

“ Technical Reports ” means collectively, the Florin Technical Report, the Grub Line Technical Report and the Quinn Lake Technical Report;

“ Termination Date ” means December 31, 2022;

“ Transaction Documents ” means, collectively, this Agreement, the Subscription Agreements, the Warrant Certificates, the Warrant Indentures and the Compensation Warrant Certificates;

“ Transfer Agent ” means Endeavor Trust Corporation;

“ TSXV ” means the TSX Venture Exchange;

“ U.S. Person ” means a U.S. person as that term is defined in Rule 902(k) of Regulation S;

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended;

“ U.S. Securities Laws ” means the United States federal securities laws, including, without limitation, the U.S. Securities Act and the U.S. Exchange Act and the rules and regulations promulgated thereunder and as may be amended from time to time, and applicable state securities laws;

“ United States ” means the United States of America, its territories and possessions and any State of the United States;

“ Unit ” or “ Units ” shall have the meaning ascribed to it above;

“ Unit Share ” shall have the meaning ascribed to it above;

“ Warrant ” shall have the meaning ascribed to it above;

“ Warrant Agent ” shall have the meaning ascribed to it above;

“ Warrant Certificates ” means the certificates evidencing the Warrants, if any Warrants are issued in certificated form;

“ Warrant Indenture ” and “ Warrant Indentures ” shall have the meanings ascribed to such terms above; and

“ Warrant Share ” shall have the meaning ascribed to it above.

TERMS AND CONDITIONS

(a) Sale on Exempt Basis. The Agent shall use commercially reasonable efforts to arrange for the purchase of Offered Units:
(i) in the Canadian Offering Jurisdictions on a private placement basis in compliance with applicable Securities Laws; and
(ii) in such other jurisdictions as may be agreed upon between the Corporation and the Agent, on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.

(b) Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation in connection with the purchase and sale of the Offered Units so that the distribution of the Offered Units on the terms and conditions set forth herein may lawfully occur without the necessity of filing a prospectus or offering memorandum (other than the Investor Presentation) in Canada, the United States or elsewhere or a comparable document in any other jurisdiction (but on terms that will permit the Offered Units acquired by the Purchasers in the Canadian Offering Jurisdictions to be sold by such Purchasers in the Canadian Offering Jurisdictions subject to, and in compliance with, applicable hold periods and other restrictions under applicable Securities Laws). The Agent undertakes to use commercially reasonable efforts to cause Purchasers to complete and deliver to the Corporation any forms required by applicable Securities Laws and the TSXV in connection with the Offering. All fees payable in connection with such filings under applicable Securities Laws shall be at the expense of the Corporation.

(c) No Offering Memorandum. Neither the Corporation nor the Agent shall: (i) other than the Investor Presentation, provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Units, including causing the sale of the Offered Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Units whose attendees have been invited by general solicitation or advertising.

Covenants. The Corporation hereby covenants to the Agent and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the Offering, that the Corporation shall:

(a) allow the Agent and its respective representatives to conduct all due diligence regarding the Corporation which the Agent may reasonably require to be conducted prior to the Closing Date in order to fulfill their obligations as Agent;
(b) commencing on the date hereof and continuing until the date that is 36 months following the Closing Date, use commercially reasonable efforts to maintain its status as a “reporting issuer” under the Securities Laws of the Provinces of Alberta and British Columbia not in default of any requirement of such Securities Laws, provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be a “reporting issuer” so long as: (i) the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States or cash; or (ii) the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the TSXV (or such other applicable stock exchange upon which its Common Shares are listed or quoted);
(c) commencing on the date hereof and continuing until the date that is 36 months following the Closing Date, use commercially reasonable efforts to maintain the listing of the Common Shares on the TSXV or other recognized stock exchange or quotation system, provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Common Shares ceasing to be listed so long as: (i) the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States or cash; or (ii) the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the TSXV (or such other applicable stock exchange upon which its Common Shares are listed or quoted);
(d) duly execute and deliver the Subscription Agreements (which have been accepted by the Corporation and duly completed and executed by the Purchasers), the Warrant Indentures, any certificates representing the Unit Shares and the Warrants comprising the Units and any certificates representing the FT Unit Shares and Warrants comprising the FT Units at or before the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation at or prior to the Closing Time;
(e) from the date hereof until 90 days following the Closing Date, not issue any Common Shares or securities convertible into, exchangeable for or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation without the prior written consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed, except in conjunction with: (i) the grant or exercise of stock options and other similar issuances pursuant to incentive plans of the Corporation and other share compensation arrangements in effect as of the Closing Date; (ii) the exercise of warrants, options or convertible securities of the Corporation outstanding on the Closing Date, including, the convertible securities issued pursuant to this Agreement; (iii) obligations in respect of agreements existing on the Closing Date; and (iv) the issuance of securities in connection with asset and share acquisitions in the normal course of business;
(f) use commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 7;
(g) ensure that, at the Closing Time, the Unit Shares partially comprising the Units shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;

(h) ensure that, at the Closing Time, the FT Unit Shares partially comprising the FT Units shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(i) ensure that, at the Closing Time, the Warrants and the Compensation Warrants shall be validly created and issued and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement, the Subscription Agreements, the applicable Warrant Indenture, the Warrant Certificates and the Compensation Warrant Certificates, as applicable;
(j) ensure that, at all times prior to the expiry of the Warrants, a sufficient number of Warrant Shares are allotted and reserved for issuance upon the due exercise of the Warrants in accordance with their terms;
(k) ensure that, at all times prior to the expiry of the Compensation Warrants, a sufficient number of Compensation Unit Warrants shall be authorized, validly created and reserved for issuance upon the exercise of the Compensation Warrants and shall have attributes corresponding in all material respects to the description set forth in this Agreement, the Closing Date Warrant Indenture and the Compensation Unit Warrant Certificates;
(l) ensure that (i) at all times prior to the expiry of the Compensation Warrants a sufficient number of Compensation Unit Shares are allotted and reserved for issuance upon the exercise of the Compensation Warrants in accordance with their terms; and (ii) at all times prior to the expiry of the Compensation Unit Warrants (whether or not issued), a sufficient number of Compensation Unit Warrant Shares are allotted and reserved for issuance upon the due exercise of the Compensation Unit Warrants in accordance with their terms;
(m) ensure that the Warrant Shares, Compensation Unit Shares and Compensation Unit Warrant Shares, upon the issuance thereof, shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(n) ensure that, upon their respective dates of issuance, the Unit Shares, the FT Unit Shares, the Warrant Shares, the Compensation Unit Shares and the Compensation Unit Warrant Shares are listed and posted for trading on the TSXV or such other recognized stock exchange on which the Common Shares are then listed;
(o) duly appoint the Warrant Agent as the agent under the Warrant Indentures at or prior to the Closing Time;
(p) subject to applicable law, obtain the prior approval of the Agent, acting reasonably, as to the content and form of any press release relating to the Offering;
(q) use its commercially reasonable efforts (including, without limitation, making application to the Securities Regulators for all consents, orders and approvals necessary) to ensure that the Securities will not be subject to any Canadian statutory restricted period (subject to any control person distribution restrictions) applicable to the holders thereof beyond four months and one day following the Closing Date pursuant to NI 45-102;
(r) not take any action nor will take any action that would cause the exemptions from the prospectus requirements afforded by the Securities Laws to be unavailable for offers and sales of the Offered

Units pursuant to this Agreement or for the exercise of the Warrants, the Compensation Warrants and the Compensation Unit Warrants;

(s) file with the applicable Securities Regulators the Investor Presentation in accordance with the requirements of applicable Securities Laws;
(t) contemporaneously with the completion of the Closing, cause each of the Locked-Up Shareholders to execute lock-up agreements (the “ Lock-Up Agreements ”) in favour of the Agent, in form and substance acceptable to the Agent;
(u) use the net proceeds from the sale of the Offered Units: (i) to conduct drilling activities on the property relating to the Florin Claims; (ii) for exploration activities on the properties relating to the Grub Line Claims and the Quinn Lake Claims; and (iii) for general corporate purposes and working capital;
(v) the Corporation shall incur (or be deemed to have incurred) Resource Expenses in an amount equal to the Flow-Through Commitment Amount during the Expenditure Period in accordance with this Agreement and the Flow-Through Subscription Agreements and shall renounce to the Flow-Through Purchasers, with an effective date of no later than the December 31, 2021, pursuant to subsection 66(12.6) or 66(12.66) of the Tax Act, Resource Expenses incurred (or deemed to be incurred) by the Corporation during the Expenditure Period, in an amount equal to the Flow-Through Commitment Amount;
(w) unless required to do so pursuant to subsection 66(12.73) of the Tax Act, the Corporation shall not reduce the amount renounced to the Flow-Through Purchasers pursuant to subsection 66(12.6) or 66(12.66) of the Tax Act;
(x) if the Corporation receives, or becomes entitled to receive, or may reasonably be expected to receive, any assistance which is described in the definition of “assistance” in subsection 66(15) of the Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of either reducing the amount of Resource Expenses validly renounced to the Flow-Through Purchasers to an amount less than the Flow-Through Commitment Amount, the Corporation will incur (or be deemed to have incurred) additional Resource Expenses using funds from sources other than the Flow-Through Commitment Amount in an amount equal to such assistance, such that the aggregate Resource Expenses renounced to the Flow-Through Purchasers effective no later than December 31, 2021, pursuant to the terms of this Agreement and the Flow-Through Subscription Agreements will not be less than the Flow-Through Commitment Amount;
(y) the Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expenses to the Flow-Through Purchasers in an amount equal to the Flow-Through Commitment Amount and shall notify Flow-Through Purchasers in the event it becomes aware of or is informed of an issue in relation to the ability to renounce such Resource Expenses;
(z) if the Corporation does not renounce to the Flow-Through Purchasers effective on or before December 31, 2021, and incur on or after the Closing Date and on or before the Termination Date, Resource Expenses equal to the Flow-Through Commitment Amount, the Corporation shall indemnify and hold harmless the Flow-Through Purchasers and each of the partners thereof if any of the Flow-Through Purchasers is a partnership or a limited partnership (for the purposes of this paragraph each an “ Indemnified Person ”) as to, and pay to the Indemnified Person on or before

the 20th Business Day following the Termination Date, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. If the CRA (or any similar provincial tax authority) reduces the amount renounced by the Corporation to the Flow-Through Purchasers pursuant to subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation), the Corporation shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person on or before the 20th Business Day following the date of such reduction, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse, rights or remedies the Flow-Through Purchasers may have against the Corporation. For certainty, this indemnity shall have no force or effect and the Flow-Through Purchasers shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the FT Unit Shares to be “prescribed shares” or the Warrants underlying the FT Units to be “prescribed rights” within the meaning of section 6202.1 of the regulations to the Tax Act;

(aa) the Corporation shall file with the CRA and with any applicable provincial tax authority within the time prescribed by subsection 66(12.68) of the Tax Act and the applicable provisions of provincial law, the forms prescribed by such legislation together with a copy of the FlowThrough Subscription Agreements or any “selling instrument” contemplated by such legislation and shall forthwith following such filings provide to the Flow-Through Purchasers a copy of such forms;
(bb) the Corporation shall timely file with the CRA and with any applicable provincial tax authority any return required to be filed under Part XII.6 of the Tax Act (or any corresponding provision of applicable provincial law) in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis;
(cc) the Corporation shall deliver to the Flow-Through Purchasers, before March 1, 2022, the relevant Prescribed Forms (including form T101), fully completed and executed, renouncing to the FlowThrough Purchasers, Resource Expenses in an amount equal to the Flow-Through Commitment Amount with an effective date of no later than December 31, 2021, and such delivery shall constitute the authorization of the Corporation to the Flow-Through Purchasers to file such Prescribed Forms with the relevant taxation authorities;
(dd) the Corporation shall keep proper and complete books, records and accounts in accordance with generally accepted accounting principles showing true and accurate records of all Resource Expenses and charges and make such books, records and accounts available for inspection and audit by or on behalf of a Flow-Through Purchaser, the CRA or any Governmental Authority upon request;
(ee) the Corporation shall incur and renounce Resource Expenses pursuant to the Flow-Through Subscription Agreements before incurring and renouncing Resource Expenses pursuant to any other agreement which the Corporation may subsequently enter into after the Closing Date with any person with respect to the issue of shares which are “flow-through shares” as defined in subsection 66(15) of the Tax Act. If the Corporation is required under the Tax Act or otherwise to reduce Resource Expenses previously renounced to the Flow-Through Purchasers, and unless the Flow-Through Purchasers are not adversely affected or otherwise agree, the reduction shall be

made pro rata by the number of FT Units purchased only after it has first reduced to the extent possible all Resource Expenses renounced to persons (other than the Flow-Through Purchasers) under any agreements relating to shares which are “flow-through shares” as defined in subsection 66(15) of the Tax Act entered into after the Closing Date;

(ff) the Corporation shall not reduce the amount renounced to a Flow-Through Purchaser pursuant to subsection 66(12.73) of the Tax Act; and
(gg) the Corporation shall not enter into any other agreement which would prevent or restrict its ability to renounce Resource Expenses to the Flow-Through Purchasers in the amount of the FlowThrough Commitment Amount.
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the Offering, that:
(a) the Corporation has been duly incorporated and is validly existing under the laws of its jurisdiction of incorporation and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Corporation;
(b) the Corporation has the requisite corporate power and authority and is duly qualified to carry on its business as now conducted in each jurisdiction where the conduct of its business or the ownership, leasing or operation of its properties and assets requires such qualification and except as disclosed in the Public Record, the Corporation possesses all material certificates, authorizations, permits, licenses, approvals, consents, registrations and other authorizations (collectively, “ Authorizations ”) issued by the appropriate Governmental Authority necessary (and has not received or is not aware of any modification or revocation to such Authorizations) to conduct its business and to own, lease or operate its properties and assets, including in respect of its interest in the Mining Properties, and all such Authorizations are valid and subsisting and in good standing and no proceeding has been threatened or, to the knowledge of the Corporation, is pending to revoke or limit any such Authorizations and the Corporation has all requisite corporate power and authority to enter into the Transaction Documents and the Compensation Unit Warrant Certificates and to carry out its obligations hereunder and thereunder;
(c) the Corporation has no direct or indirect subsidiaries or any investment or proposed investment in any person;
(d) at the Closing Time, all consents, approvals or conditional approvals, permits, authorizations or filings as may be required under Securities Laws and the rules, policies and regulations of the TSXV necessary for the execution and delivery of the Transaction Documents and the Compensation Unit Warrant Certificates and the consummation of the transactions contemplated hereby and thereby will have been made or obtained, as applicable, subject to the conditions contained in a letter of the TSXV dated August 24, 2021 in connection with the conditional acceptance of the Offering;
(e) at the Closing Time, all necessary corporate action will have been taken by the Corporation to allot and authorize the issuance of the Unit Shares and the FT Unit Shares and, when issued and delivered by the Corporation pursuant to the terms hereof, the Unit Shares and the FT Unit Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;

(f) at the Closing Time, all necessary corporate action will have been taken by the Corporation to create and issue the Warrants and to allot, authorize and reserve for issuance the Warrant Shares issuable upon exercise of the Warrants and, upon the due exercise of the Warrants, the Warrant Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;
(g) at the Closing Time, all necessary corporate action will have been taken by the Corporation to validly create and issue the Compensation Warrants, to create the Compensation Unit Warrants and to allot, authorize and reserve for issuance the Compensation Unit Shares and Compensation Unit Warrants issuable upon exercise of the Compensation Warrants and the Compensation Unit Warrant Shares issuable upon exercise of the Compensation Unit Warrants, and upon the issuance thereof, the Compensation Unit Shares and Compensation Unit Warrant Shares will be issued as fully paid and non-assessable shares in the capital of the Corporation and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;
(h) at the Closing Time, each of the Transaction Documents and the Compensation Unit Warrant Certificates shall have been duly authorized and each of the Transaction Documents shall have been duly executed and delivered by the Corporation and upon the execution and delivery of each Transaction Document and the Compensation Unit Warrant Certificates, each such Transaction Document and the Compensation Unit Warrant Certificates shall constitute a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law;
(i) the execution and delivery of the Transaction Documents and the Compensation Unit Warrant Certificates, the performance by the Corporation of its obligations hereunder or thereunder, including the issue and sale of the Securities in accordance with their respective terms and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to the Corporation, including applicable Securities Laws including the rules, policies and regulations of the TSXV; (ii) the constating documents or resolutions of the board of directors or shareholders of the Corporation which are in effect at the date hereof; (iii) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation is a party or by which it is bound; or (iv) any judgment, decree, order, rule, law or regulation binding the Corporation or the property or assets of the Corporation or the Mining Concessions or Mining Properties;
(j) the Securities will not be subject to a Canadian restricted period or to a statutory hold period under the Securities Laws which extends beyond four months and one day after the Closing Date, subject to the conditions set forth in Section 2.5 of NI 45-102;
(k) other than the Florin Option Agreement, the Corporation has not approved or entered into any agreement in respect of, or received any written notice with respect to: (i) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any

material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise; (ii) the change of control of the Corporation (whether by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or otherwise); or (iii) to the knowledge of the Corporation, a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares;

(l) the Financial Statements have been prepared in accordance with IFRS consistently applied throughout the periods referred to therein and present fairly, in all material respects, the financial condition (including the assets and liabilities, whether absolute, contingent, accrued or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and there has been no change in accounting policies or practices of the Corporation since September 30, 2020;
(m) the Corporation is in compliance in all material respects with all timely and continuous disclosure obligations under applicable Securities Laws and the policies, rules and regulations of the TSXV and, without limiting the generality of the foregoing, there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, results of operations, assets, liabilities (contingent or otherwise) or capital or financial condition of the Corporation on a consolidated basis since September 30, 2020 which has not been publicly disclosed and all the statements set forth in the Public Record were true, correct and complete, in all material respects, and did not contain any misrepresentation as of the date of such statements and the Corporation has not filed any confidential material change reports since the date of such statements which remain confidential as of the date hereof;
(n) since September 30, 2020: (i) there has been no material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation to the date of this Agreement except as has been disclosed in the Public Record, and (ii) no transactions have been entered into by the Corporation that are material to the Corporation other than in the ordinary course of business, except as has been disclosed in the Public Record;
(o) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, customs duties and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable or required to be collected or withheld and remitted by the Corporation have been paid, collected or withheld and remitted as applicable except where the failure to pay, collect, withhold or remit such Taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities, except where the failure to file would not have a Material Adverse Effect and all such filed returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading or have a Material Adverse Effect. To the knowledge of the Corporation, no examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation;

(p) the Corporation has established on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the assets of the Corporation that are material, and there are no audits pending of the tax returns of the Corporation (whether federal, state, provincial, local or foreign) and, there are no claims which have been or to the knowledge of the Corporation may be asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any Governmental Authority of any deficiency that would have a Material Adverse Effect;
(q) the Corporation’s Auditors and the former auditors of the Corporation who audited the applicable Financial Statements and who provided their audit report thereon are independent public accountants as required under applicable Securities Laws;
(r) there has been no “reportable event” (within the meaning of NI 51-102) between the Corporation and the Corporation’s Auditors or the former auditors of the Corporation during the last three years;
(s) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets;
(t) no holder of outstanding securities of the Corporation is entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation (including pursuant to the Offering);
(u) at the Closing Time, no rights to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation will be outstanding and no person has any agreement, option, right or privilege (contractual or otherwise) capable of becoming an agreement for the purchase or acquisition of any interest in the shares or other securities of the Corporation, other than (i) outstanding stock options issued under the Corporation’s stock option plan dated December 17, 2018 to acquire up to 1,674,746 Common Shares; (ii) outstanding warrants to acquire up to 1,229,153 Common Shares; and (iii) rights to acquire Common Shares pursuant to the terms and subject to the conditions of each of the Mining Option Agreements as disclosed in the Public Record;
(v) no legal or governmental proceedings or inquiries by any Governmental Authority are pending to which the Corporation is a party or to which its property and assets, including to the knowledge of the Corporation, its interest in the Mining Properties, is subject that would result in the revocation or modification of any Authorization, including the Mining Concessions, necessary to conduct the business of Corporation as currently conducted which, if the subject of an unfavourable decision, ruling or finding would have a Material Adverse Effect, and no such proceedings have been threatened against or, to the knowledge of the Corporation, are contemplated with respect to the Corporation or its properties and assets, including the Mining Properties, or with respect to any Authorizations, including the Mining Concessions;
(w) the Corporation has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business (including all applicable federal, provincial, municipal and local environmental, anti-pollution and licensing Laws, including Environmental Laws and relevant exploration and exploitation permits and concessions) and the Corporation has not received a notice of non-compliance, nor knows of, nor

has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Laws which would have a Material Adverse Effect;

(x) to the knowledge of the Corporation:
(i) each of the Optionors possess all Authorizations issued by the appropriate Governmental Authority necessary to carry on its business in respect of the applicable Mining Concessions and Mining Properties, and all such Authorizations are valid and subsisting and in good standing; and
(ii) there are no legal or governmental proceedings or inquiries by any Governmental Authority pending to which an Optionor is a party or to which the applicable Mining Concessions and Mining Properties are subject that would result in the revocation or modification of any Authorization;
(y) the Corporation is not aware of any pending or contemplated change to any applicable Law or governmental position that would materially adversely affect the business of the Corporation as currently conducted or contemplated to be conducted or the business or legal environment under which the Corporation operates;
(z) to the knowledge of the Corporation, the Mining Properties are as of the date hereof free and clear of any hazardous or toxic material, pollution, or other adverse environmental conditions which may reasonably be expected to give rise to claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, costs, disbursement or expenses of any kind or of any nature whatsoever against the Corporation or an Optionor arising out of, based on or resulting from: (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Mining Properties and/or emanating or migrating and/or threatening to emanate or migrate from the Mining Properties to off-site properties; (ii) physical disturbance of the environment; and (iii) the violation or alleged violation of all applicable Laws aimed at reclamation or restoration of the Mining Properties; abatement of pollution; protection of the environment, protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural and historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including ambient air, surface water and groundwater; and all other applicable laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes (collectively, “ Environmental Laws ”). All environmental approvals required pursuant to Environmental Laws with respect to activities carried out by the Corporation on any part of the lands covered by the Mining Properties, have been obtained, are valid and in full force and effect and have been complied with and there are no proceedings commenced or, to the knowledge of the Corporation, threatened to revoke or amend any such environmental approvals;
(aa) to the Corporation’s knowledge, there are no material orders or directions from any Governmental Authority relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or the Mining Properties, nor has the Corporation received notice of any of the same;
(bb) to the Corporation’s knowledge, there are no environmental audits relating to the Mining Properties;

(cc) upon satisfaction of the terms and conditions set forth in the Mining Option Agreements, the Corporation will have good registered and marketable title to the Mining Properties as described in the respective Mining Option Agreement, and, except as described in the Public Record and the Mining Option Agreements, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and property rights (including access rights) as are necessary for the conduct of the business of the Corporation as contemplated to be conducted on the Mining Properties;
(dd) other than material properties or assets in which the Corporation is in the process of earning an interest, the Corporation is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material property or assets as described in the Public Record, and except as disclosed in the Public Record, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no other property rights are necessary for the conduct of the business of the Corporation as currently conducted, the Corporation does not know of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights and, except as disclosed in the Public Record, the Corporation has no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;
(ee) to the Corporation’s knowledge, each Optionor, hold either freehold title, mining leases, including the applicable Mining Concessions, mining claims, mining and exploration licenses, property leases, or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which the Mining Properties are located (collectively, the “ Mining Rights ”) in respect of the deposits, ore bodies and minerals located at the Mining Properties under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, including but not limited to the Material Agreements, sufficient to permit the Corporation or the applicable Optionor to explore for minerals, free and clear of any liens, charges or encumbrances, and all property, leases, claims or licenses in which the Corporation or an Optionor has any interest or right have been validly located and recorded in material compliance with all applicable laws and are valid and subsisting, with only such exceptions as do not materially interfere with the current use made by the Corporation or the Optionor of the rights or interest so held; the Corporation, or to the knowledge of the Corporation, each Optionor, has all the necessary surface rights, access rights and other necessary rights and interest relating to the Mining Properties granting the Corporation or such Optionor the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of their respective rights and interests therein, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto, including but not limited to referred to above are currently in good standing in the name of the Corporation or, to the knowledge of the Corporation, an Optionor. The Mining Rights in respect of the Mining Properties as disclosed in the Public Record constitute a complete description of all material Mining Rights held by the Corporation and the Optionors in respect of the Mining Properties and the Corporation does not hold any Mining Rights other than those Mining Rights in respect of the Mining Properties;
(ff) the Material Agreements are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof and the Corporation is not in default and, to the knowledge of the Corporation, none of the other parties thereto are in default, of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. Except as disclosed in the Public Record, none of the Mining

Properties (or, as may be applicable, any of the Mining Option Agreements) are subject to any right of first refusal or purchase or acquisition rights;

(gg) the Corporation has no reason to believe that any of the representations and warranties made by an Optionor to the Corporation in any of the Mining Option Agreements were untrue, inaccurate, misleading or contain any misrepresentations (including any misrepresentations by omission) at the time they were made or deemed to have been made or have subsequently become so;
(hh) with respect to the Mining Properties, the Corporation has conducted or caused to be conducted on its behalf by its legal, financial and other expert advisors a level of due diligence that is customary for transactions in the nature of the acquisition of an interest in each of the Mining Properties;
(ii) all the Mining Rights on the Mining Properties are in good standing and the Corporation, or to the best of its knowledge the Optionors, have incurred the minimum exploration expenditures and payment obligations in respect thereof in order to keep such rights in good standing and there are no liens or encumbrances registered or outstanding against the interests therein or the rights related thereto, except as so registered in the applicable governmental registry, and to the knowledge of the Corporation;
(jj) to the knowledge of the Corporation, there are no claims with respect to aboriginal rights pending or threatened, with respect to the Mining Properties that would have Material Adverse Effect;
(kk) to the knowledge of the Corporation, all past exploration activities on the Mining Properties have been conducted in all respects in accordance with good mining exploration and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with;
(ll) the Corporation is in compliance in all material respects with NI 43-101 in connection with the disclosure of scientific or technical information made by the Corporation concerning each Mining Property and each of the Technical Reports comply with NI 43-101 in all material respects;
(mm) the Corporation has duly filed with the applicable regulatory authorities in compliance in all material respects with Securities Laws all reports required by NI 43-101, including the Technical Reports and all such reports were prepared in accordance with the requirements of NI 43-101 and, other than as disclosed in subsequent reports, there has been no change to the information set out in each such report of which the Corporation is aware that would disaffirm any aspect of such report in a materially adverse manner or since the filing of the Technical Reports, no event or change has occurred that would require the Corporation to file any further, updated technical reports pursuant to NI 43-101;
(nn) all information requested by the authors of the Technical Reports was made available to them, prior to the issuance of such report, for the purpose of preparing such report, which information did not contain any material misrepresentation at the time such information was so provided;
(oo) since September 30, 2020, the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of the Common Shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities;

(pp) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as at the close of business on September 8, 2021, 21,577,036 Common Shares were issued and outstanding and all of the issued and outstanding Common Shares have been duly and validly issued as fully paid and non-assessable, none of the outstanding Common Shares were issued in violation of any pre-emptive or similar rights of any securityholder of the Corporation;
(qq) the Corporation is a “reporting issuer” under the Securities Laws of the Provinces of British Columbia and Alberta and it is not in default of any requirement of applicable Securities Laws, and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Securities Regulators in such jurisdictions;
(rr) the Common Shares are listed and posted for trading on the TSXV, the OTCQB and Frankfurt Stock Exchange;
(ss) all information which has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and either publicly disclosed or provided to the Agent, including all financial, marketing, sales and operational information provided to the Agent, is, as of the date of such information, true and correct, in all material respects, and no fact or facts have been omitted therefrom which would make such information misleading;
(tt) the statements set forth in the Investor Presentation in relation to the Offering and the Corporation are true and correct in all material respects and do not contain any misrepresentation;
(uu) no material fact has been omitted from the Investor Presentation that is required to be stated in the document or is necessary to make the statements made therein in relation to the Offering and the Corporation not misleading in light of the circumstances in which they were made;
(vv) the Investor Presentation complies in all material respects with applicable Securities Laws;
(ww) no union has been accredited or otherwise designated to represent any employees of the Corporation and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the facilities of the Corporation and none is currently being negotiated by the Corporation;
(xx) there has not been in the last two years and there is not currently, or any reasonably foreseeable, any labour conflict involving the Corporation which could have a Material Adverse Effect;
(yy) the Public Record discloses, to the extent required by applicable Securities Laws, each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation or for the benefit of any current or former director, officer, employee or consultant of the Corporation (the “ Employee Plans ”), each of which have been maintained in all material respects with its terms and with the requirements prescribed by any and all Laws that are applicable to such Employee Plan;

(zz) the Corporation is in compliance in all material respects with all Laws respecting employment and employment practices, terms and conditions of employment, occupational health and safety, pay equity and wages and has not and is not engaged in any unfair labour practice;
(aaa) none of the directors, officers or employees of the Corporation, any person who owns, directly or indirectly, more than 10% of any class of securities of the Corporation or securities of any person exchangeable for more than 10% of any class of securities of the Corporation, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Corporation which, as the case may be, materially affects, is material to or would reasonably be expected to materially affect the Corporation,;
(bbb) Endeavor Trust Corporation, at its principal offices in Vancouver, British Columbia has been duly appointed as transfer agent and registrar for the Common Shares and will be appointed as warrant agent under the Closing Date Warrant Indenture at the Closing Time;
(ccc) other than the Agent and the Selling Firm(s), if any, and as agreed in the Acknowledgement and Consent, there is no person acting or, to the Corporation’s knowledge, purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage, agency, finder’s fee or similar fee in connection with the Offering;
(ddd) the Corporation is not party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation;
(eee) except as disclosed in the Public Record, the Corporation is not party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any material Debt Instrument other than in the ordinary course of business and the Corporation has not made any loans to or guaranteed the obligations of any person, other than inter-corporate loans or guarantees;
(fff) the Corporation is not (i) in violation of its constating documents; or (ii) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any Material Agreement, except in the case of clause (ii) for any such violations or defaults that would not result in a Material Adverse Effect;
(ggg) the minute books and records of the Corporation which the Corporation has made available to the Agent in connection with its due diligence investigation of the Corporation for the period from inception to the date of examination thereof, are all of the minute books and corporate records of the Corporation for such period and contain copies of all material proceedings (or certified copies thereof) of the shareholders, the board of directors and all committees of the board of directors of the Corporation to the date of review of such corporate minute books and records. There have been no other material meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Corporation during such period not reflected in such minute books and other records, except for certain resolutions relating to the Offering, copies of which will be delivered at Closing;
(hhh) the Corporation does not own any real property or occupy any premises as tenant;
(iii) there are no actions, suits, judgments, investigations, proceedings or inquiries pending or threatened to the knowledge of the Corporation, against or affecting the Corporation or its material property, including the Mining Properties, or assets or its directors, officers or employees, in their capacity as such director, officer or employee, as applicable, at law or in

equity or before or by any Governmental Authority, court, commission, board, bureau, agency or instrumentality and, to the knowledge of the Corporation, there is no reasonable basis therefor, and the Corporation is not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which, either separately or in the aggregate, could reasonably be expected to have a Material Adverse Effect or would adversely affect the ability of the Corporation to perform its obligations under the Transaction Documents and Compensation Unit Warrant Certificates;

(jjj) there are no judgments against the Corporation which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation or its material properties or assets is subject;
(kkk) the Corporation owns or has the right to use all of the Intellectual Property that is material to the Corporation and is owned or used by its business as of the date hereof. All registrations, if any, and filings necessary to preserve the rights of the Corporation in such Intellectual Property have been made and are in good standing, The Corporation has no pending action or proceeding nor any threatened action or proceeding, against any person with respect to the use of such Intellectual Property and there are no circumstances which cast doubt on the validity or enforceability of such Intellectual Property owned or used by the Corporation. The conduct of the business of the Corporation does not, to the knowledge of the Corporation, infringe upon the Intellectual Property rights of any other person. The Corporation has no pending action or proceeding, nor, to the knowledge of the Corporation, is there any threatened action or proceeding against them with respect to the Corporation’s use of such Intellectual Property;
(lll) to the Corporation’s knowledge, there is no Intellectual Property, other than the Intellectual Property which the Corporation owns and licenses, that is required to permit the Corporation to substantially carry on its present business, and the Corporation has no knowledge of any Intellectual Property owned by another person that is required to permit the Corporation to substantially carry on its business and to which the Corporation knows it cannot obtain a license;
(mmm) no order, ruling or determination having the effect of suspending the sale or ceasing or suspending trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are, to the knowledge of the Corporation, pending, contemplated or threatened by any regulatory authority;
(nnn) all necessary notices and filings have been made with, and all necessary consents, approvals and authorizations obtained by the Corporation from, the TSXV to ensure that the Unit Shares, FT Unit Shares, Warrant Shares, Compensation Unit Shares and Compensation Unit Warrant Shares will be listed and posted for trading on the TSXV upon their issuance, subject only to satisfaction by the Corporation of customary post-Closing conditions imposed by the TSXV;
(ooo) there are no material third party consents required to be obtained in order for the Corporation to create and issue the Securities, other than those which have been obtained or will be obtained from the TSXV;
(ppp) the Corporation is not aware, nor to the knowledge of the Corporation are any of its officers or directors aware, of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part 16 – Civil Liability of the Securities Act (British Columbia) or comparable legislation under applicable Securities Laws;

(qqq) the Unit Shares, FT Unit Shares, Warrants and Warrant Shares will be “qualified investments” under the Tax Act, eligible for investment in a registered retirement savings plan, a registered retirement income fund, a registered education savings plan, a registered disability savings plan, a deferred profit sharing plan and a tax-free savings account;
(rrr) the aggregate proceeds from the sale of FT Units will be used to incur Resource Expenses during the Expenditure Period;
(sss) the expenses to be renounced by the Corporation to the Flow-Through Purchasers (i) will constitute Resource Expenses on the effective date of the renunciation and on the date incurred and such expenses; (ii) will not include expenses that are “Canadian exploration and development overhead expenses” (as defined in the regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation, CEE to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of “expense” in subsection 66(15) of the Tax Act; (iii) will not include any amount that has previously been renounced by the Corporation to any of the Flow-Through Purchasers or to any other person; (iv) would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Flow-Through Purchasers; and (v) will not be subject to reduction under subsection 66(12.73) of the Tax Act;
(ttt) the Corporation has no reason to believe that it will be unable to incur (or be deemed to incur), on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the Flow-Through Purchasers with an effective date no later than December 31, 2021 (pursuant to subsection 66(12.6) of the Tax Act, in respect of Resource Expenses to be incurred by the Corporation in after the Closing Date and before the Termination Date), Resource Expenses in an amount equal to the Flow-Through Commitment Amount and the Corporation has no reason to expect any reduction of such amounts by virtue of subsection 66(12.73) of the Tax Act;
(uuu) except as a result of any agreement, arrangement, undertaking or understanding to which the Corporation is not a party and of which it has no knowledge, upon issue, the FT Unit Shares and Warrants underlying the FT Units will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and the FT Unit Shares will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act and the Warrants underlying the FT Units will not be “prescribed rights” as defined in section 6202.1 of the regulations to the Tax Act;
(vvv) if the Corporation amalgamates with any one or more companies, any shares issued to or held by a Flow-Through Purchaser as a replacement for the FT Unit Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act, as “flow-through shares” as defined in subsection 66(15) of the Tax Act and in particular will not be “prescribed shares” as defined in section 6202.1 of the regulations to the Tax Act;
(www) to the best knowledge of the Corporation, the Corporation does not have and will not have prior to the Termination Date a Prescribed Relationship with a Flow-Through Purchaser and, if the Flow-Through Purchaser is a partnership, any partner or limited partner of such Flow-Through Purchaser;

(xxx) the Corporation will not knowingly renounce any of the Resource Expenses to a trust, corporation or partnership with which the Corporation has a prohibited relationship as defined in subsection 66(12.671) of the Tax Act; and
(yyy) the Corporation is and will continue to be a Principal Business Corporation until such time as all of the Resource Expenses required to be renounced under this Agreement and the Flow-Through Subscription Agreements have been incurred or have been deemed to be incurred and validly renounced pursuant to the Tax Act.

It is further agreed by the Corporation that all representations and warranties of the Corporation in this Section 3 made by the Corporation to the Agent shall also be deemed to be made for the benefit of the Purchasers as if the Purchasers were also parties hereto (it being agreed that the Agent is acting for and on behalf of the Purchasers for this purpose).

Representations, Warranties and Covenants of the Agent. The Agent hereby represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon such representations, warranties and covenants in connection with the Offering, that:
(a) it has been duly incorporated, or formed, and organized and is validly existing under the laws of the jurisdiction in which it was incorporated or formed, as the case may be and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Agent;
(b) it is, and will be at the Closing Time, duly registered pursuant to the provisions of the Securities Laws, and is duly registered or licensed as an investment dealer in those jurisdictions in which they are required to be so registered in order to perform the services contemplated by this Agreement, or where not so registered or licensed, the Agent will act only through members of a selling group who are so registered or licensed;
(c) it has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated under this Agreement and any other documents in connection with the Offering to which it is a party;
(d) it has complied and will comply, and shall require any Selling Firm(s) to comply, with all applicable Securities Laws in connection with the sale of the Offered Units and shall offer the Offered Units for sale to potential Purchasers on a private placement basis directly and through Selling Firm(s) upon the terms and conditions set out in this Agreement. Any Selling Firm(s) appointed by the Agent shall be compensated by the Agent from its compensation hereunder;
(e) it has offered and will offer, and shall require any Selling Firm(s) to offer, for sale to potential Purchasers on a private placement basis and sell the Offered Units only in the Selling Jurisdictions where they may be lawfully offered for sale and sold;
(f) it will use their commercially reasonable efforts to arrange for Purchasers in the Selling Jurisdictions;
(g) it and its representatives (including any Selling Firm(s)) have not engaged in or authorized, and will not engage in or authorize, activity that would constitute “directed selling efforts” under Regulation S or any form of general solicitation or general advertising in connection with or in respect of the Offered Units in any newspaper, magazine, printed media of general and regular

paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the offer or sale of the Offered Units whose attendees have been invited by any general solicitation or general advertising;

(h) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws, other than the Investor Presentation; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a prospectus or registration statement with respect thereto or the provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501) or a statutory right of action under the laws of any jurisdiction, or to its knowledge obligate the Corporation to (A) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject the Corporation to any reporting or other requirement in such jurisdiction other than reports that may be required to be filed in connection with the Offering;
(i) it has not made, and will not make, and will require any Selling Firm(s) to agree not to make, any representations or warranties about the Corporation or the Offered Units;
(j) it will obtain from each Purchaser a duly completed and executed Subscription Agreement (including any applicable schedules and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Corporation for execution by Purchasers relating to the issuance and sale of the Offered Units; and
(k) it is acquiring the Compensation Warrants and Corporate Finance Fee as principal for its own account and not for the benefit of any other person and is acquiring the Compensation Warrants and Corporate Finance Fee for investment only and not with a view to resale or distribution of the Compensation Warrants or the Corporate Finance Fee and the Agent is an “accredited investor” as such term is defined in NI 45-106.
Closing Deliveries . The purchase and sale of the Offered Units (other than in respect of the First Tranche Closing) shall be completed at the Closing Time electronically, or at such other place or places as the Agent and the Corporation may agree. At or prior to the Closing Time, the Corporation shall duly and validly deliver to the Agent:
(a) the opinions, certificates and agreements referred to in Section 6 and all other documents required to be provided by the Corporation to the Agent pursuant to this Agreement and the Subscription Agreements;
(b) other than in respect of Direct Settlers, certificates representing the Unit Shares and Warrants comprising the Units and certificates representing the FT Unit Shares and Warrants comprising the FT Units registered in the name of “CDS & Co.” or any Purchaser or in such other name or names as the Agent may direct. Notwithstanding the foregoing, if the Agent and the Corporation determine to issue any of the foregoing securities to Purchasers who are not Direct Settlers as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Corporation delivering one or more definitive certificates representing such securities, the Corporation will provide a direction to CDS with respect to the crediting of such securities to the accounts of participants of CDS as shall be designated by the Agent in writing in sufficient time prior to the Closing Date to permit such crediting;

(c) Compensation Warrant Certificates in such name or names as the Agent may direct;
(d) certificates or book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS representing the Unit Shares and Warrants representing the Corporate Finance Fee, in such name or names as the Agent may direct;
(e) the Corporation’s receipt for payment by the Agent of an amount equal to the aggregate purchase price for the Offered Units sold pursuant to the Offering less an amount equal to the Cash Compensation and the costs and expenses of the Agent provided for in Section 12; and
(f) such further documentation as may be contemplated by this Agreement or as counsel to the Agent or the applicable regulatory authorities may reasonably require;

against

(g) all duly completed Subscription Agreements tendered by the Purchasers who are not Direct Settlers for the Offered Units being issued and sold and, where applicable, all completed forms, schedules and certificates contemplated by the Subscription Agreements;
(h) wire transfer of immediately available funds in an amount equal to the aggregate purchase price for the Offered Units sold to Purchasers who are not Direct Settlers pursuant to the Offering less an amount equal to the Cash Compensation and the costs and expenses of the Agent provided for in Section 12; and
(i) the Agent’s receipt for the Cash Compensation, Corporate Finance Fee, the costs and expenses of the Agent provided for in Section 12 and the Compensation Warrant Certificates delivered to the Agent in accordance with this Section 6.

6. Closing Conditions. The obligation of the Agent hereunder and each of the Purchaser’s obligation to purchase the Offered Units at the Closing Time shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:

(a) the Agent shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Agent may agree, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the persons so signing, that:
(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and, no proceedings for that purpose have been instituted or are pending or to the knowledge of the Corporation contemplated or threatened by any regulatory authority;
(ii) the Corporation has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(iii) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement.

(b) the Agent shall have received at the Closing Time a certificate dated as of the Closing Date, signed by an appropriate officer or officers of the Corporation addressed to the Agent, with respect to the constating documents of the Corporation, all resolutions of the Corporation’s board of directors relating to the Offering, the Transaction Documents and the Compensation Unit Warrant Certificates and otherwise pertaining to the purchase and sale of the Offered Units and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers and such other matters as the Agent may reasonably request;
(c) the Agent shall have received copies of correspondence indicating that the Corporation has obtained all necessary approvals for the Unit Shares, FT Unit Shares, Warrant Shares, Compensation Unit Shares and Compensation Unit Warrant Shares to be conditionally listed on the TSXV, subject only to satisfaction by the Corporation of customary post-Closing conditions imposed by the TSXV;
(d) each of the Transaction Documents shall be in a form acceptable to the Agent, acting reasonably, and shall have been executed and delivered by the Corporation;
(e) the Agent shall have received a certificate from Endeavor Trust Corporation as to the number of Common Shares issued and outstanding as at a date not more than two Business Days prior to the Closing Date;
(f) the Agent shall have received legal opinions addressed to the Agent and the Purchasers, in form and substance satisfactory to the Agent, acting reasonably, dated as of the Closing Date, from Borden Ladner Gervais LLP, counsel to the Corporation, or local counsel with respect to those matters governed by the Laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, with respect to the following matters:
(i) the incorporation and valid existence of the Corporation;
(ii) the authorized and issued and outstanding capital of the Corporation immediately prior to the Closing Time;
(iii) the corporate power and capacity of the Corporation to execute and deliver the Transaction Documents and the Compensation Unit Warrant Certificates and to perform all of its obligations thereunder and to create and issue the Securities;
(iv) the corporate power and capacity of the Corporation to carry on its business and to own, lease and operate properties and assets;
(v) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the Compensation Unit Warrant Certificates and the performance by the Corporation of its obligations thereunder;
(vi) the execution and delivery of Transaction Documents by the Corporation, the performance by the Corporation of its obligations hereunder and thereunder, do not or will not violate, contravene or breach any provision of: (i) the constating documents of the Corporation; (ii) the Business Corporations Act (British Columbia); or (iii) any resolutions of the shareholders or directors of the Corporation;

(vii) each of the Transaction Documents has been duly authorized and executed and delivered by the Corporation, and constitute valid and binding obligations of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable Law;
(viii) the Compensation Unit Warrant Certificates, when issued and delivered by the Corporation, will constitute legal, valid and binding obligations of the Corporation, enforceable against the Corporation by the other party thereto in accordance with the terms thereof, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable Law;
(ix) the authorization and approval by the Corporation of the renunciation of the FlowThrough Commitment Amount to the Flow-Through Purchasers;
(x) the Unit Shares partially comprising the Units have been duly authorized and reserved for issuance and will be issued as fully paid and non-assessable shares in the capital of the Corporation;
(xi) the FT Unit Shares partially comprising FT Units have been duly authorized and reserved for issuance and will be issued as fully paid and non-assessable shares in the capital of the Corporation;
(xii) the Warrants partially comprising the Units, the FT Units and the Compensation Warrants have been authorized, created and validly issued by the Corporation;
(xiii) the Compensation Unit Warrants have been authorized, created and reserved for issuance by the Corporation;
(xiv) the Warrant Shares have been reserved for issuance and such Warrant Shares, when issued and delivered by the Corporation in accordance with the terms of the Closing Date Warrant Indenture, will be validly issued as fully paid and non-assessable shares in the capital of the Corporation;
(xv) the Compensation Unit Shares have been reserved for issuance and, when issued and delivered by the Corporation in accordance with the terms of the Compensation Warrants, will be validly issued as fully paid and non-assessable shares in the capital of the Corporation;
(xvi) the Compensation Unit Warrant Shares have been reserved for issuance and, when issued and delivered by the Corporation in accordance with the Closing Date Warrant Indenture and Compensation Unit Warrant Certificates, will be validly issued as fully paid and non-assessable shares in the capital of the Corporation;

(xvii) the issuance of (x) the Unit Shares and Warrants comprising the Units and; (y) the FT Unit Shares and Warrants comprising the FT Units, to the Purchasers are exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under the applicable Securities Laws to permit such issuances;
(xviii) the issuance of the Compensation Warrants to the Agent is exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under the applicable Securities Laws to permit such issuances;
(xix) the issuance of the Warrant Shares upon due exercise of the Warrants, the Compensation Unit Shares and Compensation Warrants upon due exercise of the Compensation Warrants and the Compensation Unit Warrant Shares upon the due exercise of the Compensation Unit Warrants will be exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under the applicable Securities Laws of the Canadian Offering Jurisdictions to permit such issuances;
(xx) the first trade of the Securities in the Canadian Offering Jurisdictions;
(xxi) the Corporation is a reporting issuer under applicable Securities Laws in each of the Provinces of British Columbia and Alberta and is not on the list of defaulting issuers maintained under such legislation;
(xxii) that, based on the current provisions of the Tax Act, the Unit Shares, FT Unit Shares, Warrants underlying the FT Units, Warrants and Warrant Shares will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds, registered disability savings plans, deferred profit-sharing plans and tax-free saving accounts
(xxiii) that upon issue, and but for any agreement, arrangement, undertaking or understanding to which the Corporation is not a party, the FT Shares and Warrants underlying the FT Units will qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act and the FT Shares will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act and the Warrants underlying the FT Units will not be “prescribed rights” within the meaning of section 6202.1 of the regulations to the Tax Act;
(xxiv) the Corporation qualifies as a Principal Business Corporation;
(xxv) provided they are fully incurred in the manner and otherwise as covenanted and referenced in the Flow-Through Subscription Agreements and in the relevant officer’s certificate, the expenditures to be renounced in respect of the FT Unit Shares and Warrants underlying the FT Units pursuant to this Agreement and the Flow-Through Subscription Agreements will be Resource Expenses;

(xxvi) the TSXV has conditionally accepted the listing of the Unit Shares, FT Unit Shares, Warrant Shares, Compensation Unit Shares and Compensation Unit Warrant Shares, subject to compliance with its conditions outlined in such conditional acceptance; and
(xxvii) Endeavor Trust Corporation having been duly appointed as the transfer agent and registrar for the Common Shares and as warrant agent under the Closing Date Warrant Indenture;
(g) the Agent shall have received at the Closing Time a favourable legal opinion addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, dated as of the Closing Date, from Macdonald & Company Lawyers, which counsel in turn may rely, as to matters of fact, on certificates of public officials with respect to title to the Florin Claims and Mining Rights related thereto;
(h) the Agent shall have received the executed Lock-Up Agreements; and
(i) the Agent shall have received a certificate of status (or the equivalent) dated not more than two Business Days prior to the Closing Date with respect to the jurisdiction in which the Corporation is incorporated, amalgamated or continued, as the case may be.

7. Termination Events.

(a) In addition to any other remedies which may be available to the Agent in respect of any default, act or failure to act, or non-compliance with the terms of this Agreement by the Corporation, the Agent shall be entitled to terminate its obligations hereunder and the obligations of the Purchasers in relation to the Offering by written notice to that effect given to the Corporation at or prior to the Closing Time if:
(i) the Agent is not satisfied, in its sole discretion, acting reasonably with the results of its due diligence review and investigations;
(ii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, instituted, announced or threatened or any order is issued by any Governmental Authority in respect of the Corporation or any of its directors or officers or any of its principal shareholders (other than an inquiry, investigation, proceeding or order based upon the activities or alleged activities of the Agent) where wrong doing is alleged or there is any change of law, or the interpretation or administration thereof where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the TSXV or securities commission which involves a finding of wrong-doing; or any order, action or proceeding which cease trades (including communication with persons in order to obtain expressions of interest) in the securities of the Corporation is made by a Governmental Authority and that order is still in effect, which in the reasonable opinion of the Agent operates to prevent or restrict the trading in the securities of the Corporation or the distribution of the Units and FT Units or which in the reasonable opinion of the Agent could be expected to have a material adverse effect on the market price or value of the securities of the Corporation;
(iii) there is announced any change or proposed change in the income tax laws of Canada or the interpretation or administration thereof in respect of “flow-through shares”, as defined in the Tax Act, and such change, in the opinion of the Agent, could be expected

to have a material adverse effect on the market price or value or the marketability of the Offered Units;

(iv) there is a material change or a change in a material fact or new material fact shall arise or there should be discovered any previously undisclosed material fact required to be disclosed or any amendment thereto, in each case, that has or would reasonably be expected to have, in the sole opinion the Agent, a significant adverse change or effect on the business or affairs of the Corporation or on the market price or the value of the securities of the Corporation;
(v) there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, epidemic, pandemic (including any worsening of the COVID-19 pandemic after September 9, 2021, or accident)) or major financial occurrence of national or international consequence or a new or change in any law or regulation which, has or would reasonably be expected to have, in the sole opinion of the Agent, a seriously adverse affect or involve the financial markets or the business, operations or affairs of the Corporation or the market price or value of the securities of the Corporation;
(vi) the state of the financial markets in Canada or elsewhere where it is planned to market the securities is such that in the reasonable opinion of the Agent the Offered Units cannot be profitably marketed;
(vii) any order to cease or suspend trading, or to otherwise prohibit or restrict in any manner the distribution or trading, in securities of the Corporation is made or threatened, or proceedings are announced or commenced for the making of any such order, by any securities regulatory authority, judicial authority or the TSXV, which order has not been rescinded, revoked or withdrawn; or
(viii) the Corporation is in breach of a term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement is or becomes false in any respect.
Exercise of Termination Right. The rights of termination contained in Section 8 may be exercised by the Agent and are in addition to any other rights or remedies the Agent may have in respect of any of the matters contemplated by this Agreement or otherwise. Any such termination shall not discharge or otherwise affect any obligation or liability of the Corporation provided herein or prejudice any other rights or remedies any party may have as a result of any breach, default or non-compliance by any other party. In the event of any such termination by the Agent, there shall be no further liability on the part of the Agent to the Corporation or on the part of the Corporation to the Agent except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination under Sections 9, 10, 11 and 12.
Survival of Representations and Warranties. All terms, warranties, representations, covenants and agreements herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale of the Offered Units and continue in full force and effect for the benefit of the Agent, the Purchasers and/or the Corporation, as the case may be, regardless of the Closing of the Offering for a period of two years following the Closing Date and regardless of any investigations which may be carried out by the Agent or on its behalf and shall not be limited or prejudiced by any investigation made by or on behalf of the Agent in connection with the purchase and sale of the Offered Units or otherwise, provided that notwithstanding

the foregoing, the representations, warranties and covenants of the Corporation contained herein which may be applicable in respect of a Flow-Through Purchaser’s claim for any income tax deductions or credits under the Tax Act shall survive and continue in full force and effect until 60 days following the expiry of the period for which any applicable taxation authority may issue a notice of assessment or reassessment of any Flow-Through Purchaser in respect of the renunciation of Resource Expenses by the Corporation in favour of the Flow-Through Purchasers as contemplated herein. In this regard, the Agent shall act as trustee for the Purchasers and accepts these trusts and shall hold and enforce such rights on behalf of the Purchasers. Notwithstanding the foregoing, any provisions of this Agreement in any manner relating to indemnification or contribution obligations shall survive and continue, in full force and effect, indefinitely.

(a) Indemnity. The Corporation shall indemnify and save harmless the Agent and any of its affiliates and each of their respective directors, officers, employees and agents (collectively, the “ Indemnified Parties ” and each an “ Indemnified Party ”), to the full extent lawful, from and against any and all expenses, losses (other than loss of profits), fees, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any actual or threatened claim, action, suit, investigation or proceeding that may be made against any Indemnified Party, to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Agent or any Indemnified Party, arising out of any statement or information or omission or alleged omission or misrepresentation or alleged misrepresentation contained in the Public Record, Investor Presentation or Due Diligence Materials or otherwise in connection with the matters referred to in this Agreement (individually, a “ Claim ” and collectively, “ Claims ”); provided that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
(i) the Indemnified Party has been grossly negligent or has committed an act of wilful misconduct or any fraudulent act in the course of the performance of professional services rendered to the Corporation by the Agent and/or the Indemnified Party or otherwise in connection with the matters referred to herein; and
(ii) the expenses, losses, claims, damages or liabilities as to which indemnification is claimed were directly caused by the gross negligence, wilful misconduct or fraud referred to in clause (i).

(b) Notification of Claims. Promptly after receipt of notice of a Claim against an Indemnified Party, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Indemnified Party will notify the Corporation in writing of the nature of such Claim and, throughout the course thereof, will provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed. The omission to so notify the Corporation shall not relieve the Corporation of any liability which the Corporation may have to an Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such Claim or results in any material increase in the liability which the Corporation would otherwise have under this indemnity had the Indemnified Party not so delayed in giving or failed to give the notice required hereunder.

(c) Right to Participate in Defence. The Corporation shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of a Claim referred to in Section 11(b), provided such defence is conducted by legal counsel acceptable to the Indemnified Party, acting reasonably. Upon the Corporation notifying the Indemnified Party in writing of its election to assume the defence and retaining counsel, the Corporation shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with such defence. If such defence is assumed by the Corporation, the Corporation throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed, provided that no settlement of any such legal proceeding may be made by the Corporation without the prior written consent of the Indemnified Party and the Indemnified Party shall not be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld.

(d) Retaining Counsel. In any Claim, an Indemnified Party shall have the right, at the Corporation’s expense, to employ counsel of the Indemnified Party’s choice, in respect of the defense of any Claim if: (i) the employment of such counsel has been authorized by the Corporation; (ii) the Corporation has not assumed the defense and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Corporation or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate as a result of a potential or actual conflict of interest of those represented, including without limitation because there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Corporation (in which event and to that extent, the Corporation shall not have the right to assume or direct the defense on the Indemnified Party’s behalf) or that there is a conflict of interest between the Corporation and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth herein (in either of which events the Corporation shall not have the right to assume or direct the defense on the Indemnified Party’s behalf).

(e) Right of Indemnity in Favour of Others . With respect to any Indemnified Party who is not a party to this Agreement, the Agent shall obtain and hold the rights and benefits of this Section 11 in trust for and on behalf of such Indemnified Party.

(f) Admission of Liability. The Corporation will not, without the prior written consent of an Indemnified Party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought under this indemnity (whether or not the Indemnified Party is a party to such Claim).

(g) Right of Indemnity in Addition to Other Rights. The indemnity obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to any Indemnified Party and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation, the Agent and any Indemnified Party.

(a) Contribution. In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 10 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by an Indemnified Party or enforceable otherwise than in accordance with its terms, the Corporation and the Agent shall contribute to the aggregate of all claims, expenses, costs and liabilities (including any legal expenses reasonably incurred by the Indemnified Party in connection with any claim which is the subject of this Section) and all losses (other than loss of profits) of a nature contemplated in Section 10 in such proportions as are appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agent on the

other hand, but also the relative fault of the Corporation and the Agent, as well as any relevant equitable consideration. The Agent shall not in any event be liable to contribute, in the aggregate, any amounts in excess of such aggregate fee or any portion of such fee actually received by the Agent pursuant to this Agreement. However, no party who has engaged in any fraud, fraudulent misrepresentation, wilful misconduct or negligence shall be entitled to claim contribution from any person who has not engaged in such fraud, fraudulent misrepresentation, wilful misconduct or negligence.

(b) Right of Contribution in Addition to Other Rights. The rights to contribution provided in this Section 11 shall be in addition to and not in derogation of any other right to contribution which the Agent may have by statute or otherwise at law.

(c) Calculation of Contribution. In the event that the Corporation may be held to be entitled to contribution from the Agent under the provisions of any statute or at law and provided that the Agent has not engaged in any fraud, fraudulent misrepresentation, willful misconduct or negligence, the Corporation shall be limited to contribution from the Agent in an amount not exceeding the lesser of:

(i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Agent is responsible, as determined in Section 11(a) above; and
(ii) the amount of the aggregate fee actually received by the Agent from the Corporation under this Agreement.

(d) Notice. If the Agent has reason to believe that a claim for contribution may arise, it shall give the Corporation notice of such Claim in writing, as soon as reasonably possible, but failure to notify the Corporation shall not relieve the Corporation of any obligation which it may have to any Indemnified Party under this Section 11.

Expenses . Whether or not the Offering is completed, the Corporation shall pay all of its own expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Units; (ii) the fees and expense of the Corporation’s legal counsel; and (iii) all costs incurred in connection with the preparation of documentation relating to the Offering. In addition, the Corporation will reimburse the Agent for its reasonable and documented out-of-pocket expenses in connection with the Offering, including, but not limited to, reasonable fees and disbursements of the Agent’s legal counsel and all applicable taxes (to a maximum of $50,000, excluding applicable taxes and disbursements). All fees and expenses incurred by the Agent or on its behalf shall be payable by the Corporation immediately upon receiving an invoice therefor from the Agent and shall be payable whether or not the Offering or this Agreement is completed. At the option of the Agent, such fees and expenses may be deducted from the gross proceeds, where applicable, otherwise payable to the Corporation at the Closing.
Advertisements. The Corporation acknowledges that the Agent shall have the right after Closing, at its own expense, to place such advertisement or advertisements relating to the purchase and sale of the Offered Units contemplated herein as the Agent may consider desirable or appropriate and as may be permitted by applicable law. The Corporation and the Agent each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Offered Units shall be offered and sold being unavailable in respect of the sale of the Offered Units to prospective purchasers.

Right of First Refusal. The Corporation hereby grants the Agent the exclusive right and opportunity, but not the obligation, to act as lead agent and sole bookrunner in any further offering of securities of the Corporation to be issued and sold in Canada by private placement or public offering or to provide professional, sponsorship or advisory services performed (or normally performed) by a broker or investment dealer (each a “ Subsequent Mandate ”) for a period of six (6) months following the Closing Date (the “ ROFR Period ”). Should the Corporation receive a specific offer in connection with a Subsequent Mandate from another broker/dealer during the ROFR Period or decide to pursue a Subsequent Mandate (the date of such offer or decision being the “ Offer Date ”), the Corporation shall as soon as reasonably practicable advise the Agent of the terms and conditions of the Subsequent Mandate and the Agent shall have five Business Days, or 24 hours in the case of a bought-deal, from the date of such notification to exercise its first right of refusal to act as lead agent and sole bookrunner on the same terms and conditions as contemplated in the Subsequent Mandate. If the Agent elects not to exercise such right or is deemed to not elect such right, the Corporation may proceed with such Subsequent Mandate with such other broker/dealer provided that the Corporation enters into an agreement with such broker/dealer within 30 days following the Offer Date (it being acknowledged and agreed by the Agent that if the Corporation issues any securities to which the foregoing would apply, but does not retain or utilize a registered dealer as agent or underwriter therefor, the foregoing shall not apply to such issuance, unless any of the purchasers to the issuance of such securities is a Purchaser or beneficial Purchaser of Offered Units pursuant to the Offering).
Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ notice ”) shall be in writing addressed as follows:
(a) if to the Corporation, to:

St. James Gold Corp. 704 – 595 Howe Street Vancouver, British Columbia V6C 2T5

Attention: George Drazenovic, Chief Executive Officer and Nicolas Lin, Director Email: [ Redacted ]

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

Borden Ladner Gervais LLP East Tower, Bay Adelaide Centre 22 Adelaide Street West, Suite 3400 Toronto, Ontario M5H 4E3

Attention: Cameron A. MacDonald Email: [email protected]

(b) if to the Agent, to:

Canaccord Genuity Corp. Brookfield Place, 161 Bay St., Suite 3000 Toronto, Ontario M5J 2S1

Attention: Graham Saunders, Vice Chairman, Head of Origination Email: [ Redacted ]

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

Wildeboer Dellelce LLP Wildeboer Dellelce Place 365 Bay Street, Suite 800 Toronto, Ontario M5H 2V1 Canada Attention: Sanjeev Patel Email: [email protected]

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

Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given and made if: (a) in writing and served by personal delivery upon the party for whom it is intended; (b) if delivered by email upon the earlier of: (i) with receipt confirmed; or (ii) one Business Day following sending by email; or (c) if delivered by certified mail, registered mail or courier service, upon the earlier of: (i) return-receipt received to the party at the address set forth below, to the persons indicated; or (ii) one Business Day following sending such certified mail, registered mail or courier service.

Agent is a Securities Dealer . The Corporation acknowledges that the Agent is a securities firm engaged in securities trading and brokerage activities as well as providing investment banking and financial advisory services and that in the ordinary course of its trading and brokerage activities, the Agent and its respective affiliates, as applicable, at any time may hold long or short positions, and may trade or otherwise effect transactions for its own account or the accounts of customers, in debt or equity securities of the Corporation, or any other company that may be involved in a transaction or related derivative securities .
Time of the Essence. Time shall, in all respects, be of the essence hereof,
Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada.
Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.
Construction. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders. Wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”. References herein to any law shall be deemed to refer to such law as amended, re-enacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.
Entire Agreement. This Agreement and the Acknowledgement and Consent constitute the only agreements between the parties with respect to the subject matter hereof and other than the Acknowledgement and Consent, this Agreement shall supersede any and all prior negotiations and understandings between the parties, including the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument signed by each of the Corporation and the Agent only.
Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the parties submit to the non-exclusive jurisdiction of the courts of the Province of British Columbia.
Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation, the Agent and the Purchasers (as contemplated under the Subscription Agreements) their respective executors, heirs, successors and permitted assigns; provided that this Agreement shall not be assignable by any party without the prior written consent of the Agent (in the case of the Corporation or any Purchaser) or the Corporation (in the case of the Agent or any Purchaser), as applicable.
Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.
Absence of Fiduciary Relationship. The Corporation acknowledges and agrees that: (a) the Agent has not assumed and will not assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and the Agent does not have any obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (b) the Agent and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.
Counterparts and Electronic Copies. This Agreement may be executed by the parties in counterparts and the counterparts may be executed and delivered by electronic means, with all counterparts together constituting one agreement.
Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandées que la présente convention ainsi que tout avis, tout état de compte et tout autre document a être ou pouvant etre donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

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

Yours very truly,

CANACCORD GENUITY CORP.

Per: (signed) " Graham Saunders " Authorized Signing Officer

The foregoing is hereby accepted on the terms and conditions therein set forth and effective as of the date of this Agreement.

Per: (signed) "George Drazenovic" Authorized Signing Officer

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St. James Gold Corp. Capital/Financing Update 2021