STLLR Gold Inc. - M&A Activity 2021

Execution Copy

MONETA PORCUPINE MINES INC.

as Purchaser - and - O3 MINING INC. as Vendor

SHARE PURCHASE AGREEMENT

January 13, 2021

ARTICLE 1 INTERPRETATION

		ARTICLE 1 INTERPRETATION
Section	1.1	Defined Terms. ........................................................................................................... 1
Section	1.2	References and Usage. ............................................................................................ 15
Section	1.3	Capitalized Terms. .................................................................................................. 16
Section	1.4	Headings, etc. ........................................................................................................... 16
Section	1.5	Knowledge. .............................................................................................................. 16
Section	1.6	Schedules and Disclosure Letter. .......................................................................... 17

ARTICLE 2

PURCHASED SHARES AND PURCHASE PRICE

Section	2.1	Purchase and Sale. ................................................................................................... 17
Section	2.2	Date, Time, Place of Closing and Closing Procedures. ...................................... 18
Section	2.3	Payment of Purchase Price. .................................................................................... 18
Section	2.4	No fractional Purchaser Common Shares. ........................................................... 18
Section	2.5	Purchaser Meeting ................................................................................................... 18
Section	2.6	The Circular .............................................................................................................. 19
Section	2.7	Other business at the Purchaser Meeting............................................................. 21
Section	2.8	Section 85 Tax Election ........................................................................................... 21

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDOR

		ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDOR
Section	3.1	Representations and Warranties Regarding the Company. .............................. 21
Section	3.2	Representations and Warranties Regarding the Vendor. .................................. 37

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser. ............................................. 40

ARTICLE 5

PRE-CLOSING COVENANTS OF THE PARTIES

Section	5.1	Conduct of Business Prior to Closing. .................................................................. 47
Section	5.2	Conduct of the Business of the Purchaser. ........................................................... 50
Section	5.3	Access by the Purchaser ......................................................................................... 50
Section	5.4	Actions to Satisfy Closing Conditions. ................................................................. 52
Section	5.5	Notices and Requests for Material Consents. ...................................................... 52
Section	5.6	Filings and Authorizations..................................................................................... 52
Section	5.7	Notice and Cure Provisions. .................................................................................. 53
Section	5.8	Initial Vendor Nominees and Purchaser Board .................................................. 54

		ARTICLE 6
	ADDITIONAL COVENANTS REGARDING NON-SOLICITATION
Section	6.1	Non-Solicitation ....................................................................................................... 54
Section	6.2	Notification of Acquisition Proposals .................................................................. 55
Section	6.3	Responding to an Acquisition Proposal ............................................................... 56
Section	6.4	Right to Match .......................................................................................................... 56
Section	6.5	Purchaser Financing. ............................................................................................... 58
		ARTICLE 7
		CONDITIONS OF CLOSING
Section	7.1	Conditions for the Benefit of the Purchaser. ........................................................ 59
Section	7.2	Conditions for the Benefit of the Vendor. ............................................................ 60
		ARTICLE 8
		TERMINATION
Section	8.1	Termination Rights. ................................................................................................. 62
Section	8.2	Effect of Termination. ............................................................................................. 64
		ARTICLE 9
		INDEMNIFCATION
Section	9.1	Survival. .................................................................................................................... 64
Section	9.2	Indemnification in Favour of the Purchaser. ....................................................... 65
Section	9.3	Indemnification in Favour of the Vendor. ........................................................... 66
Section	9.4	Limitations on Indemnification. ............................................................................ 66
Section	9.5	Notification of and Procedure for Claims. ........................................................... 67
Section	9.6	Other Claims. ........................................................................................................... 69
Section	9.7	Exclusive Remedy. .................................................................................................. 70
Section	9.8	Survival of Indemnification Obligation. .............................................................. 70
Section	9.9	Adjustment to Purchase Price. ............................................................................... 70
		ARTICLE 10
		POST-CLOSING COVENANTS
Section	10.1	Access to Books and Records. ................................................................................ 71
Section	10.2	Vendor Confidentiality. .......................................................................................... 71
Section	10.3	Tax Matters. .............................................................................................................. 71
Section	10.4	Further Assurances. ................................................................................................ 72
Section	10.5	Vendor Cooperation................................................................................................ 72
		ARTICLE 11
		MISCELLANEOUS
Section	11.1	Notices....................................................................................................................... 72
Section	11.2	Time of the Essence. ................................................................................................ 73
Section	11.3	Announcements. ...................................................................................................... 74
Section	11.4	Third Party Beneficiaries. ....................................................................................... 74

Section	11.5	Termination Fee and Expenses. ............................................................................. 74
Section	11.6	Injunctive Relief ....................................................................................................... 76
Section	11.7	Amendments. ........................................................................................................... 77
Section	11.8	Waiver. ...................................................................................................................... 77
Section	11.9	Entire Agreement. ................................................................................................... 77
Section	11.10	Successors and Assigns. ......................................................................................... 77
Section	11.11	Severability. .............................................................................................................. 78
Section	11.12	Non-Merger. ............................................................................................................. 78
Section	11.13	Governing Law. ....................................................................................................... 78
Section	11.14	Counterparts. ........................................................................................................... 78

SCHEDULES

Schedule 1.1(i) Investor Rights Agreement Schedule 1.1(ii) Transaction Resolution

SHARE PURCHASE AGREEMENT

Share Purchase Agreement dated January 13, 2021 between Moneta Porcupine Mines Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “ Purchaser ”) and O3 Mining Inc., a corporation existing under the Business Corporations Act (Ontario) (the “ Vendor ”).

RECITALS:

A. The Vendor owns all of the Purchased Shares (as defined below).
B. Subject to the terms and conditions contained in this Agreement, the Vendor wishes to sell, and the Purchaser wishes to purchase, all of the Purchased Shares.
C. As an inducement to and condition of the Vendor’s willingness to enter into this Agreement, the directors and certain executive officers of the Purchaser are concurrently entering into voting and support agreements with the Vendor, pursuant to which, among other things, such Persons have agreed to vote all of their Purchaser Common Shares in favour of the Transaction Resolution.

NOW THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the capitalized terms listed below shall have the corresponding meanings.

“ Acquisition Proposal ” means, other than the Transaction, the Purchaser Financing and any transaction involving only the Purchaser and/or one or more of its wholly-owned Subsidiaries, any written offer or proposal from any Person or group of Persons other than the Vendor (or an affiliate of the Vendor or any Person acting jointly or in concert with the Vendor) received by the Purchaser after the date of this Agreement relating to: (i) any sale or disposition (or any lease, license or other arrangement having the same economic effect as a sale or disposition) of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Purchaser and its Subsidiaries; (ii) any take-over bid, tender offer, exchange offer or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Purchaser; or (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, or other similar transaction involving the Purchaser pursuant to

WSLEGAL\076299\00001\26454176v7

which such Person or group of Persons would own, directly or indirectly, 20% or more of the voting or equity securities of the Purchaser or of the surviving entity or the resulting direct or indirect parent of the Purchaser or the surviving entity.

“ affiliate ” of a Person means any other Person that directly or indirectly controls, is controlled by or is under common control with such Person, where “control” means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” means this share purchase agreement.

“ Authorization ” means, with respect to any Person, any order, permit, certificate, approval, consent, waiver, lease, grant, classification, registration, license or other authorization of any Governmental Entity having jurisdiction over the Person.

“ Board ” means the board of directors of the Purchaser as constituted from time to time.

“ Board Recommendation ” has the meaning ascribed thereto in Section 2.6(2).

“ Books and Records ” means all information in any form relating to the business of the Company, including books of account, financial, tax, business, marketing, personnel and research information and records, equipment logs, operating guides and manuals and all other documents, files, correspondence and other information.

“ Breaching Party ” has the meaning ascribed thereto in Section 5.7(3).

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major Canadian chartered banks are closed for business in Toronto, Ontario.

“ Change in Recommendation ” has the meaning ascribed thereto in Section 8.1(1)(d)(ii).

“ Circular ” means the notice of the Purchaser Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Purchaser Shareholders in connection with the Purchaser Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Closing ” means the completion of the Transaction.

“ Closing Date ” means (a) the date that is three Business Days after the satisfaction or waiver of the conditions set forth in Article 7 (other than those

conditions that by their terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Closing), provided that such date may not be later than the Outside Date, or (b) such earlier or later date as the Purchaser and the Vendor may agree in writing.

“ Company ” means Northern Gold Mining Inc., a corporation existing under the Business Corporations Act (Ontario).

“ Company Debt Extinguishment ” has the meaning ascribed thereto in Section 2.1(3).

“ Company Filings ” means all documents publicly filed by or on behalf of Vendor on SEDAR from and including June 6, 2019, but only to the extent that any such content relates to the Company or the Company Properties.

“ Company Material Property ” means the Company’s 100% interest in the Company Properties forming part of the Garrison project, located in Ontario, Canada, as outlined in Section 3.1(p) of the Vendor Disclosure Letter and located in the township of Garrison.

“ Company Properties ” means, collectively, the interest of the Company in the claims set forth in Section 3.1(p) of the Vendor Disclosure Letter.

“ Concession ” means any mining concession, claim, fee simple property, lease, licence, permit or other right to explore for, exploit, develop, mine or produce minerals or any interest therein which the Company owns or has a right or option to acquire or use, and includes the Company Properties.

“ Confidentiality Agreement ” has the meaning ascribed thereto in Section 5.3(3).

“ Consideration Shares ” has the meaning ascribed thereto in Section 2.1(2).

“ Contract ” means any written or oral agreement, commitment, engagement, contract, lease, license, obligation or undertaking to which the Company is a party or by which the Company is bound.

“ Corporate Records ” means the corporate records of the Company, including, if applicable (i) all constating documents and by-laws, (ii) all minutes of meetings and resolutions of shareholders and directors (and any committees), and (iii) the share certificate books, securities register, register of transfers and register of directors.

“ COVID-19 Measures ” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social or physical distancing, shut down, closure, sequester or any other Law or guidelines or recommendations issued by a Governmental Entity or reasonably considered prudent by any Party to adequately protect the health and safety of its employees, customers or suppliers

in connection with or in response to COVID-19 or any variants/mutations thereof.

“ Damages ” means any losses, liabilities, damages or expenses (including legal fees and expenses) whether resulting from an action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Entity, or a cause, matter, thing, act, omission or state of facts not involving a third party.

“ Data Room ” means the material contained in the virtual data room established by the Vendor as at 5:00 p.m. (Toronto time) on January 13, 2021, the index of documents of which is attached as Exhibit A to the Vendor Disclosure Letter, and, for purposes of this Agreement, documents or other items contained in the Data Room as at 5:00 p.m. (Toronto time) on January 13, 2021 shall be deemed to have been “made available”, “provided to” or “delivered to” the Purchaser.

“ Environmental Laws ” means all applicable Laws and agreements with Governmental Entities and all other statutory requirements relating to public health or the protection of the environment and all Authorizations issued pursuant to such Laws, agreements or statutory requirements.

“ Fairness Opinion ” means the opinion of the Financial Advisor to the effect that, as of the date of this Agreement, the consideration to be paid to the Vendor pursuant to this Agreement is fair, from a financial point of view, to the Purchaser.

“ Financial Advisor ” means Maxit Capital LP.

“ Flow-Through Shares ” means the previously unissued Purchaser Common Shares, as presently constituted, which are intended to qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act to be offered under the Purchaser Financing.

“ Governmental Entity ” means: (i) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, county, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange; and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“ Hazardous Substances ” means any waste or other substance that is prohibited, listed, defined, designated or classified as dangerous, hazardous, radioactive, corrosive, explosive, infectious, carcinogenic, mutagenic or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws including any material or substance that may impair the natural environment, the health of any individual, property or plant or animal life.

“ IFRS ” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board, at the relevant time, applied on a consistent basis.

“ Indemnified Party ” means a Person with indemnification rights or benefits pursuant to Article 9.

“ Indemnifying Party ” means a Party against which a claim may be made for indemnification pursuant to Article 9.

“ Indigenous Claims ” means any and all claims existing and asserted as of the date hereof (whether or not proven) by any person to or in respect of: (a) rights, title or interests of any Indigenous Group by virtue of its status as an Indigenous Group; (b) treaty rights; (c) Métis rights, title or interests; or (d) specific or comprehensive claims being considered by the Government of Canada.

“ Indigenous Group ” means any Indian or Indian band (as those terms are defined in the Indian Act (Canada)), First Nation person or people, Métis person or people, or aboriginal person or people, native person or people, indigenous person or people, or any person or group asserting or otherwise claiming an aboriginal right (including aboriginal title), treaty right or any other aboriginal or Métis interest under section 35(1) of The Constitution Act, 1982 , Schedule B to the Canada Act 1982 (UK), 1982, c 11.

“ Indigenous Information ” means any and all written documents or electronic and other communications and any oral communications respecting Indigenous Claims, the issuance of any Authorization that involve Indigenous Claims and the duty to consult an Indigenous Group.

“ Initial Vendor Nominees ” means, together, José Vizquerra Benavides and Blair Zaritsky.

“ Interim Period ” means the period between the close of business on the date of this Agreement and the Closing.

“ Investor Rights Agreement ” means the investor rights agreement between the Purchaser and the Vendor, on terms substantially as set forth in Schedule 1.1(i).

“ Laws ” means any applicable principle of common law and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws, (ii) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Entity and (iii) to the extent that they have the force of law, standards, policies, guidelines, notices and protocols of any Governmental Entity.

“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, deemed or statutory trust, restrictive covenant or

other encumbrance of any nature which, in substance, secures payment or performance of an obligation.

“ Matching Period ” has the meaning ascribed thereto in Section 6.4(1)(d).

“ Material Adverse Effect ” means, in respect of the Company, any one or more changes, events, occurrences, developments, effects, circumstances or state of facts that either individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Company, but excluding, in each case, any change, event, occurrence, development, effect, circumstance or state of facts arising out of, relating directly or indirectly to, resulting directly or indirectly from or attributable to:

(a) any change, development or condition generally affecting the global mining industry in general;
(b) any change, development or condition in or relating to Canadian economy, political conditions or securities markets in general or relating to the market price of base or precious metals or relating to changes in currency exchange rates, interest rates, monetary policy or inflation;
(c) any change, development or condition resulting from any act of espionage or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of espionage, terrorism, hostilities or war;
(d) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity;
(e) any change in applicable generally accepted accounting principles, including IFRS;
(f)
any earthquake or other natural disaster or epidemic;
(g) any pandemic or outbreak of illness (including COVID-19 (Coronavirus) and any variants/mutations thereof and any COVID-19 Measures implemented in response thereto) or other health crisis or public health event, or the worsening of any of the foregoing;
(h) any action taken (or omitted to be taken) by the Company which is required by Law or required to be taken (or omitted to be taken) pursuant to this Agreement or that is requested or consented to by the Purchaser in writing;
(i) the failure of the Company to meet any internal, published or public projections, forecasts, guidance or estimates, including revenues, earnings
7 -

or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred); or

(j) the execution, announcement, pendency or performance of this Agreement or consummation of the Transaction;

provided, however, (i) if an effect referred to in clauses (a) through to and including (g) above, materially and disproportionately adversely effects the Company, relative to other comparable companies and entities operating in the industries and businesses in which the Company operates, such effect may be taken into account in determining whether a Material Adverse Effect has occurred, but only to the extent of the disproportionate effect; and (ii) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Material Adverse Effect” has occurred.

“ Material Contracts ” means any Contract to which the Company is party or by which the Company is bound:

(a) that if terminated or modified or if it ceased to be in effect, could reasonably be expected to have a Material Adverse Effect in respect of the Company;
(b) relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness made by the Company for borrowed money or to the lending of any money to another Person in excess of $50,000;
(c) restricting the incurrence of indebtedness by the Company (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Company, or restricting the payment of dividends by the Company;
(d) under which a Person made payments to the Company in excess of $50,000 during the 12-month period ended December 31, 2020;
(e) under which the Company made payments to any Person in excess of $50,000 during the 12-month period ended December 31, 2020;
(f) under which the Company is obligated to make or expects to receive payments in excess of $50,000 over the remaining term;
(g) providing, in respect of the Company Material Property, for the establishment, investment in, operation, organization or formation of any joint venture, strategic relationship, limited liability company, partnership or similar entity;
8 -
(h) that contemplates, in respect of the Company, an exclusive business relationship with any other Person or right of first offer or refusal or similar rights or terms to any Person;
(i) that gives another Person the right to sell or license a set quantity or volume of products or services to the Company or that contains “take or pay” provisions;
(j) that limits or restricts: (A) any business practice of the Company; (B) the ability of the Company to engage in any line of business or carry on business in any geographic area; or (C) the scope of Persons to whom the Company may sell assets, products or inventory to or acquire assets, products or inventory from;
(k) (A) which is a mining concession, lease or claim in respect of any of the Company Material Property, or an earn-in, back-in, right of first refusal or right of first offer in respect of the Company Material Property, or (B) that is material to the Company and related to the operation of, or the exploitation, extraction or production of gold from, the Company Material Property;
(l) providing for a royalty, streaming or similar arrangement or economically equivalent arrangement in respect of any of the Company Material Property;
(m) with a Governmental Entity or with any Indigenous Group;
(n) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $50,000;
(o) any Contract providing for indemnification by the Company, the obligations of which exceed $50,000;
(p) that is made out of the Ordinary Course; or
(q) that is otherwise material to the Company.

“ MD&A ” means management’s discussion and analysis.

“ Misrepresentation ” has the meaning ascribed thereto under Securities Laws.

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

“ Notice ” has the meaning ascribed thereto in Section 11.1.

“ Ordinary Course ” means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is taken in the ordinary course of the normal day-to-day operations of the Person (it being acknowledged that any action taken in good faith and on a commercially reasonable basis to take into account any applicable COVID-19 Measures or in response to the actual or reasonably anticipated effects of COVID-19 (or any variants thereof) shall be deemed to have been taken in the Ordinary Course).

“Outside Date” means (a) May 31, 2021 or (b) such earlier or later date as the Parties may agree in writing.

“ Parties ” means, together, the Purchaser and the Vendor, and “ Party ” means any one of them.

“ Permitted Liens ” means any one or more of the following:

(a) Liens for Taxes which are not due or delinquent;
(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of assets, provided that such Liens are related to obligations not due or delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as required by applicable Law;
(c) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of a the Company or any of its Subsidiaries, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;
(d) easements, servitudes, restrictions, restrictive covenants, rights of way, licenses, permits and other similar rights in real or immovable property that in each case do not materially interfere with the use of the real or immovable property subject thereto;
(e) zoning and building by-laws and ordinances, regulations made by public authorities that in each case do not materially interfere with the use of the real or immovable property subject thereto;
(f) such other imperfections or irregularities of title or Lien that, in each case, do not materially adversely affect the use of the properties or assets subject thereto or otherwise materially adversely impair business operations of such properties; and
(g) agreements with any Governmental Entity and any public utilities or private suppliers of services that in each case do not materially detract
10 -

from the value or materially interfere with the use of the real or immovable property subject thereto.

“ Person ” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

“ Pre-Closing Tax Period ” means a taxation year or other fiscal period that ends on or before the Closing Date.

“ Purchase Price ” has the meaning ascribed thereto in Section 2.1.

“ Purchased Shares ” has the meaning ascribed thereto in Section 2.1.

“ Purchaser ” has the meaning ascribed thereto in the Preamble.

“ Purchaser Common Shares ” means the common shares in the capital of the Purchaser.

“ Purchaser Disclosure Letter ” means the disclosure letter dated the date of this Agreement and delivered by the Purchaser to the Vendor with this Agreement.

“ Purchaser Filings ” means all documents publicly filed by or on behalf of Purchaser on SEDAR since January 1, 2019.

“ Purchaser Financial Statements ” means (i) the unaudited interim consolidated financial statements of the Purchaser as at, and for the three and nine months ended September 30, 2020 and 2019, including the notes thereto; and (ii) the audited annual consolidated financial statements of the Purchaser as at, and for years ended, December 31, 2019 and 2018, including the notes thereto and auditors report thereon.

“ Purchaser Financing ” means the private placement offering of Purchaser Common Shares and/or Flow-Through Shares (or subscription receipts convertible therefor) to be undertaken by the Purchaser, to be completed prior to, concurrently with, the Closing, for aggregate gross proceeds of not more than $23 million without the prior written consent of the Vendor.

“ Purchaser Material Adverse Effect ” means, in respect of the Purchaser and its Subsidiaries, any one or more changes, events, occurrences, developments, effects, circumstances or state of facts that either individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Purchaser and its Subsidiaries, taken as a whole, but excluding, in each case, any change, event, occurrence, development, effect, circumstance or state of facts

11 -

arising out of, relating directly or indirectly to, resulting directly or indirectly from or attributable to:

(a) any change, development or condition generally affecting the global mining industry in general;
(b) any change, development or condition in or relating to Canadian economy, political conditions or securities markets in general or relating to the market price of base or precious metals or relating to changes in currency exchange rates, interest rates, monetary policy or inflation;
(c) any change, development or condition resulting from any act of espionage or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of espionage, terrorism, hostilities or war;
(d) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity;
(e) any change in applicable generally accepted accounting principles, including IFRS;
(f) any earthquake or other natural disaster or epidemic;
(g) any pandemic or outbreak of illness (including COVID-19 (Coronavirus) and any variants/mutations thereof and any COVID-19 Measures implemented in response thereto) or other health crisis or public health event, or the worsening of any of the foregoing;
(h) any action taken (or omitted to be taken) by the Purchaser which is required by Law or required to be taken (or omitted to be taken) pursuant to this Agreement or that is requested or consented to by the Vendor in writing;
(i) the failure of the Purchaser to meet any internal, published or public projections, forecasts, guidance or estimates, including revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred);
(j) the execution, announcement, pendency or performance of this Agreement or consummation of the Transaction; or
(k) any change in the market price or trading volume of any securities of the Purchaser (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred).
12 -

provided, however, (i) if an effect referred to in clauses (a) through to and including (g) above, materially and disproportionately adversely effects the Purchaser and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries and businesses in which the Purchaser and its Subsidiaries operate, such effect may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred, but only to the extent of the disproportionate effect; and (ii) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Purchaser Material Adverse Effect” has occurred.

“ Purchaser Meeting ” means the special meeting of the Purchaser, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with Law to consider, among other things, the Transaction Resolution and, if applicable, the Share Consolidation.

“ Purchaser Shareholders ” means, collectively, the holders of the Purchaser Common Shares.

“ Regulatory Approvals ” means, any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case required under Laws to consummate the Transaction.

“ Release ” means any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the natural environment.

“ Remedial Action ” shall mean any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean-up, remediation, closure, site restoration, remedial response or remedial work, in each case in relation to environmental matters.

“ Representatives ” has the meaning ascribed thereto in Section 6.1(1).

“ Resource Pools ” means: (i) cumulative Canadian exploration expenses; (ii) cumulative Canadian development expenses; (iii) cumulative foreign resource expenses; (iv) cumulative Canadian oil and gas property expenses; (v) undepreciated capital cost; and (vi) non-capital loss carry forwards, in each case, within the meaning of the Tax Act.

“ Securities Authority ” means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

13 -

“ Securities Laws ” means the Securities Act (Ontario) and any other applicable provincial or territorial securities Laws in Canada.

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

“ Share Consolidation ” means the proposed consolidation of the Purchaser Common Shares, on terms to be determined by the Board and set out in the Circular.

“ Stock Exchange Approval ” means (i) in respect of the Purchaser, the conditional approval of the TSX to list the Purchaser Common Shares to be issued pursuant to the Transaction on the TSX, subject only to compliance with the usual requirements of the TSX, including customary post-closing deliveries, and (ii) in respect of the Vendor, if required, the requisite approval of the TSXV to close the Transaction.

“ Straddle Period ” means a taxation year or fiscal period that includes but does not end on the Closing Date.

“ Subsidiary ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Superior Proposal ” means any unsolicited Acquisition Proposal: (i) to acquire not less than 50% of the outstanding Purchaser Common Shares or all or substantially all of the assets of the Purchaser on a consolidated basis; (ii) that is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal; (iii) in respect of which it has been demonstrated to the satisfaction of the Board that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; (iv) that is not subject to a due diligence condition; and (v) in respect of which the Board determines, in its good faith judgment, after receiving the advice of its financial advisor, that it would, if consummated in accordance with its terms, result in a transaction which is more favourable, from a financial point of view, to the Purchaser or the Purchaser Shareholders than the Transaction (including any amendments thereto proposed by the Vendor pursuant to Section 6.4(2)).

“ Superior Proposal Notice ” has the meaning ascribed thereto in Section 6.4(1)(b).

“ Tax Act ” means the Income Tax Act , R.S.C. 1985 (5th Supp.) c.1.

“ Tax Assessment Period ” means, in respect of any particular Tax, the period that ends on (and includes) the day that is six (6) months after the expiration of the period during which any tax assessment may be issued by a Governmental Entity in respect of the Tax or any taxation year or other tax period in which the particular Tax was imposed. For these purposes: (i) a Tax Assessment Period will be determined having regard to any consent, waiver, agreement or other document that extends the period during which a Governmental Entity may

14 -

issue a tax assessment, and (ii) a tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Law.

“ Tax Representations ” means the representations and warranties provided by the Vendor set forth in Section 3.1(dd) and Section 3.2(i) and the representation and warranties provided by the Purchaser set forth in Section 4.1(r).

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and other documents filed or required to be filed in respect of Taxes.

“ Taxes ” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies, rates, withholdings, dues, contributions and other charges, collections or assessments of any kind whatsoever, imposed by any Governmental Entity; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) or (iii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“ Terminating Party ” has the meaning ascribed thereto in Section 5.7(3).

“ Termination Fee ” has the meaning ascribed thereto in Section 11.5(2).

“ Termination Fee Event ” has the meaning ascribed thereto in Section 11.5(2).

“ Termination Notice ” has the meaning ascribed thereto in Section 5.7(3).

“ Third Party Claim ” means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party including a Governmental Entity, against an Indemnified Party which entitles the Indemnified Party to make a claim for indemnification under this Agreement.

“ Transaction ” means the purchase of the Purchased Shares by the Purchaser from the Vendor pursuant to this Agreement.

“ Transaction Resolution ” means the ordinary resolution approving the Transaction, required by the policies of the TSX, to be considered at the Purchaser Meeting by the Purchaser Shareholders, substantially in the form set out in Schedule 1.1(ii) with or without modification.

“ TSX ” means the Toronto Stock Exchange.

15 -

“ TSXV ” means the TSX Venture Exchange.

“ Vendor ” has the meaning ascribed thereto in the Preamble.

“ Vendor Capital Contribution ” has the meaning ascribed thereto in Section 2.1(3).

“ Vendor Disclosure Letter ” means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.

“ Vendor Filings ” means all documents publicly filed by or on behalf of Vendor on SEDAR from and including June 6, 2019.

“ Vendor Financial Statements ” means (i) the unaudited interim financial statements of the Vendor as at, and for the three and nine months ended September 30, 2020 and 2019, including the notes thereto; and (ii) the audited annual financial statements of the Vendor as at, and for years ended, December 31, 2019 and 2018, including the notes thereto and auditors report thereon.

“ Vendor Fundamental Representations ” has the meaning ascribed thereto in Section 7.1(a).

“ wilful breach ” means a material breach that is a consequence of an act undertaken by the breaching Party with the knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement.

Section 1.2 References and Usage.

Unless expressly stated otherwise, in this Agreement:

(a) reference to a gender includes all genders;
(b) the singular includes the plural and vice versa;
(c) “or” is used in the inclusive sense of “and/or”;
(d) “any” means “any and all”;
(e) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”;
(f) the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”;
(g) $ or dollars refers to the Canadian currency unless otherwise specifically indicated;
16 -
(h) accounting terms not specifically defined in this Agreement are to be interpreted in accordance with IFRS;
(i) a statute includes all rules and regulations made under it, if and as amended, re-enacted or replaced from time to time;
(j) a Person includes its heirs, administrators, executors, legal representatives, predecessors, successors and permitted assigns;
(k) the term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be amended, restated, replaced, supplemented or novated and all schedules to it, except as otherwise provided in this Agreement; and
(l) whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be required to be made or such action will be required to be taken on or not later than the next succeeding Business Day and in the computation of periods of time, unless otherwise stated, the word “ from ” means “ from and excluding ” and the words “ to” and “until” each mean “to and including”.

Section 1.3 Capitalized Terms.

All capitalized terms used in any Schedule, the Vendor Disclosure Letter or the Purchaser Disclosure Letter have the meanings ascribed to them in this Agreement.

Section 1.4 Headings, etc.

The use of headings (e.g., Article, Section, etc.) in this Agreement is reference only and is not to affect the interpretation of this Agreement. References in the Agreement to Article, Section etc., unless otherwise specified, shall mean the applicable Article, Section, etc. of this Agreement.

Section 1.5 Knowledge .

Where any representation or warranty is expressly qualified by reference to the knowledge of the Vendor, it is deemed to refer to the knowledge of the President, Chief Executive Officer and Chief Financial Officer, after due and diligent inquiry. Where any representation or warranty is expressly qualified by reference to the knowledge of the Purchaser, it is deemed to refer to the knowledge of the Chief Executive Officer and Chief Financial Officer, after due and diligent inquiry.

17 -

Section 1.6 Schedules and Disclosure Letter.

(1) The schedules attached to this Agreement, the Vendor Disclosure Letter and the Purchaser Disclosure Letter form an integral part of this Agreement for all purposes of it.
(2) Each of the Vendor Disclosure Letter and the Purchaser Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to applicable Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes, or (ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.

ARTICLE 2 PURCHASED SHARES AND PURCHASE PRICE

Section 2.1 Purchase and Sale .

(1) Subject to the terms and conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from the Vendor, as of Closing on the Closing Date, all (but not less than all) of the issued and outstanding common shares of the Company outstanding as of the Closing (collectively, the “ Purchased Shares ”) in consideration for the number of Purchaser Common Shares set out in Section 2.1(2) of this Agreement, with the result being that the Company will become a wholly-owned subsidiary of the Purchaser.
(2) The aggregate number of Purchaser Common Shares issuable in consideration for the Purchased Shares (the “ Consideration Shares ”) will equal 149,507,273 Purchaser Common Shares (representing approximately 30.1% of the issued and outstanding Purchaser Common Shares as of the date of this Agreement after giving effect to the Transaction) (the “ Purchase Price ”).
(3) Prior to the Closing, the Vendor shall cause the Company to pay and/or satisfy, by contributing to the Company sufficient funds, by way of a capital contribution in consideration for common shares of the Company (“ Vendor Capital Contribution ”), and causing the Company to pay and/or satisfy: (a) all indebtedness of the Company outstanding as of the Closing; (b) the aggregate amount of all unpaid fees, costs, expenses or other amounts incurred or payable by the Company in connection with the Transaction, including, without limitation, any legal, investment banking, accounting, environmental consultant, dataroom provider or similar fees or expenses, outstanding as of the Closing; and (c) any Taxes required to be paid by the Company in respect of (i) any PreClosing Tax Period, or (ii) the portion of a Straddle Period ending on the Closing Date (collectively, the “ Company Debt Extinguishment ”). The Vendor shall prepare prior to the Closing Date all documentation necessary and do all such other acts and things as are necessary to give effect to the Vendor Capital Contribution and the Company Debt Extinguishment.
18 -

Section 2.2 Date, Time, Place of Closing and Closing Procedures.

(1) Closing will take place remotely by exchange of documents and signatures (or their electronic counterparts) at 10:00 a.m. (Toronto time) on the Closing Date or at such other place, on such other date and at such other time as may be agreed upon in writing between the Vendor and the Purchaser.
(2) Subject to satisfaction or waiver by the relevant Party or Parties, as the case may be, of the conditions of Closing, on the Closing Date the Vendor will deliver actual possession of the Purchased Shares to the Purchaser and, upon such delivery, the Purchaser shall issue and deliver, or arrange for its transfer agent to deliver, the Consideration Shares in accordance with Section 2.3.

Section 2.3 Payment of Purchase Price.

At the Closing, the Purchaser shall deliver or arrange for its transfer agent to deliver to the Vendor share certificates or direct registration statements (at the election of the Vendor) representing the Consideration Shares to be issued to the Vendor hereunder, which Consideration Shares shall be registered in accordance with written instructions provided by the Vendor at least two Business Days prior to Closing.

Section 2.4 No fractional Purchaser Common Shares.

No fractional Purchaser Common Shares shall be issued pursuant to this Agreement, and in the event that the provisions of this Agreement would otherwise result in the issuance of any fractional Purchaser Common Shares, the Purchaser Common Shares to be issued shall be rounded down to the nearest whole number.

Section 2.5 Purchaser Meeting

(1) Purchaser shall:
(a) convene and conduct the Purchaser Meeting in accordance with the articles and by-laws of the Purchaser and Law as soon as reasonably practicable (and the Purchaser shall use commercially reasonable efforts to do so on or before April 15, 2021), and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Purchaser Meeting without the prior written consent of the Vendor: (i) except as required or permitted under Section 5.7(3) or Section 6.4(4); (ii) except as required for quorum purposes (in which case, the Purchaser Meeting shall be adjourned and not cancelled); (iii) except as required by Law or by a Governmental Entity; or (iv) except for adjournments for not more than ten (10) Business Days in the aggregate for the purposes of attempting to solicit proxies to obtain the requisite approval of the Transaction Resolution;
(b) subject to the terms of this Agreement, solicit proxies in favour of the approval of the Transaction Resolution and against any resolution
19 -

submitted by any Person that is inconsistent with the Transaction Resolution and the completion of the Transaction;

(c) provide the Vendor with copies of or access to information regarding the Purchaser Meeting generated by any proxy solicitation services firm retained by the Purchaser, as reasonably requested from time to time by the Vendor;
(d) give notice to the Vendor of the Purchaser Meeting and allow the Vendor’s representatives and legal counsel to attend the Purchaser Meeting;
(e) advise the Vendor, at such times as the Vendor may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Purchaser Meeting, as to the aggregate tally of the proxies received by the Purchaser in respect of the Transaction Resolution;
(f) promptly advise the Vendor of any material communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Transaction; and
(g) not change the record date for the Purchaser Shareholders entitled to vote at the Purchaser Meeting in connection with any adjournment or postponement of the Purchaser Meeting unless required by Law or as otherwise contemplated under the terms of this Agreement.

Section 2.6 The Circular

(1) Subject to the Vendor’s compliance with Section 2.6(4), the Purchaser shall prepare and complete the Circular together with any other documents required by Law in connection with the Purchaser Meeting, and the Purchaser shall cause the Circular and such other documents as may be required in connection with the Purchaser Meeting to be filed and sent to each Purchaser Shareholder and other Persons as required by Law so as to permit the Purchaser Meeting to be held by the date specified in Section 2.5(1)(a).
(2) The Purchaser shall ensure that the Circular complies in all material respects with Law. Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion; and (ii) a statement that the Board has, after receiving legal and financial advice, unanimously determined that the Transaction is in the best interests of the Purchaser and unanimously recommends that the Purchaser Shareholders vote in favour of the Transaction Resolution (the “ Board Recommendation ”).
(3) The Purchaser shall give the Vendor and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by
20 -

the Vendor and its legal counsel, and agrees that all information relating solely to the Vendor included in the Circular must be in a form and content satisfactory to the Vendor, acting reasonably.

(4) The Vendor shall provide, on a timely basis, all necessary information concerning the Company, the Vendor and its affiliates (including, if applicable, any financial statements of the Company and technical information concerning the Company Material Property) that is required by Law to be included by the Purchaser in the Circular (including any required consents relating thereto) to the Purchaser in writing, and shall ensure that such information does not contain any Misrepresentation. The Vendor shall, subject to the limitations set forth in Section 9.4, indemnify the Purchaser and its representatives from and against any and all Damages in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation contained in any information relating to the Company, the Vendor and its affiliates included in the Circular that was provided by the Vendor or its representatives expressly for inclusion in the Circular pursuant to this Section 2.6(4); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Circular that was provided by the Vendor or its representatives expressly for inclusion in the Circular pursuant to this Section 2.6(4).

For the avoidance of doubt, a claim for indemnification arising from a breach of this Section 2.6(4) shall survive the Closing and continue in full force and effect until December 31, 2022 under Article 9, and subject to the limitations set forth in Section 9.4.

(5) The Vendor shall use its commercially reasonable efforts to obtain (if so required under applicable Laws) any necessary consents from any of its or the Company’s auditors, technical consultants (including “qualified persons” as defined in NI 43-101) and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisors.
(6) Each Party shall promptly notify the other Parties if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Purchaser shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Purchaser Shareholders and, if required by Law, file the same with the Securities Authorities or any other Governmental Entity.
21 -

Section 2.7 Other business at the Purchaser Meeting.

(1) Subject to obtaining necessary approvals from the Purchaser Shareholders, the TSX and any other Governmental Entity in accordance with Law, the Purchaser intends to effect the Share Consolidation immediately following the completion of the Transaction. The Vendor consents to the Share Consolidation and agrees that the Purchaser shall be entitled to take all such steps and do all such things as are necessary or advisable to give effect to the Share Consolidation, including submitting matters related to the Share Consolidation for approval by the Purchaser Shareholders at the Purchaser Meeting and seeking other necessary approvals from the TSX or any other Governmental Entity.
(2) Subject to obtaining necessary approvals from the Purchaser Shareholders, the TSX and any other Governmental Entity in accordance with Law, in each case to the extent required, the Purchaser intends to effect the Purchaser Financing. The Vendor consents to the Purchaser Financing and agrees that the Purchaser shall be entitled to take all such steps and do all such things as are necessary or advisable to give effect to the Purchaser Financing, including submitting matters related to the Purchaser Financing for approval by the Purchaser Shareholders at the Purchaser Meeting and seeking other necessary approvals from the TSX or any other Governmental Entity.

Section 2.8 Section 85 Tax Election

Upon request of the Vendor, the Parties will jointly elect, pursuant to subsection 85(1) of the Tax Act and any applicable provincial legislation, in the prescribed form and within the time referred to in subsection 85(6) of the Tax Act, to transfer the Purchased Shares from the Vendor to the Purchaser at an elected amount as determined by the Vendor within the limits described in section 85 of the Tax Act.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDOR

Section 3.1 Representations and Warranties Regarding the Company.

Except as set forth in (i) the Vendor Disclosure Letter or (ii) the Company Filings (excluding any cautionary language and any disclosures set forth in any “risk factor” section or market risk section and in any section relating to forward looking statements), the Vendor represents and warrants as follows to the Purchaser and acknowledges and agrees that the Purchaser is relying upon the representations and warranties in connection with the entering into of this Agreement:

(a) Organization and Qualification . The Company is a corporation existing under the Laws of the Province of Ontario, and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business in accordance with Law and as now conducted. The Company is duly qualified, licensed or registered to carry on business in each jurisdiction in which the character of its assets and properties,
22 -

owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification, licensing or registration necessary, and, to the knowledge of the Vendor, has all Authorizations required to own, lease and operate its assets and properties and to carry on its business in accordance with Law and as now conducted.

(b) Governmental Authorization . With respect to the Company, the consummation of the Transaction does not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity by the Company, other than the Stock Exchange Approval (if required) and customary corporate filings for director and officer resignations and appointments.
(c) No Conflict. The consummation of the Transaction by the Company:
(i) does not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, any of the terms or provisions of the Company’s constating documents or by-laws;
(ii) does not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contract to which the Company is a party, by which the Company is bound or by which any of the properties or assets of the Company are bound;
(iii) does not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by the Company;
(iv) does not and will not result in the violation of any Law; and
(v) result in the creation or imposition of any Lien upon any of the properties or assets of the Company.
(d) Required Consents . There is no requirement to obtain any consent, approval, waiver, order, permit or authorization of, or declaration or filing with, or notification to, a party under any Contract to which the Company is a party in connection with the Transaction, except for the consents, approvals, waivers, orders, permits, authorizations, declarations, filings or notifications described in Section 3.1(d) of the Vendor Disclosure Letter.
23 -

(e) Authorized and Issued Capital .

(i) The authorized capital of the Company consists of an unlimited number of common shares, of which as of the date of this Agreement, 340,006,838 common shares (and no more) have been duly issued and are outstanding as fully paid and non-assessable. As of the date hereof, such 340,006,838 common shares of the Company issued to the Vendor represent all of the issued and outstanding securities in the capital of the Company and have been issued in material compliance with all applicable Laws including applicable Securities Laws. As of the Closing Date, the Purchased Shares represents all of the issued and outstanding securities in the capital of the Company and have been issued in material compliance with all applicable Laws including applicable Securities Laws.
(ii) The Company is a private issuer (as such term is defined in Section 2.4 of National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators). Since July 5, 2019, no shares or other securities of the Company have been issued in violation of any pre-emptive or similar rights of the current or past holders of equity interests in the Company.
(f) Subsidiaries .
(i) The Company has no Subsidiaries.
(ii) To the Vendor’s knowledge, the Company holds no securities or other ownership, equity or proprietary interests in any other Person.
(g) No Other Agreements to Purchase . Except for the Purchaser’s rights under this Agreement, no Person has any Contract, option or warrant, understanding, commitment or any right or privilege (whether by Law, pre-emptive or contractual granted by the Company) capable of becoming such for:
(i) the purchase or acquisition from the Vendor of any Purchased Shares;
(ii) the purchase, subscription, allotment or issuance of any of the unissued shares or other securities of the Company; or
(iii) the purchase or acquisition from the Company of any of its assets or properties outside the Ordinary Course.
(h) Corporate Records . The Corporate Records are complete and accurate in all material respects and all corporate proceedings and actions reflected
24 -

in the Corporate Records have been conducted or taken in material compliance with all applicable Laws and with the articles and by-laws of the Company, as applicable.

(i) Non-Arm's Length Transactions . The Company is not indebted to any director, officer, agent of, or independent contractor to, the Company or any of their respective affiliates or associates. There are no Contracts with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, the Vendor, any officer or director of the Company, or any of their respective affiliates or associates.
(j) Shareholder Agreements . The Company is not party to, subject to, or affected by, any unanimous shareholders agreement. There is no shareholder agreement, pooling agreement, voting trust, proxies or other similar agreement or understanding which restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of Company or which affects the ownership of the Company.
(k) Absence of Certain Changes or Events . Since July 5, 2019: (i) other than the Transaction, and (ii) the mandatory lockdown implemented by the Ontario provincial government due to the COVID-19 pandemic, which required the Company to temporarily suspend exploration activities, the Company has conducted business only in the Ordinary Course; (iii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iv) there has not been any acquisition or sale by the Company of any material property or assets; (v) there has not been any incurrence, assumption or guarantee by the Company of any material debt for borrowed money, any creation or assumption by the Company of any Lien or any making by the Company of any loan, advance or capital contribution to or investment in any other Person.
(l) Compliance with Laws .
(i) The Company has materially complied with, and is not in violation of, any applicable Laws. The Company has not received any written notices or other written correspondence from any Governmental Entity since July 5, 2019: (i) regarding any violation (or any investigation, inspection, audit, or other proceeding by any Governmental Entity involving allegations of any violation) of any Law; or (ii) of any circumstances that may have existed or currently exist which could lead to a loss, suspension, or modification of, or a refusal to issue, any Authorization.
(ii) Neither the Company nor, to the knowledge of the Vendor, any of the Company’s respective directors, officers, representatives or
25 -

agents: (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other expenses relating to political activity that would be illegal; (ii) has used or is using any corporate funds for any direct or indirect illegal payments to any foreign or domestic governmental officials or employees; (iii) has established or maintained, or is maintaining, any illegal fund of corporate monies or other properties; (iv) has made any bribe, illegal payoff, influence payment, kickback or other illegal payment of any nature; or (v) has taken, committed to take, or been alleged to have taken, any action which could cause the Company to be in violation of (A) any provision of the United States Foreign Corrupt Practices Act of 1977 , the Corruption of Foreign Public Officials Act (Canada) or any similar Laws of other jurisdictions, (B) any economic sanctions imposed, administered or enforced by the United States government, including those administered by the U.S. Department of the Treasury’s Office of Foreign Asset Control or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or the Government of Canada or (C) any Laws pertaining to the export and reexport of any commodities, software, technology and services administered or enforced by the U.S. Department of Commerce or any Canadian, United Kingdom or European Laws of a similar nature.

(iii) The operations of the Company are and have, since July 5, 2019, been conducted in compliance with applicable financial recordkeeping and reporting requirements and money laundering laws and the rules and regulations thereunder and any related or similar Laws, rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity relating to money laundering and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to any of the foregoing is pending, or to the knowledge of the Vendor, threatened.
(m) Authorizations . Section 3.1(m) of the Vendor Disclosure Letter lists and describes all Authorizations that are required by Law in connection with the current operation of the business of the Company or that are required by Law in connection with the ownership, operation or use of the assets or properties of the Company as currently constituted. The Company lawfully holds, owns or uses, and have complied with, all such Authorizations. Each such Authorization is validly subsisting and in full force and effect, and is renewable by its terms in the Ordinary Course without the need for the Company to comply with any special rules or procedures, agree to any materially different terms or conditions or pay any amounts other than routine fees. All such Authorizations are in good standing and there has been no default under any such Authorizations.
26 -

No action, investigation or proceeding is pending, or to the knowledge of the Vendor threatened, in respect of or regarding any such Authorization and the Company has not received notice, whether written or oral, of revocation, non-renewal or material amendments of any such Authorization, or of the intention of any Person to revoke, suspend, refuse to renew or materially amend any such Authorization. No Authorizations of the Company will terminate or lapse by reason of, the Transaction.

(n) Personal Property . The Company has good title to all material personal or movable property of any kind or nature which the Company purports to own, free and clear of all Liens (other than Permitted Liens). The Company, as lessee, has the right under valid and subsisting leases to use, possess and control all personal or movable property leased by and material to the Company as used, possessed and controlled by the Company.

(o) Operational Matters .

(i) All material rentals, payments and obligations (including maintenance for mining claims), and any other material payments due or payable on or prior to the date hereof under or with respect to the Material Company Property have been properly and timely paid and no claim is due to lapse within 90 days of the date hereof.
(ii) The ore bodies and minerals located in the Material Company Property are under valid, subsisting and enforceable title documents or other written and enforceable agreements or instruments, sufficient to permit the Company to explore the minerals relating thereto. All property, leases or claims in which the Company has any interest or right, including the Material Company Property and any other real property interest related thereto, have been validly located, staked, maintained and recorded in accordance with all applicable Laws and are valid and subsisting. The Company has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Company Property granting the Company the rights and ability to explore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by the Company of the rights or interests so held. Each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Company or Victory Gold Mines Inc.
(iii) All exploration activities conducted by the Company on the Material Company Property have been undertaken in accordance
27 -

with good exploration practices and in compliance with all applicable Laws, except where the failure to so comply would not have a Material Adverse Effect.

(iv) The Company has all necessary Authorizations required for it to carry on its business as currently conducted on the Material Company Property, all of which are in full force and effect, and the Company is in material compliance with such Authorizations. The Company has not received oral or written notice relating to the revocation, cancellation expropriation or modification of any such Authorization.

(p) Material Company Property .

(i) The Company Material Property is appropriately described, as required by Securities Laws, in the Vendor Filings and, to the knowledge of the Company, there are no mineral claims or other rights comprising the Material Company Property or any portion thereof which are not set out in the Vendor Filings and each of the material Authorizations set out in the Vendor Filings are in full force and effect.
(ii) All of the mineral claims or other rights comprising the Material Company Property have been validly located and recorded in material compliance with applicable Laws and are comprised of valid and subsisting mineral claims, which are in good standing under applicable Laws.
(iii) No Person has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Material Company Property.
(iv) The Company has all necessary corporate power to own the Material Company Property and is in material compliance with all applicable Laws to which the Material Company Property are subject.
(v) Each Concession relating to the Company Material Property is in full force and effect and in good standing. The Company is the sole legal and beneficial owner of, and has good, valid and marketable right, title and interest to, its Concessions comprising the Company Material Property. The interests of the Company in each Concession relating to the Company Material Property is held free and clear of all Liens except Permitted Liens. The Company Filings together with the Data Room accurately describe, in all material respects: (A) the interests of the Company in each of the Concessions comprising the Company Material
28 -

Property; (B) the instrument, agreement or document pursuant to which the Company holds its interest in each Concession comprising the Company Material Property. The Company is lawfully authorized to hold its interest in the Concessions comprising the Company Material Property.

(vi) All Taxes which are due and payable, local improvements, assessment rates, utilities and any and all other payments to or assessments of any Governmental Entity having jurisdiction over the Material Company Property have been made by the Company.
(vii) Neither the Material Company Property nor any minerals or product derived from the Material Company Property are subject to or bound by any royalty or royalty interest, whether registered or unregistered, and the Company has not granted any royalty interest in or affecting the foregoing.
(viii) There are no claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Vendor, that are threatened, affecting or which could affect the Company’s right, title or interest in the Material Company Property or the ability of the Company to explore or develop the Material Company Property, including the title to or ownership by the Company of the foregoing, or which might involve the possibility of any judgement or liability affecting the Material Company Property.
(ix) The Company has not received any notice of any breach of any applicable Law in respect of its conduct on or under the Material Company Property which could have a Material Adverse Effect.
(q) Expropriation . No Company Property or any other material property or asset of the Company has been taken or expropriated by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of the Vendor, is there any intent or proposal to give any such notice or to commence any such proceeding.
(r)
Technical Matters .
(i) The technical report prepared for the Vendor entitled “ A Mineral Resource Estimate for the Garrcon, Jonpol and 903 Zones at the Garrison Project, Garrison Township, Black River- Matheson Area, Northeastern Ontario ” dated as of April 4, 2019 (effective date of February 19, 2019), by RockRidge Partnership and Associates, and reviewed and audited by Micon International Limited (the “ Technical Report ”) complied in all material respects with the
29 -

requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. The Vendor does not have knowledge of a material adverse change in any production, cost, price, mineral reserves, mineral resources or other relevant information provided since the date such information was provided.

(ii) All of the material assumptions underlying the mineral resource and mineral reserve estimates in the Technical Report and in the Vendor Filings are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the Company, taken as a whole, from the amounts set forth in the Vendor Filings, other than as a result of operations in the Ordinary Course.
(iii) To the knowledge of the Vendor, the scientific and technical information relating to the Company Material Property set forth in the Vendor Filings relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Vendor and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws.
(iv) The Vendor is in compliance in all material respects with the provisions of NI 43-101 in respect of the Company Material Property, has filed all technical reports required thereby, and there has been no change of which the Vendor is aware that would disaffirm or change in any material respect any aspect of the Technical Report or that would require the filing of a new technical report under NI 43-101.
(s) Indigenous Claims .
(i) The Company has not received any Indigenous Claim which affects the Company nor, to the knowledge of the Vendor, has any Indigenous Claim been threatened which relates to any of the Company Properties, any Authorizations or the operation by the Company of its businesses in the areas in which such operations
30 -

are carried on or in which any of the Company Properties are located.

(ii) The Company has provided the Purchaser and its Representatives with all information concerning all outstanding agreements, memorandums of understanding or similar arrangements with any Indigenous Group, including copies of all written agreements with any Indigenous Group.
(iii) All existing agreements, memorandums of understanding and similar arrangements with Indigenous Groups are in full force and effect and there has been no assertion that the Company or its subsidiary is in breach or default under any such arrangements.
(iv) No Indigenous blockade, occupation, illegal action or on-site protest is currently occurring or, to the knowledge of the Vendor, threatened in connection with the activities on the Company Properties.
(v) No Indigenous Information has been received by the Company which would have a Material Adverse Effect.
(t) NGOs and Community Groups . No material dispute between the Company and any non-governmental organization, community, or community group exists or, to the knowledge of the Vendor, is threatened or imminent with respect to any of the Company Properties or operations. The Company has provided the Purchaser and its Representatives with full and complete access to all material correspondence received by the Company or its Representatives since July 5, 2019 from any non-governmental organization, community, community group or Indigenous Group.

(u)

Material Contracts .

(i) Section 3.1(u) of the Vendor Disclosure Letter sets out a complete and accurate list of all Material Contracts. True and complete copies of the Material Contracts have been made available in the Data Room.
(ii) Each Material Contract is legal, valid, binding and in full force and effect and is enforceable by the Company in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and to general principles of equity).
(iii) The Company has not, since July 5, 2019, waived any rights under a Material Contract.
31 -
(iv) The Company has, in all material respects, performed all obligations required to be performed by it under the Material Contracts and the Company is not in breach or default under any Material Contract, and, to the Vendor’s knowledge, no condition exists that with the passage of time or the giving of notice or both would result in any such breach or default.
(v) The Company has not received notice (whether written or oral), that any party to a Material Contract, intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of the Vendor, no such action has been threatened.
(vi) Neither the entering into of this Agreement, nor the consummation of the Transaction or any of the other transactions contemplated by this Agreement will trigger any change of control or similar provisions in any of the Material Contracts.
(v) Intellectual Property . The Company does not own or possess any material intellectual property rights including any patents, copyrights, trade secrets, trademarks, service marks or trade names which are, individually or in the aggregate, material to the business and operations of the Company as currently conducted.
(w) Books and Records . All accounting and financial Books and Records of the Company have been fully, properly and accurately kept and completed in all material respects. Such Books and Records and other data and information are not recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which will not be available after Closing in the Ordinary Course.
(x) No Liabilities. There are no liabilities or obligations of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed, or which may be disclosed, in the financial statements of the Company; or (ii) incurred in the Ordinary Course since September 30, 2020 and which are not material. The principal amount of all indebtedness for borrowed money of the Company as of the date of this Agreement is set forth in Section 3.1(x) of the Vendor Disclosure Letter.
(y)

Environmental Matters .

(i) The Company has carried on and is currently carrying on its operations in compliance with all applicable Environmental Laws and the Company Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure
32 -

to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(ii) Except as described in (ii)Section 3.1(y)(ii) of the Vendor Disclosure Letter, the Company is not subject to any contingent or other liability relating to (A) the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (C) non-compliance with Environmental Laws.
(iii) The Company Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, discharge, release, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not have a Material Adverse Effect. The Company has not caused or, to the knowledge of the Vendor, permitted the Release of any Hazardous Substances at, in, on, under or from any Company Property, except for Releases that would not have a Material Adverse Effect. To the knowledge of the Vendor, all Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Company Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not have a Material Adverse Effect.
(iv) No site or facility now or previously owned, operated or leased by the Company is listed or, to the knowledge of the Vendor, is proposed for listing on, any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action. To the knowledge of the Vendor, the Company has not treated, disposed of, discharged, released, or arranged for the treatment, disposal, discharge or release of, any Hazardous Substances at any location: (A) on any list of sites requiring Remedial Action issued by any Governmental Entity; (B) proposed for listing on any such list; or (C) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against the Company.
(v) To the knowledge of the Vendor, the Company has not caused or permitted the Release of any Hazardous Substances on or to any Company Property in such a manner as: (A) would reasonably be expected to impose liability, except to the extent that such liability would not have a Material Adverse Effect; or (B) would be reasonably expected to result in imposition of a lien, charge or
33 -

other encumbrance or the expropriation of any Company Property or any of the assets of the Company.

(vi) The Company has not received from any person or Governmental Entity any written notice, or the knowledge of the Vendor, other notice of any material proceeding, action or other claim or liability arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Vendor, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim or liability.
(vii) Section 3.1(y)(ii) of the Vendor Disclosure Letter lists all material reports and documents relating to the environmental matters affecting the Company or any of the Company Properties which are in the possession or under the control of the Company or the Vendor. Copies of all such reports and documents have been made available in the Data Room. To the knowledge of the Vendor, there are no other material reports or documents relating to environmental matters affecting the Company or any of the Company Properties which have not been made available to the Purchaser.
(z) Employees and Employee Benefit Plans .
(i) The Company does not have or employ (directly or indirectly) any employees and does not maintain or sponsor any employee benefit plan or pension plan.
(ii) The Company has not declared or paid, or committed to declare or pay, any amount to any Person in respect of a performance or incentive or other bonus in connection with the completion of the Transaction.
(aa) Insurance . The Company is, and has been since July 5, 2019, insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of the Company and its respective assets. Section 3.1(aa) of the Vendor Disclosure Letter contains a correct and complete list of insurance policies which are maintained by the Company setting out, in respect of each policy, the type of policy, the name of the insurer, the coverage allowance, the expiration date, the annual premium and any pending claims. The Company has made available in the Data Room true and complete copies of all such policies, bonds or binders. The third party insurance policies of the Company are in full force and effect in accordance with their terms, and the Company is not in default under the terms of any such policy. There is no claim pending under any insurance policy that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or
34 -

any portion of such claims. All proceedings covered by any of the insurance policies have been properly reported to and accepted by the applicable insurer.

(bb) Litigation . There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Vendor, threatened, against or involving the Company by or before any Governmental Entity nor is the Company subject to any outstanding judgment, order, writ, injunction or decree that, either individually or in the aggregate, is reasonably likely to prevent or materially delay the consummation of the Transaction. Neither the Company nor any of its assets or properties is subject to any outstanding judgment, order, writ, injunction or decree material to the Company or which could prevent or delay the consummation of the Transaction.
(cc) Insolvency. No act or proceeding has been taken by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy, reorganization, compromise or arrangement of the or for the appointment of a trustee, receiver, manager or other administrator of the Company or any of its properties or assets nor, to the knowledge of the Vendor, is any such act or proceeding threatened. The Company has not sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or similar legislation. Neither the Company nor any of its properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Company to conduct its business in all material respects as it has been carried on prior to the date hereof, or that has had, individually or in the aggregate, a Material Adverse Effect or would reasonably be expected to prevent or significantly impede or materially delay the completion of the Transaction.

(dd) Taxes .

(i) The Company has duly and timely filed all Tax Returns required to be filed with the appropriate Governmental Entities and all such Tax Returns are correct and complete in all material respects and reflect accurately all liability for Taxes of the Company for the periods covered thereby. The Vendor has furnished or made available to the Purchaser complete and accurate copies of all material Tax Returns, and any amendments thereto, filed by the Company for the preceding four taxation years.
(ii) The Company has paid all Taxes which are due and payable (including all instalments on account of Taxes) within the time required by Law, and has paid all assessments and reassessments it has received in respect of Taxes. The Company has made full and adequate provision in the Books and Records and the
35 -

financial statements of the Company for all Taxes of the Company for the periods covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns. Since the publication date for such financial statements, no material liability in respect of Taxes not reflected in such financial statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the Ordinary Course. The Company has not received any refund of Taxes to which it was not entitled.

(iii) The Company has withheld and collected all amounts required by Law to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under any Law.
(iv) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending, or to the knowledge of the Vendor threatened, against the Company in respect of Taxes and, to the knowledge of the Vendor, there is no reason to expect that any such claim, action, suit, audit, proceeding, investigation or other action may be asserted against the Company by a Governmental Entity. The Company is not negotiating any final or draft assessment or reassessment in respect of Taxes with any Governmental Entity and the Company has not received any indication from any Governmental Entity that an assessment or reassessment is proposed or may be proposed in respect of any Taxes. The Vendor is not aware of any contingent liabilities of the Company for Taxes or any grounds for an assessment or reassessment of Taxes, including, without limitation, the treatment of income, expenses, credits or other claims for deduction under any Tax Return.
(v) As at December 31, 2020, for the purposes of the Tax Act, the Resource Pools of the Company are not less than the amount set forth in Section 3.1(dd)(v) of the Vendor Disclosure Letter.
(vi) The Company has not entered into any agreements or made any covenants with any parties with respect to the issuance of “flowthrough” shares or the incurring and renunciation of “Canadian exploration expense” or “Canadian development expense” (each as defined in the Tax Act), except where such amounts have been fully expended and renounced as required thereunder.
(vii) The Company has not claimed or received any subsidies, government assistance or Tax refunds, including, for greater certainty, under section 125.7 or subsection 153 (1.02) of the Tax Act.
36 -
(viii) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, the Company.
(ix) No claim has ever been made by a Governmental Entity in respect of Taxes in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to Tax by that jurisdiction.
(x) There are no Liens for Taxes upon any property or asset of the Company (whether owned or leased), except Liens for current Taxes not yet due.
(xi) The terms and conditions made or imposed in respect of every transaction (or series of transactions) between the Company and any Person that is (x) a non-resident of Canada for purposes of the Tax Act, and (y) not dealing at arm’s length with the Company, for purposes of the Tax Act, do not differ from those that would have been made between persons dealing at arm’s length for purposes of the Tax Act, and all documentation or records as required by applicable Law has been made or obtained in respect of such transactions (or series of transactions).
(xii) The Company has not acquired property from a Person not dealing at arm’s length (for purposes of the Tax Act) with it in circumstances that would result in the Company becoming liable to pay Taxes of such Person under subsection 160(1) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.
(xiii) There are no circumstances existing which could result in the application to the Company of section 17 or sections 78 to 80.04 (inclusive) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.
(xiv) The Company is not subject to any liability for Taxes of any other Person and is not a party to, or bound by, any tax sharing agreement, tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity).
(xv) The Company is not subject to any joint venture, partnership or other arrangement or contract that is treated as a partnership for income tax purposes in any jurisdiction. The Company is not a
37 -

party to any agreement, understanding, or arrangement relating to allocating or sharing any amount of Taxes.

(xvi) The Company is a “taxable Canadian corporation” for the purposes of the Tax Act.

Section 3.2 Representations and Warranties Regarding the Vendor.

Except as set forth in (i) the Vendor Disclosure Letter, or (ii) the Vendor Filings (excluding any cautionary language and any disclosures set forth in any “risk factor” section or market risk section and in any section relating to forward looking statements), the Vendor represents and warrants as follows to the Purchaser and acknowledges and agrees that the Purchaser is relying upon the representations and warranties in connection with the entering into of this Agreement:

(a) Organization and Qualification . The Vendor is a corporation existing under the Laws of the Province of Ontario and has all requisite corporate power and authority to own, lease and operate its assets and properties and conduct its business as now conducted. The Vendor is duly qualified, licensed or registered to carry on business in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification, licensing or registration necessary.
(b) Corporate Authorization . The Vendor has the requisite corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Vendor as contemplated by this Agreement, and to perform its obligations under this Agreement and under such other agreements and instruments. The execution and delivery and performance by the Vendor of this Agreement and the consummation of the Transaction have been duly authorized by all necessary corporate action on the part of the Vendor and no other corporate proceedings on the part of the Vendor are necessary to authorize this Agreement or the consummation of the Transaction.
(c) Execution and Binding Obligation . This Agreement has been duly executed and delivered by the Vendor and constitutes a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms, subject only to any limitation under bankruptcy, insolvency and other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance.
(d) Governmental Authorization . The execution, delivery and performance by the Vendor of this Agreement and the consummation by the Vendor of the Transaction does not require any Authorization or other action by or
38 -

in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity by the Vendor.

(e) No Conflict . The execution and delivery of and performance by the Vendor of this Agreement and the consummation by the Vendor of the Transaction :
(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, any of the terms or provisions of the Vendor’s constating documents or by-laws; and
(ii) do not and will not result in the violation of any Law, except where the violation would not have a Material Adverse Effect.
(f) No Other Agreements to Purchase . Except for the Purchaser’s right under this Agreement, no Person has any Contract, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual granted by such Vendor) capable of becoming such for the purchase or acquisition from such Vendor of any Purchased Shares of the Vendor.
(g) Title to Purchased Shares . As of the date hereof, the Vendor owns 340,006,838 common shares of the Company. As of the Closing Date, the Vendor owns the Purchased Shares as the sole registered and beneficial owner with a good title, free and clear of all Liens other than those restrictions on transfer, if any, contained in the articles of the Company. Upon completion of the Transaction, the Vendor will have transferred to the Purchaser good and valid title to the Purchased Shares, free and clear of all Liens other than those restrictions on transfer, if any, contained in the constating documents of the Company, with the result being that the Company will become a wholly-owned subsidiary of the Purchaser.
(h) Litigation. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Vendor, threatened, against or involving the Vendor or any of its affiliates by or before any Governmental Entity nor is the Vendor or any of its affiliates subject to any outstanding judgment, order, writ, injunction or decree that, either individually or in the aggregate, is reasonably likely to prevent or materially delay the consummation of the Transaction.
(i) Residence . The Vendor is not a non-resident of Canada within the meaning of the Tax Act .
(j) No Brokers . The Vendor has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Transaction for which the Purchaser or the Company may become liable.
39 -
(k) Board Approval; No Shareholder Vote Required . The board of directors of the Vendor has approved this Agreement and the Transaction. No vote of the shareholders of the Vendor is necessary to approve and adopt this Agreement or the Transaction.
(l) Securities Law Matters . The Vendor is a “reporting issuer” under the Securities Laws in the Provinces of British Columbia, Alberta, Ontario and Quebec. The Vendor is in compliance with, and not in default of, Securities Laws and the rules and regulations of the TSXV and, as of the date of this Agreement, there are no current, pending or, to the knowledge of the Vendor, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged noncompliance with any Securities Laws or the rules and regulations of the TSXV. The Vendor has timely filed all documents required to be filed by the Vendor with any Governmental Entity under Securities Laws and the rules and regulations of the TSXV. Each of the Vendor Filings complied as filed with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation. The Vendor has not filed any confidential material change report (which at the date of this Agreement remains confidential) or any other confidential filings with any Securities Authority. There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Vendor Filings and neither the Vendor nor any of the Vendor Filings is the subject of an ongoing audit, review, comment or investigation by any Securities Authority or the TSXV.
(m) Vendor Financial Statements . The Vendor Financial Statements: (i) were prepared in accordance with IFRS and Law; (ii) complied as to form in all material respects with applicable accounting requirements in Canada; and (iii) fairly present, in all material respects, the assets, liabilities (whether accrued, absolute, contentment or otherwise), consolidated financial position, results of operations or financial performance and cash flows of the Vendor and its Subsidiaries as of their respective dates and the consolidated financial position, results of operations or financial performance and cash flows of the Vendor and its Subsidiaries for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements). The Vendor does not intend to correct or restate, nor, to the knowledge of the Vendor is there any basis for any correction or restatement of, any aspect of the Vendor Financial Statements.
(n) Auditors . The Vendor’s current auditors are independent with respect to the Vendor within the meaning of the rules of professional conduct applicable to auditors in Canada and there has never been a “reportable event” (within the meaning of National Instrument 51-102 – Continuous
40 -

Disclosure Obligations of the Canadian Securities Administrators) with the current or any predecessor auditors of the Vendor.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser.

Except as set forth in (i) the Purchaser Disclosure Letter, or (ii) the Purchaser Filings (excluding any cautionary language and any disclosures set forth in any “risk factor” section or market risk section and in any section relating to forward looking statements), the Purchaser represents and warrants as follows to the Vendor and acknowledges and agrees that the Vendor is relying upon the representations and warranties in connection with the entering into of this Agreement:

(a) Organization and Qualification . The Purchaser is a corporation incorporated and existing under the Laws of the Province of Ontario and has all requisite corporate power and authority to own, lease and operate its assets and properties and conduct its business as now conducted. The Purchaser is duly qualified, licensed or registered to carry on business in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification, licensing or registration necessary.
(b) Corporate Authorization . The Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Purchaser as contemplated by this Agreement, and to perform its obligations under this Agreement and under such other agreements and instruments. The execution and delivery and performance by the Purchaser of this Agreement and the consummation of the Transaction have been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement or the consummation of the Transaction or the issuance of the Consideration Shares other than approval by the Board of the Circular and approval by the Purchaser Shareholders of the Transaction Resolution at the Purchaser Meeting.
(c) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against it in accordance with its terms, subject only to any limitation under bankruptcy, insolvency and other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance.
(d) Governmental Authorization. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the
41 -

Purchaser of the Transaction does not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity by the Purchaser other than (i) the Stock Exchange Approval and (ii) compliance with Securities Law and the rules and policies of the TSX.

(e) No Conflict . The execution and delivery of and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the Transaction :
(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, any of the terms or provisions of the Purchaser’s constating documents or by-laws; and
(ii) do not and will not result in the violation of any Law, except where the violation would not have a Purchaser Material Adverse Effect.

(f) Capitalization .

(i) The authorized capital of the Purchaser consists of an unlimited number of common shares. As of the date of this Agreement, there are 347,194,630 Purchaser Common Shares issued and outstanding.
(ii) As of the date of this Agreement, an aggregate of up to 23,925,000 Purchaser Common Shares are issuable upon the exercise of outstanding stock options of the Purchaser and up to 3,454,465 Purchaser Common Shares are issuable upon the exercise of outstanding common share purchase warrants of the Purchaser. Except for the Purchaser Common Shares described in the immediately preceding sentence which may be issued upon the exercise of stock options and common share purchase warrants of the Purchaser, the Purchaser Common Shares and any broker common share purchase warrants which may be issued in connection with the Purchaser Financing and the Consideration Shares issuable in connection with the Transaction, there are no issued, outstanding or authorized options, warrants, calls, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any agreements, arrangements, entitlements, instruments or commitments of any kind (preemptive, contingent or otherwise) that obligate or may obligate the Purchaser to, directly or indirectly, issue or sell any securities of the Purchaser or any securities convertible into, exchange or exercisable for, securities of the Purchaser, or that give any Person
42 -

the right to subscribe for or acquire, any securities or other ownership interests of the Purchaser.

(g) Rights of Other Persons . Except as may be contemplated by the Investor Rights Agreement, no Person has any right of participation or other similar right in respect of any equity financings to be undertaken by the Purchaser and no Purchaser Shareholder has any right to compel Purchaser to register or otherwise qualify the Purchaser Shares (or any of them), or any other securities of Purchaser, for public sale or distribution.
(h) Purchaser Share Ownership . To the knowledge of the Purchaser, no Purchaser Shareholder (or any two or more Purchaser Shareholders acting jointly or in concert) beneficially owns greater than 20% of the issued and outstanding Purchaser Shares.
(i) Subsidiaries . Section 4.1(i) of the Purchaser Disclosure Letter includes a complete and accurate list of all Subsidiaries owned, directly or indirectly, by the Purchaser, each of which is wholly-owned other than as disclosed in Section 4.1(i) of the Purchaser Disclosure Letter. All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser are duly authorized, validly issued, fully paid and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by Purchaser are legally and beneficially owned free and clear of all Liens. There are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of the Purchaser.
(j) Consideration Shares . The Consideration Shares to be issued pursuant to the Transaction have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of the Purchaser, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities and, subject to obtaining the Stock Exchange Approval, will be listed for trading on the TSX.
(k) Securities Law Matters . The Purchaser is a “reporting issuer” under the Securities Laws in the provinces of Alberta, Ontario and Quebec and is not on the list of reporting issuers in default under applicable Securities Laws in each of the foregoing provinces. The Purchaser Common Shares are listed and posted for trading on the TSX. The Purchaser is in compliance with, and not in default of, Securities Laws and the rules and regulations of the TSX and, as of the date of this Agreement, there are no current, pending or, to the knowledge of the Purchaser, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws or
43 -

the rules and regulations of the TSX. The Purchaser has timely filed all documents required to be filed by the Purchaser with any Governmental Entity under Securities Laws and the rules and regulations of the TSX. Each of the Purchaser Filings complied as filed with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation. The Purchaser has not filed any confidential material change report (which at the date of this Agreement remains confidential) or any other confidential filings with any Securities Authority. There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Purchaser Filings and neither the Purchaser nor any of the Purchaser Filings is the subject of an ongoing audit, review, comment or investigation by any Securities Authority or the TSX.

(l) Purchaser Financial Statements . The Purchaser Financial Statements: (i) were prepared in accordance with IFRS and Law; (ii) complied as to form in all material respects with applicable accounting requirements in Canada; and (iii) fairly present, in all material respects, the assets, liabilities (whether accrued, absolute, contentment or otherwise), consolidated financial position, results of operations or financial performance and cash flows of the Purchaser and its Subsidiaries as of their respective dates and the consolidated financial position, results of operations or financial performance and cash flows of the Purchaser and its Subsidiaries for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements). The Purchaser does not intend to correct or restate, nor, to the knowledge of the Purchaser is there any basis for any correction or restatement of, any aspect of the Purchaser Financial Statements.
(m) Disclosure Controls and Internal Control over Financial Reporting . The Purchaser has: (i) designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Purchaser and its Subsidiaries is made known to the Chief Executive Officer and Chief Financial Officer of the Purchaser on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; (ii) designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS; (iii) has evaluated the effectiveness of the Purchaser’s disclosure controls and procedures and has disclosed in its MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the Purchaser’s internal control over financial reporting and has disclosed in its MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to
44 -

any material weaknesses. To the knowledge of the Purchaser: (i) there are no material weaknesses in, the internal controls over financial reporting of the Purchaser that could reasonably be expected to adversely affect the Purchaser’s ability to record, process, summarize and report financial information; and (ii) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of the Purchaser. Since January 1, 2020, the Purchaser has received no: (i) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (ii) expressions of concern from employees of the Purchaser regarding questionable accounting or auditing matters.

(n) No Material Change . Since January 1, 2020, there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or which could reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.
(o) Litigation. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Purchaser, threatened, against or involving the Purchaser or any of its affiliates by or before any Governmental Entity nor is the Purchaser or any of its affiliates subject to any outstanding judgment, order, writ, injunction or decree that, either individually or in the aggregate, is reasonably likely to prevent or materially delay the consummation of the Transaction.
(p) Fairness Opinion . The Board has received the Fairness Opinion, and such opinion has not been withdrawn or modified as of the date of this Agreement.
(q) Board Approval . As of the date hereof, the Board has, after receiving legal and financial advice: (i) determined that the Transaction is in the best interests of the Purchaser; (ii) resolved to recommend that the Purchaser Shareholders vote in favour of the Transaction Resolution; and (iii) authorized the entering into of this Agreement and the performance by Purchaser of its obligations under this Agreement, and no action has been taken to amend, or supersede, such determinations, resolutions or authorizations.
(r) Taxes .
(i) The Purchaser has duly and timely filed all Tax Returns required to be filed with the appropriate Governmental Entities and all such Tax Returns are correct and complete in all material respects and reflect accurately all liability for Taxes of the Purchaser for the periods covered thereby. The Purchaser has furnished or made available to the Company complete and accurate copies of all
45 -

material Tax Returns, and any amendments thereto, filed by the Purchaser for the preceding four taxation years.

(ii) The Purchaser has paid all Taxes which are due and payable (including all instalments on account of Taxes) within the time required by Law, and has paid all assessments and reassessments it has received in respect of Taxes. The Purchaser has made full and adequate provision in the Books and Records and the financial statements of the Purchaser for all Taxes of the Purchaser for the periods covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns. Since the publication date for such financial statements, no material liability in respect of Taxes not reflected in such financial statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the Ordinary Course. The Purchaser has not received any refund of Taxes to which it was not entitled.
(iii) The Purchaser has withheld and collected all amounts required by Law to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under any Law.
(iv) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending, or to the knowledge of the Purchaser threatened, against the Purchaser in respect of Taxes and, to the knowledge of the Purchaser there is no reason to expect that any such claim, action, suit, audit, proceeding, investigation or other action may be asserted against the Purchaser by a Governmental Entity. The Purchaser is not negotiating any final or draft assessment or reassessment in respect of Taxes with any Governmental Entity and the Purchaser has not received any indication from any Governmental Entity that an assessment or reassessment is proposed or may be proposed in respect of any Taxes. The Purchaser is not aware of any contingent liabilities of the Purchaser for Taxes or any grounds for an assessment or reassessment of Taxes, including, without limitation, the treatment of income, expenses, credits or other claims for deduction under any Tax Return.
(v) The Purchaser has not claimed or received any subsidies, government assistance or Tax refunds, including, for greater certainty, under section 125.7 or subsection 153 (1.02) of the Tax Act.
(vi) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment
46 -

of Taxes or the filing of any Tax Return by, or any payment of Taxes by, the Purchaser.

(vii) No claim has ever been made by a Governmental Entity in respect of Taxes in a jurisdiction where the Purchaser does not file Tax Returns that the Purchaser is or may be subject to Tax by that jurisdiction.
(viii) There are no Liens for Taxes upon any property or asset of the Purchaser (whether owned or leased), except Liens for current Taxes not yet due.
(ix) The terms and conditions made or imposed in respect of every transaction (or series of transactions) between the Purchaser and any Person that is (x) a non-resident of Canada for purposes of the Tax Act, and (y) not dealing at arm’s length with the Purchaser, for purposes of the Tax Act, do not differ from those that would have been made between persons dealing at arm’s length for purposes of the Tax Act, and all documentation or records as required by applicable Law has been made or obtained in respect of such transactions (or series of transactions).
(x) The Purchaser has not acquired property from a Person not dealing at arm’s length (for purposes of the Tax Act) with it in circumstances that would result in the Purchaser becoming liable to pay Taxes of such Person under subsection 160(1) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.
(xi) There are no circumstances existing which could result in the application to the Purchaser of section 17 or sections 78 to 80.04 (inclusive) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.
(xii) The Purchaser is not subject to any liability for Taxes of any other Person and is not a party to, or bound by, any tax sharing agreement, tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity).
(xiii) The Purchaser is not subject to any joint venture, partnership or other arrangement or contract that is treated as a partnership for income tax purposes in any jurisdiction. The Purchaser is not a party to any agreement, understanding, or arrangement relating to allocating or sharing any amount of Taxes.
47 -
(xiv) The Purchaser is a “taxable Canadian corporation” for the purposes of the Tax Act.

ARTICLE 5

PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1 Conduct of Business Prior to Closing.

(1) The Vendor covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); (ii) as required by this Agreement; (iii) as required by Law; or (iv) as contemplated by the Vendor Disclosure Letter, the Vendor shall cause the Company to conduct its business in the Ordinary Course and in accordance with Laws and Authorizations, and to use its commercially reasonable efforts to maintain and preserve its business organization, assets, properties, Authorizations, goodwill and business relationships with such Persons with which the Company has business relations.
(2) Without limiting the generality of Section 5.1(1), the Vendor covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); (ii) as required by this Agreement; (iii) as required by Law; or (iv) as expressly contemplated by the Vendor Disclosure Letter, the Vendor shall cause the Company to not, directly or indirectly:
(a) amend its constating documents or by-laws;
(b) split, combine or reclassify any shares of its capital stock or declare, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof);
(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its capital stock;
(d) other than in connection with the Vendor Capital Contribution, issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests;
(e) amend the terms of any of its securities;
(f) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, for consideration that exceeds $50,000 in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any investment either by the purchase of securities, contribution of capital, property transfer, or
48 -

purchase of any other property or assets of any other Person, or acquire any license rights, other than pursuant to a Contract in existence on the date hereof (as disclosed in Section 5.1(2)(f) of the Vendor Disclosure Letter);

(g) sell, lease, transfer, license, mortgage, or otherwise dispose of any of its assets except for assets which are obsolete and which individually or in the aggregate do not exceed $50,000;
(h) enter into any joint venture, partnership or similar agreement, arrangement or relationship;
(i) make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $50,000;
(j) other than in connection with the Company Debt Extinguishment, prepay any long-term indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof;
(k) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person, except which individually or in the aggregate do not exceed $50,000;
(l)
reduce the stated capital of any of its securities;
(m) reorganize, amalgamate or merge the Company or adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company;
(n) grant any Lien (other than Permitted Liens) on any assets or property of the Company;
(o) (i) make or rescind any material Tax election or designation, amend, in any manner adverse to the Company, any Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, or (ii) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice;
(p) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;
(q) make any bonus or profit sharing distribution or similar payment of any kind;
49 -
(r) make any change in the Company’s methods of accounting, except as required by Law or IFRS;
(s) (i) hire any employees or independent contractors of the Company; (ii) enter into any employment or other similar agreement or arrangement; or (iii) adopt any employee benefit plan;
(t) enter into any agreement or arrangement that limits or otherwise restricts the Company from engaging in any line of business or carrying on business in any geographic area or the scope of Persons to whom any such Persons may sell products to or acquire products from or deliver services to or contract with for services;
(u) enter into or amended any Contract with any broker, finder or investment banker;
(v) cancel, waive, release, assign, settle or compromise any material claims or rights of the Company;
(w) compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of the Company;
(x) amend or modify, or terminate or waive any right under, any Material Contract or enter into any Contract that would be a Material Contract if in effect on the date hereof;
(y) take any action or fail to take any action which action or failure to act would result in the loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for any Authorizations;
(z) amend, modify or terminate any insurance policy of the Company in effect as of the date of this Agreement in a manner which is prejudicial to the Vendor;
(aa) abandon or fail to diligently pursue any application for any material licenses, permits, Authorizations or registrations;
(bb) materially change its business; or
(cc) authorize, agree, resolve or otherwise commit, whether or not in writing, directly or indirectly, to do any of the foregoing.
50 -

Section 5.2 Conduct of the Business of the Purchaser.

(1) The Purchaser covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of the Vendor; (ii) as required by this Agreement; (iii) as required by Law; or (iv) as expressly contemplated by the Purchaser Disclosure Letter, the Purchaser shall conduct its business in the Ordinary Course and in accordance with Laws and Authorizations, and to use its commercially reasonable efforts to maintain and preserve its business organization, assets, properties, Authorizations, goodwill and business relationships with suppliers, customers, landlords, partners and all other Persons with which the Company has business relations.
(2) Without limiting the generality of Section 5.2(1), the Purchaser covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of the Vendor; (ii) as required by this Agreement; (iii) as required by Law; or (iv) as expressly contemplated by the Purchaser Disclosure Letter, the Purchaser shall not, directly or indirectly:
(a) other than in connection with the Share Consolidation, amend its constating documents or by-laws;
(b) other than in connection with the Share Consolidation, split, combine, reclassify or amend the terms of the Purchaser Common Shares;
(c) amend the terms of the Purchaser Common Shares;
(d) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser;
(e) issue, deliver, sell, or authorize the issuance, delivery, or sale of any shares of its capital stock or other equity or voting interests, other than in connection with the (i) Purchaser Financing; (ii) pursuant to the exercise of any outstanding options and common share purchase warrants; (iii) the grants of options to its directors, officers and employees in the Ordinary Course; (iv) issuance of Purchaser Common Shares issuable upon the exercise of any options issued pursuant to (iii) above; and (v) issuances in connection with acquisitions of assets, securities, properties, interests or businesses in the Ordinary Course, total share consideration pursuant to all such acquisitions not to exceed $5,000,000, in the aggregate; or
(f) authorize, agree or otherwise commit, whether or not in writing, to do any of the foregoing.

Section 5.3 Access by the Purchaser

(1) Subject to applicable Law, during the Interim Period, the Vendor shall give the Purchaser and its Representatives (a) upon reasonable notice, reasonable access
51 -

during normal business hours to the Company’s (i) premises, (ii) assets and properties (including all books and records, whether retained internally or otherwise), (iii) Contracts, leases and Authorizations, and (iv) senior personnel, so long as the access does not unduly interfere with the Ordinary Course conduct of the business of the Company; and (b) such financial and operating data or other information with respect to the assets or the business of the Company as the Purchaser from time to time reasonably requests. The Vendor shall continue to afford the Purchaser and its Representatives access to the Data Room until Closing. Without limiting the foregoing, the Vendor shall, upon the Purchaser’s request, (i) subject to the terms of any existing Contracts, facilitate discussions between the Purchaser and any third party from whom consent may be required; and (ii) cooperate with the Purchaser in connection with the Purchaser Financing, including furnishing to the Purchaser all documentation and information with respect to the Vendor and the Company that is required or requested in connection with the Purchaser Financing.

(2) Investigations made by or on behalf of the Purchaser, the Vendor or the Company, as applicable, whether under this Section 5.3 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Vendor, the Purchaser or the Company, as applicable, in this Agreement.
(3) The Parties acknowledge the Confidentiality Agreement dated September 28, 2020, between the Vendor and the Purchaser (the “ Confidentiality Agreement ”). The Parties agree that the Confidentiality Agreement continues to apply and the Parties are bound by, and agree to comply with, the Confidentiality Agreement in accordance with its terms. For greater certainty, each Party and its affiliates shall treat, and shall cause its employees, agents, counsel, accountants or other representatives to treat, all information furnished to the other Party or any of its affiliates or their respective employees, agents, counsel, accountants or other representatives in connection with the Transaction or pursuant to the terms of this Agreement in accordance with the terms of the Confidentiality Agreement.
(4) During the Interim Period, the Vendor shall not, and shall cause the Company not to, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any inquiries or proposals from, any Person (other than the Purchaser) relating to any transaction involving the sale of any shares of the Company or the sale or other direct or indirect (including by way of amalgamation or license) disposition of all or substantially all of the business or any part of the assets of the Company (each, a “ Sale Transaction ”). Without limiting the generality of the foregoing, if the Vendor, the Company or any of their affiliates, employees, officers, directors, representatives or agents receives, or becomes aware of, any inquiries or proposal relating to any Sale Transaction, then the Vendor shall promptly but in any event no later than one day after such receipt or becoming aware thereof notify the Purchaser in writing of such Sale Transaction and of any further developments with respect to such Sale
52 -

Transaction. Such notification will disclose in reasonable detail the identity of the offeror and the terms and conditions of such Sale Transaction and be accompanied with any written communication received relating to such Sale Transaction.

Section 5.4 Actions to Satisfy Closing Conditions.

(1) Subject to this Article 5, the Vendor shall use its commercially reasonable efforts to take or cause to be taken all such actions so as to ensure compliance with, and the satisfaction of, all of the conditions set forth in Section 7.1.
(2) Subject to this Article 5, the Purchaser shall use its commercially reasonable efforts to take or cause to be taken all such actions so as to ensure compliance with, and the satisfaction of, all of the conditions set forth in Section 7.2.

Section 5.5 Notices and Requests for Material Consents.

(1) As promptly as practicable after the date hereof, the Vendor shall use its commercially reasonable efforts to obtain, or cause to be obtained, prior to Closing, the consents set forth in Section 3.1(d) of the Vendor Disclosure Letter; provided, that the Vendor shall not be under any obligation to pay or commit to pay any amount to (or incur any obligation in favour of) any Person in connection with seeking or obtaining any such consent (other than nominal filing or application fees). The Purchaser and its affiliates will co-operate in obtaining such consents, including providing such information of each of the Purchaser and its affiliates as is reasonably requested by a third Person in order to grant its consent, approval or waiver, as applicable. In connection with obtaining any such consent, no Party shall agree to any conditions or restrictions imposed by any third Person that, individually or in the aggregate, would materially impair (or could reasonably be expected to materially impair) the ability of such Party to consummate the Transaction or could reasonably be expected to have a material adverse effect on the business of the Company or the expected economic benefits to the Purchaser arising therefrom.
(2) The Vendor shall provide notices to applicable counterparties (in form and substance acceptable to the Purchaser, acting reasonably) that are required by the terms of any Lease and Contract to which the Company is a party in connection with the Transaction .

Section 5.6 Filings and Authorizations.

(1) Each of the Purchaser and the Vendor, as promptly as practicable after the execution of this Agreement, shall (i) make, or cause to be made, all filings and submissions under all Laws applicable to it, that are required for it to consummate the Transaction in accordance with the terms of this Agreement, (ii) use its commercially reasonable efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate the Transaction and Stock Exchange Approval and other
53 -

Regulatory Approvals, and (iii) use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement. In the case of the Stock Exchange Approval and Regulatory Approvals, each of the Purchaser and the Vendor shall make, or cause to be made, all filings and submissions, and submit all documentation and information that is required to obtain the Stock Exchange Approval and Regulatory Approvals, and will use its commercially reasonable efforts to satisfy all requests for additional information and documentation received under or pursuant to those filings, submissions and Laws, and any orders or requests made by any Governmental Entity under such Laws.

(2) The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by any Party in connection with this Section 5.6 including providing each other with advance copies and a reasonable opportunity to comment in advance on all notices and information supplied to or filed with any Governmental Entity and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by a Party to the other Party pursuant to this Section 5.6 is competitively sensitive, such information may be provided on an external counsel only basis. The Parties will provide each other with copies of any written electronic communication received from Governmental Entities with respect to all applications, filings or other processes in respect of the Stock Exchange Approval and Regulatory Approvals.

Section 5.7 Notice and Cure Provisions.

(1) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(a) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing Date if such failure to be true or accurate would cause any condition in Section 7.1(a) or Section 7.2(a), as applicable, to not be satisfied; or
(b) result in the failure to comply with any covenant or agreement to be complied with by such Party under this Agreement if such failure to comply would cause any condition in Section 7.1(a) or Section 7.2(b) not to be satisfied.
(2) Notification provided under this Section 5.7 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. In addition, the failure by any Party to provide a notification pursuant to Section 5.7(1) shall not be considered in determining whether any condition in Section 7.1 or Section 7.2 has been satisfied.
54 -
(3) The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 8.1(1)(c)(i) and the Vendor may not elect to exercise its right to terminate this Agreement pursuant to Section 8.1(1)(d)(i), unless the Party seeking to terminate this Agreement (the “ Terminating Party ”) has delivered a written notice (“ Termination Notice ”) to the other Party (the “ Breaching Party ”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is 30 days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the Purchaser Meeting, unless the Parties mutually agree otherwise, the Purchaser shall postpone or adjourn the Purchaser Meeting to the earlier of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.

Section 5.8 Initial Vendor Nominees and Purchaser Board

(1) The Purchaser shall, with effect as and from the Closing Date, take all necessary steps to ensure that the Board will include the Initial Vendor Nominees, provided that such Initial Vendor Nominees have provided consent to act as directors on the Board upon the Closing Date and meet the qualification requirements to serve as a director under the rules and policies of the TSX and shall be eligible under the Business Corporations Act (Ontario) to serve as a director.
(2) The Purchaser shall, as and from the Closing Date, fix the size of the Board at eight (8) directors, to be comprised of five (5) nominees to be selected by the Purchaser, two (2) nominees to be selected by the Vendor, and one (1) nominee to be selected as agreed upon by the Purchaser and the Vendor, each acting reasonably.

ARTICLE 6

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 6.1 Non-Solicitation

(1) Except as provided in this Article 6, the Purchaser shall not, and none of its Subsidiaries nor any of its or its Subsidiaries’ directors and officers shall, and the Purchaser shall cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “ Representatives ”) not to, directly or indirectly:
55 -
(a) solicit, initiate, knowingly encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(b) enter into or otherwise engage or participate in any substantive discussions or negotiations with any Person (other than with the Vendor or any Person acting jointly or in concert with the Vendor) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Purchaser shall be permitted to: (i) communicate with any Person for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal;
(c) withdraw, amend, modify or qualify, in a manner adverse to the Vendor, the Board Recommendation;
(d) accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than five (5) Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 6.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such 10 Business Day period); or
(e) enter into (other than a confidentiality agreement permitted by and in accordance with Section 6.3) any agreement in respect of an Acquisition Proposal.
(2) The Purchaser shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, any solicitation, encouragement, discussion or negotiation commenced prior to the date of this Agreement with any Person (other than with the Vendor) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal.

Section 6.2 Notification of Acquisition Proposals

If the Purchaser or any of its Subsidiaries receives any unsolicited inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any unsolicited request for copies of, access to, or disclosure of, confidential information relating to the Purchaser or any of its Subsidiaries in relation to a possible Acquisition Proposal, the Purchaser shall promptly notify the Vendor, at

56 -

first orally, and then within 48 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request. At the Vendor’s reasonable request, the Purchaser shall keep the Vendor informed of the status of material developments and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

Section 6.3 Responding to an Acquisition Proposal

If, at any time prior to obtaining the approval of the Purchaser Shareholders of the Transaction Resolution, the Purchaser, without being in breach of this Article 6 any material respect, receives an Acquisition Proposal, the Purchaser and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to entering into a confidentiality and standstill agreement with such Person containing terms that are not materially less favourable to the Purchaser than those contained in the Confidentiality Agreement (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of a confidential Acquisition Proposal and related communications to the Purchaser or the Board), the Purchaser and its Representatives may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Purchaser or its Subsidiaries, if and only if:

(a) the Board first determines in good faith, after consultation with its financial advisor and legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; and
(b) the Purchaser has been, and continues to be, in compliance with its obligations under Section 6.1 in all material respects in respect of such Acquisition Proposal.

Section 6.4 Right to Match

(1) If the Purchaser receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the approval of the Purchaser Shareholders of the Transaction Resolution the Board may, or may cause the Purchaser and/or any of its Subsidiaries to, subject to compliance with Section 11.5(3), enter into a definitive agreement with respect to such Superior Proposal, if and only if:
(a) the Purchaser has been, and continues to be, in compliance with its obligations under this Article 6 in all material respects in respect of such Acquisition Proposal;
(b) the Purchaser or its Representatives have delivered to the Vendor a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention to enter into
57 -

a definitive agreement with respect to such Superior Proposal (the “ Superior Proposal Notice ”);

(c) the Purchaser or its Representatives have provided to the Vendor a copy of the proposed definitive agreement for the Superior Proposal;
(d) at least five (5) Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which the Vendor received the Superior Proposal Notice and the date on which the Vendor received a copy of the proposed definitive agreement for the Superior Proposal;
(e) during any Matching Period, the Vendor has had the opportunity (but not the obligation), in accordance with Section 6.4(2), to offer to amend this Agreement and the Transaction in order for such Acquisition Proposal to cease to be a Superior Proposal;
(f) after the Matching Period, the Board has determined in good faith (i) after consultation with its financial advisor and legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Transaction as proposed to be amended by the Vendor under Section 6.4(2)) and (ii) after consultation with its legal counsel, that the failure to take the relevant action would be inconsistent with its fiduciary duties; and
(g) prior to or concurrently with entering into such definitive agreement the Purchaser terminates this Agreement pursuant to Section 8.1(1)(c)(ii) and pays the Termination Fee pursuant to Section 11.5(3).
(2) During the Matching Period, or such longer period as the Purchaser may approve in writing for such purpose: (a) the Board shall review any offer made by the Vendor under Section 6.4(1)(e) to amend the terms of this Agreement and the Transaction in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Purchaser shall negotiate in good faith with the Vendor to make such amendments to the terms of this Agreement as would enable the Vendor to proceed with the Transaction on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Purchaser shall promptly so advise the Vendor and the Parties shall amend this Agreement to reflect such offer made by the Vendor, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Purchaser or the Purchaser Shareholders, as the case may be, or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 6.4, provided that the Matching Period in respect of such new Acquisition Proposal shall extend only
58 -

until the later of the end of the initial five (5) Business Day Matching Period and 36 hours after the Vendor received the Superior Proposal Notice for the new Superior Proposal and a copy of the proposed definitive agreement for the new Superior Proposal.

(4) If the Purchaser provides a Superior Proposal Notice to the Vendor on a date that is less than five (5) Business Days before the Purchaser Meeting, the Purchaser shall either proceed with or shall postpone the Purchaser Meeting, as directed by the Vendor acting reasonably, to a date that is not more than five (5) Business Days after the scheduled date of the Purchaser Meeting but in any event the Purchaser Meeting shall not be postponed to a date which would prevent the Closing from occurring on or prior to the Outside Date.

(5) Nothing contained in this Agreement shall prohibit the Board from making a Change in Recommendation or from making any disclosure to any securityholders of the Purchaser prior to the Closing Date, including for greater certainty disclosure of a Change in Recommendation, if, in the good faith judgment of the Board, after consultation with outside legal counsel, failure to take such action or make such disclosure would reasonably be expected to be inconsistent with the Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required by Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required by Law); provided that, for greater certainty, in the event of a Change in Recommendation and a termination by the Vendor of this Agreement pursuant to Section 8.1(1)(c)(ii), the Purchaser shall be obligated to pay the Termination Fee as required by Section 11.5(3). The Board may not make a Change in Recommendation pursuant to the preceding sentence unless the Company gives the Purchaser at least two (2) Business Days prior written notice of its intention to make such Change in Recommendation, provided that, for greater certainty, the foregoing limitation shall not apply in respect of any actions taken under Section 6.4(1). Should the Board make a Change in Recommendation in accordance with the foregoing, Section 11.3 shall no longer be applicable to disclosures made by the Purchaser. In addition, nothing contained in this Agreement shall prohibit the Purchaser or the Board from calling and/or holding a meeting of the Purchaser Shareholders requisitioned by the Purchaser Shareholders in accordance with the Business Corporations Act (Ontario) or taking any other action to the extent ordered or otherwise mandated by a Governmental Entity. Section 6.5 Purchaser Financing.

Notwithstanding this Article 6 or any other provision contained in this Agreement, and for greater certainty, the Vendor consents to the Purchaser Financing and agrees that the Purchaser and its Representatives will have the right to solicit, initiate, encourage or otherwise facilitate, or enter into or otherwise engage or participate in any discussions or negotiations with any Person regarding, and enter into agreements regarding and provide confidential information in furtherance of, any inquiry, proposal or offer in furtherance of or relating to the Purchaser Financing and to

59 -

otherwise take all such steps and do all such things as are necessary or advisable to give effect to the Purchaser Financing, and that none of such activities or actions will be a breach of the provisions of this Article 6.

ARTICLE 7 CONDITIONS OF CLOSING

Section 7.1 Conditions for the Benefit of the Purchaser.

The completion of the Transaction is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Truth of Representations and Warranties . The representations and warranties of the Vendor set forth in: (i) Section 3.1(a), Section 3.1(c), Section 3.1(e)(i), Section 3.1(f)(i), Section 3.1(g), Section 3.2(a), Section 3.2(b), Section 3.2(c), Section 3.2(f), Section 3.2(g) (collectively, the “ Vendor Fundamental Representations ”) are true and correct in all respects (other than de minimis inaccuracies) as of the date hereof and as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date); and (ii) all other representations and warranties of the Vendor set forth in this Agreement are true and correct in all respects as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Material Adverse Effect (and, for this purpose, any reference to “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored); and the Vendor shall have executed and delivered to the Purchaser a certificate, executed by a senior officer, to that effect.
(b) Performance of Covenants . All of the covenants and agreements contained in this Agreement to be complied with by the Vendor on or before the Closing shall have been complied with in all material respects and the Vendor shall have executed and delivered to the Purchaser a certificate, executed by a senior officer, to that effect.
(c) Transaction Resolution . The Transaction Resolution has been approved and adopted by the Purchaser Shareholders at the Purchaser Meeting in accordance with Law.
(d) Stock Exchange Approval . The Stock Exchange Approval has been obtained and is in force and has not been rescinded.
60 -
(e) No Illegality . No order or Law shall have been made, issued or enacted by any Governmental Entity enjoining or prohibiting the Transaction.
(f) Material Adverse Effect . Since the date of this Agreement, there shall not have occurred a Material Adverse Effect which is continuing.
(g) Deliveries . The Vendor shall deliver or cause to be delivered to the Purchaser the following:
(i) share certificates representing the Purchased Shares (to the extent any of the Purchased Shares are certificated) duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case, by the holder of record or its authorized powers of attorney, together with evidence satisfactory to the Purchaser, acting reasonably, that the Purchaser has been entered upon the books of the Company as the holder of the Purchased Shares;
(ii) the certificates referred to in Section 7.1(a) and Section 7.1(b);
(iii) a duly executed resignation effective as at the Closing of each director of the Company, in form and substance reasonably acceptable to the Purchaser;
(iv) a favourable bring-down title opinion addressed to the Purchaser, in similar form and substance as the prior bring-down title opinion of Bennett Jones LLP dated July 5, 2019 in respect of the Company Material Property, dated as of the Closing Date as to the title and ownership interest in the Company Material Property; and
(v) the Investor Rights Agreement executed by the Vendor.

Section 7.2 Conditions for the Benefit of the Vendor.

The completion of the Transaction is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Vendor and may be waived, in whole or in part, by the Vendor in its sole discretion:

(a) Truth of Representations and Warranties . The representations and warranties of the Purchaser set forth in: (i) Section 4.1(a), Section 4.1(b) Section 4.1(c) and Section 4.1(f) are true and correct in all respects (other than de minimis inaccuracies) as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date); and (ii) all other representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy
61 -

of which shall be determined as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Purchaser Material Adverse Effect (and, for this purpose, any reference to “material”, “Purchaser Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored); and the Purchaser shall have executed and delivered to the Vendor a certificate, executed by a senior officer, to that effect.

(b) Performance of Covenants . All of the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before Closing shall have been complied with in all material respects and the Purchaser shall have executed and delivered to the Vendor a certificate, executed by a senior officer, to that effect.
(c) Transaction Resolution . The Transaction Resolution has been approved and adopted by the Purchaser Shareholders at the Purchaser Meeting in accordance with Law.
(d) Board Size and Initial Vendor Nominees . The size of the Board shall, as of and from the Closing Date, (i) have been fixed at eight (8) directors, and (ii)(A) be comprised of five (5) nominees to be selected by the Purchaser, (B) two (2) nominees to be selected by the Vendor (being the Initial Vendor Nominees), and (C) one (1) nominee (the “ Mutual Nominee ”) to be selected as agreed upon by the Purchaser and the Vendor, each acting reasonably (it being understood and agreed that if the Mutual Nominee is not agreed upon by the Purchaser and the Vendor immediately prior to the Closing, this prong (C) shall not constitute a closing condition hereunder).
(e) Stock Exchange Approval . The Stock Exchange Approval has been obtained and is in force and has not been rescinded.
(f) No Illegality . No order or Law shall have been made, issued or enacted by any Governmental Entity enjoining or prohibiting the Transaction.
(g) Purchaser Material Adverse Effect . Since the date of this Agreement, there shall not have occurred a Purchaser Material Adverse Effect which is continuing.
(h) Deliveries . The Purchaser shall deliver or cause to be delivered to the Vendor the following:
(i) the certificates referred to in Section 7.2(a) and Section 7.2(b);
(ii) the Consideration Shares in accordance with Section 2.3; and
(iii) the Investor Rights Agreement executed by the Purchaser.
62 -

ARTICLE 8 TERMINATION

Section 8.1 Termination Rights.

(1) This Agreement may, by notice in writing given on or prior to the Closing Date, be terminated:
(a) by mutual consent of the Vendor and the Purchaser;
(b) by either Vendor or the Purchaser if:
- (i) the Purchaser Meeting is duly convened and held and the Transaction Resolution is voted on by the Purchaser Shareholders and not approved by the Purchaser Shareholders as required by Law;
- (ii) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Transaction illegal or otherwise prohibits or enjoins the Vendor or the Purchaser from consummating the Transaction, and such Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate this Agreement pursuant to this Section 8.1(1)(b)(ii) has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered nonapplicable in respect of the Transaction and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its or their covenants or agreements under this Agreement; or
- (iii) the Closing does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 8.1(1)(b)(iii) if the failure of the Closing to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;
(c) by the Purchaser if:
- (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Vendor under this Agreement occurs that would cause any condition in Section 7.1(a) [Vendor Representations and Warranties Condition] or Section 7.1(a) [Vendor Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 5.7(3); provided that any wilful breach shall be deemed to be incapable of being cured and
63 -

provided further that the Purchaser is not then in breach of this Agreement so as to cause any condition in Section 7.2(a) [Purchaser Representations and Warranties Condition] or Section 7.2(b) [Purchaser Covenants Condition] not to be satisfied;

(ii) prior to the approval by the Purchaser Shareholders of the Transaction Resolution, the Board authorizes the Purchaser and/or any of its Subsidiaries to enter into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 6.3) with respect to a Superior Proposal in accordance with Section 6.4, provided that prior to or concurrent with such termination the Purchaser pays the Termination Fee in accordance with Section 11.5(3); or
(iii) a Material Adverse Effect has occurred after the date of this Agreement and is continuing at the Outside Date.
(d) by the Vendor if:
(i) if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that would cause any condition in Section 7.2(a) [Purchaser Representations and Warranties Condition] or Section 7.2(b) [Purchaser Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 5.7(3); provided that any wilful breach shall be deemed to be incapable of being cured and provided further that the Vendor is not then in breach of this Agreement so as to cause any condition in Section 7.1(a) [Vendor Representations and Warranties Condition] or Section 7.1(a) [Vendor Covenants Condition] not to be satisfied;
(ii) prior to the approval by the Purchaser Shareholders of the Transaction Resolution, (A) the Board fails to recommend or withdraws, amends, modifies or qualifies, in a manner adverse to the Purchaser, the Board Recommendation, (B) the Board accepts, approves, endorses or recommends an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced Acquisition Proposal for more than five (5) Business Days (together with any of the matters set forth in (A), a “ Change in Recommendation ”), (C) the Board enters into (other than a confidentiality agreement permitted by and in accordance with Section 6.3) any written agreement in respect of an Acquisition Proposal, or (D) the Purchaser wilfully breaches Section 6.1; or
(iii) a Purchaser Material Adverse Effect has occurred after the date of this Agreement and is continuing at the Outside Date.
64 -
(2) Subject to Section 5.7(3), if applicable, the Party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(1)(a)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

Section 8.2 Effect of Termination.

If this Agreement is terminated pursuant to Section 8.1, this Agreement will be of no further force or effect; provided, however, that (i) Section 5.3(2) (Confidentiality Agreement), this Section 8.2, and Article 11 (Miscellaneous) will survive the termination of this Agreement, and (ii) the termination of this Agreement will not relieve any Party from any liability for any wilful breach of this Agreement or actual and intentional fraud occurring prior to termination.

ARTICLE 9 INDEMNIFCATION

Section 9.1 Survival.

(1) The representations and warranties of the Vendor contained in this Agreement or in any certificate, statement or instrument delivered by the Vendor pursuant to this Agreement will survive the Closing and continue in full force and effect until December 31, 2022, except that:
(a) the Vendor Fundamental Representations (and the corresponding representations and warranties set out in any certificate, statement or instrument delivered by the Vendor pursuant to this Agreement) shall survive and continue in full force and effect until March 31, 2023;
(b) the Tax Representations (and, in each case, the corresponding representations and warranties set out in any certificate, statement or instrument delivered by the Vendor pursuant to this Agreement) provided by the Vendor shall survive and continue in full force and effect until the expiration of the Tax Assessment Period; and
(c) there is no limitation as to time for claims involving fraud or fraudulent misrepresentation.
(2) The obligations of the Vendor pursuant to Section 9.2(1)(c) shall survive Closing and shall continue in full force and effect until the expiration of the Tax Assessment Period.
(3) The representations, warranties and covenants of the Purchaser contained in this Agreement or in any certificate, statement or instrument delivered by the Purchaser pursuant to this Agreement will survive the Closing and continue in full force and effect until December 31, 2022, except that the Tax Representations (and, in each case, the corresponding representations and warranties set out in any certificate, statement or instrument delivered by the Purchaser pursuant to
65 -

this Agreement) provided by the Purchaser shall survive and continue in full force and effect until the expiration of the Tax Assessment Period

Section 9.2 Indemnification in Favour of the Purchaser.

(1) Subject to Section 9.4, the Vendor shall indemnify and save each of the Purchaser and the Company harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against the Purchaser as a result of, arising out of or in respect of:
(a) any inaccuracy in or breach of any representation or warranty made by the Vendor under Article 3;
(b) any inaccuracy in or breach of any covenant or agreement to be performed by the Vendor pursuant to this Agreement; and
(c) any Taxes required to be paid, by the Company in respect of: (i) any PreClosing Tax Period, or (ii) the portion of a Straddle Period ending on the Closing Date, (as determined under Section 9.2(3) below).
(2) For purposes of (a) determining whether there has been a breach or inaccuracy of any representation or warranty, and (b) calculating the amount of any Damages that are the subject matter of a claim for indemnification, any reference to “materiality”, “material adverse effect”, or other similar qualification or limitation that is contained in or is otherwise applicable to such representation or warranty or claim for indemnification will be disregarded.
(3) In the case of the Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be:
(a) in the in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up to and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and
(b) in the case of Taxes not described in (A) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount of any such Taxes shall be determined as if such taxable period ended on the Closing Date.
66 -

Section 9.3 Indemnification in Favour of the Vendor.

(1) Subject to Section 9.4, the Purchaser shall indemnify and save the Vendor harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against the Vendor as a result of, arising out of or in respect of:
(a) any inaccuracy in or breach of any representation or warranty made by the Purchaser under Article 4; and
(b) any inaccuracy in or breach of any covenant or agreement to be performed by the Purchaser pursuant to this Agreement.
(2) For purposes of (a) determining whether there has been a breach or inaccuracy of any representation or warranty, and (b) calculating the amount of any Damages that are the subject matter of a claim for indemnification, any reference to “materiality”, “material adverse effect”, or other similar qualification or limitation that is contained in or is otherwise applicable to such representation or warranty or claim for indemnification will be disregarded.

Section 9.4 Limitations on Indemnification.

(1) A Party shall have no obligation or liability with respect to any representation, warranty or covenant made by such Party in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement after the end of the applicable time period specified in Section 9.1 except for claims relating to representations, warranties or covenants that such Party has been duly notified of (in writing) on or prior to the end of the applicable time period.
(2) A Party shall have no obligation or liability to make any payment for Damages (for indemnification or otherwise) to the other Party with respect to the matters described in Section 9.2(1) or Section 9.3(1), as the case may be, until the total of all Damages with respect to such matters exceeds $100,000. Once the total of all Damages with respect to such matters exceeds $100,000, then such Party shall be fully liable for all such Damages, both below and above the threshold amount, subject to (a) the limit in Section 9.3(3), and (b) any subsequent claims for Damages shall be subject to the $100,000 basket.
(3) The maximum aggregate amount of Damages which any Party shall be entitled to recover under this Article 9 shall be an amount equal to $10,000,000.
(4) The monetary thresholds and limits set out in Section 9.4(2) and Section 9.4(3) will not apply to Damages with respect to any claims for indemnification by (or on behalf of) the Purchaser: (i) in respect of a breach of any Tax Representations, or (ii) pursuant to Section 9.2(1)(c).
(5) The amount which a Party is required to pay to, for or on behalf of the other Party pursuant to Section 9.2(1) or Section 9.3(1), as the case may be, shall be reduced by any amounts recovered by such other Party or any of its affiliates
67 -

under insurance policies, indemnities or other reimbursement agreements applicable to the indemnifiable Damages, which the Purchaser shall use commercially reasonable efforts to claim under or in respect of.

Section 9.5 Notification of and Procedure for Claims.

(1) If a Third Party Claim is instituted or asserted against an Indemnified Party, the Indemnified Party shall promptly, and in any event within ten (10) Business Days, notify the Indemnifying Party in writing of the Third Party Claim. The notice must specify in reasonable detail, the identity of the Person making the Third Party Claim and, to the extent known, the nature of the Damages and the estimated amount needed to investigate, defend, remedy or address the Third Party Claim.
(2) The omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation to indemnify the Indemnified Party, unless the notification occurs after the expiration of the period set out in Section 9.1 or the omission to notify materially prejudices the ability of the Indemnifying Party to exercise its right to defend as provided in this Section 9.5.
(3) Subject to the terms of this Section 9.5 , upon receiving notice of a Third Party Claim, the Indemnifying Party is entitled to participate in the investigation and defence of the Third Party Claim and may also elect to assume the investigation and defence of the Third Party Claim.
(4) The Indemnifying Party may not assume the investigation and defence of a Third Party Claim if:
(a) it relates to Taxes of the Indemnified Party, nor may the Indemnifying Party participate in the investigation and defence of such claim;
(b) the Indemnifying Party is also a party to the Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate;
(c) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim;
(d) in the reasonable judgement of the Indemnified Party, the estimated amount of likely Damages in connection with such claim is greater than the unused portion of the maximum liability the Indemnifying Party is liable for as set out in Section 9.4(3);
(e) in the reasonable judgement of the Indemnified Party, such claim involves material reputational risks to the Indemnified Party;
68 -
(f) the Indemnifying Party does not unconditionally acknowledge in writing its obligation to indemnify and hold the Indemnified Party harmless with respect to the Third Party Claim;
(g) the Third Party Claim seeks relief against the Indemnified Party other than monetary damages or the Indemnified Party determines in good faith that there is a reasonable probability that the Third Party Claim may adversely affect it or its affiliates and the Indemnified Party has notified the Indemnifying Party that it will exercise its exclusive right to defend, compromise or settle the Third Party Claim.
(5) In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its election within fifteen (15) Business Days of Indemnifying Party’s receipt of notice of the Third Party Claim.
(6) If the Indemnifying Party assumes the defence of a Third Party Claim in accordance with this Section 9.5:
(a) the Indemnifying Party shall pay for all costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party shall not be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim incurred by the Indemnified Party after the date the Indemnifying Party validly exercises its right to assume the investigation and defence of the Third Party Claim;
(b) the Indemnifying Party shall reimburse the Indemnified Party for all reasonable third party costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim;
(c) legal counsel chosen by the Indemnifying Party to defend the Third Party Claim must be satisfactory to the Indemnified Party, acting reasonably; and
(d) the Indemnifying Party may not compromise and settle or remedy, or cause a compromise and settlement or remedy, of a Third Party Claim without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld or delayed).
(7) If the Indemnifying Party (i) is not entitled to assume the investigation and defence of a Third Party Claim under Section 9.5(4), (ii) does not elect to assume the investigation and defence of a Third Party Claim, or (iii) assumes the investigation and defence of a Third Party Claim but fails to diligently pursue such defence, the Indemnified Party has the right (but not the obligation) to undertake the defence of the Third Party Claim. In the case where the
69 -

Indemnifying Party fails to diligently pursue the defence of the Third Party Claim or the Indemnified Party concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Party may not assume the defence of the Third Party Claim unless the Indemnified Party gives the Indemnifying Party written demand to diligently pursue the defence and the Indemnifying Party fails to do so within fourteen (14) days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal.

(8) If, under Section 9.5(4), the Indemnified Party undertakes the investigation and defence of a Third Party Claim, the Indemnified Party may compromise and settle the Third Party claim but the Indemnifying Party shall not be bound by any compromise or settlement of the Third Party Claim effected without its consent (which consent may not be unreasonably withheld or delayed).
(9) The Indemnified Party and the Indemnifying Party agree to keep each other reasonably informed of the status of any Third Party Claim and any related proceedings and to use their commercially reasonable efforts to minimize Damages with respect to any Third Party Claim. If the Indemnifying Party assumes the investigation and defence of a Third Party Claim, the Indemnified Party shall, at the request and expense of the Indemnifying Party, use its commercially reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Party shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Party, reasonably required by the Indemnifying Party for its use in defending any Third Party Claim which it has elected to assume the investigation and defence of. The Indemnified Party shall cooperate on a timely basis with the Indemnifying Party in the defence of any Third Party Claim.

Section 9.6 Other Claims.

In the event any Indemnified Party has a claim against any Indemnifying Party under Section 9.1 that does not involve a Third Party Claim, the Indemnified Party shall deliver notice of such claim to the Indemnifying Party (setting forth in reasonable detail the facts giving rise to such claim (to the extent known by the Indemnified Party) and the amount or estimated amount (to the extent reasonably estimable) of Damages arising out of, involving or otherwise in respect of such claim) with reasonable promptness after becoming aware of such claim and in any event within ten (10) Business days after becoming aware of such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. If the Indemnifying Party does not notify the Indemnified Party within twenty (20) Business Days following its receipt of such notice that the Indemnifying Party disputes

70 -

its liability to the Indemnified Party, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party promptly or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. During such twenty (20) Business Day period, the Indemnifying Party may investigate such claim and, for the purposes of the investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate such claim, together with such other information as the Indemnifying Party may reasonably request. If the Indemnifying Party disputes the validity or amount of the claim, the Indemnifying Party shall provide written notice of the dispute to the Indemnified Party within the twenty (20) Business Day period. The dispute notice must describe in reasonable detail the nature of the Indemnifying Party’s dispute based on the information available to the Indemnifying Party at the time. During the twenty (20) day period immediately following receipt of a dispute notice by the Indemnified Party, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute. If the Indemnifying Party and the Indemnified Party fail to resolve the dispute within that twenty (20) day time period, the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.

Section 9.7 Exclusive Remedy.

(1) Subject to Section 9.7(2), if the Closing occurs, the indemnities provided in Section 9.2 and Section 9.3, as applicable, constitute the sole and exclusive postClosing monetary remedy of the Indemnified Party against the Indemnifying Party in respect of the matters set out in Section 9.2 and Section 9.3, as applicable.
(2) Nothing in this Agreement, including this Article 9, limits or restricts in any way any remedies available, or Damages payable, for claims involving fraud or fraudulent misrepresentation.

Section 9.8 Survival of Indemnification Obligation.

If the Vendor, the Company or the Purchaser or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then the Vendor, the Company or the Purchaser, as the case may be, shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Vendor, the Company or the Purchaser, as the case may be) assumes all of the obligations set forth in this Article 9.

Section 9.9 Adjustment to Purchase Price.

Any payment made by the Vendor as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar decrease to the Purchase Price.

71 -

ARTICLE 10 POST-CLOSING COVENANTS

Section 10.1 Access to Books and Records.

For a period of six years from the Closing Date, the Purchaser shall retain all original Books and Records relating to the Company that are part of the Books and Records existing on the Closing Date. So long as any such Books and Records are retained by the Purchaser pursuant to this Agreement, the Vendor shall have the right to inspect and to make copies (at their own expense) of them at any time upon reasonable request during normal business hours and without undue interference to the business operations of the Company or the Purchaser. The Purchaser shall have the right to have its representatives present during any such inspection.

Section 10.2 Vendor Confidentiality.

After the Closing, the Vendor shall keep confidential all information relating to the Company, except information which: (a) is part of the public domain; (b) becomes part of the public domain other than as a result of a breach of these provisions by the Vendor; (c) the Vendor is required to disclose pursuant to Law or by a Governmental Entity (provided that the Vendor shall have provided prior written notice of such disclosure to the Purchaser, except where it is not practicable for the Vendor to provide such prior written notice, in which case, the Vendor shall have provided a copy of such disclosure to the Purchaser at such time as it is made publicly available or delivered by the Vendor to any Governmental Entity); (d) can be demonstrated to have been known or available to the Vendor or it is independently developed by the Vendor; or (e) was received in good faith after the Closing from an independent Person who, to the knowledge of the Vendor, was lawfully in possession of such information free of any obligation of confidence or breach of any obligation of confidence.

Section 10.3 Tax Matters.

(1) The Purchaser shall cause the Company to prepare and file any Tax Returns of the Company for any Pre-Closing Tax Period or any Straddle Period, in each case, as are required to be filed after the Closing Date. Such returns shall be prepared and filed on a basis consistent with applicable Laws and the past practices and procedures of the relevant entity provided that no reserve may be claimed if any amount could be included in the income of the Company for any period ending after the Closing Date.
(2) The Parties acknowledge that, at the option of the Purchaser, an election under subsection 256(9) of the Tax Act will be made in respect of the taxation year of the Company ending (or otherwise ending) on or immediately prior to the Closing Date.
(3) The Vendor shall pay to the Purchaser all Taxes (a) in respect of a Pre-Closing Tax Period, or (b) in respect of the portion of a Straddle Period ending on the
72 -

Closing Date (as determined under Section 9.2(3), both as reflected on the Tax Returns prepared under Section 10.3(1).

(4) The Vendor and the Purchaser will co-operate fully and assist each other and make available to each other in a timely fashion all data and other information as may reasonably be required for the preparation and filing of all Tax Returns of the Company and will preserve that data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Tax Law with respect to such Tax Returns.

Section 10.4 Further Assurances.

From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Shares to the Purchaser and carry out the intent of this Agreement.

Section 10.5 Vendor Cooperation.

For a period of six (6) months following the Closing Date, the Vendor shall provide all reasonable assistance and cooperation as may be requested by the Purchaser for the proper administration of the business of the Company, including but not limited to, providing such services and information as is required to process the Books and Records (including all financial and accounting records and all data (including drill hole database to industry best practice standards in order to be able to be used as the basis for ongoing exploration and 43-101 technical reports) relating to the Company Properties).

ARTICLE 11 MISCELLANEOUS

Section 11.1 Notices.

Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each a “ Notice ”) must be in writing, sent by personal delivery, courier or electronic mail and addressed:

(a) to the Purchaser at:

65 Third Avenue Timmins, Ontario, Canada P4N 1C2

Attention: Jason Macintosh Email: [email protected] Telephone: (416) 320-9296

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

Stikeman Elliott LLP

73 -

5300 Commerce Court West 199 Bay Street Toronto, Ontario, Canada M5L 1B9

Attention: Darin Renton Email: [email protected]

(b) to the Vendor at:

155 University Avenue Suite 1440 Toronto, Ontario M5H 3B7

Attention: José Vizquerra Benavides Email: [email protected] Telephone: (416) 363-8653

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

Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, Ontario, Canada M5X 1A4

Attention: Sander A.J.R. Grieve Email: [email protected]

Any Notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day, or (iii) if sent by email, on the Business Day following the date of confirmation of transmission by the originating email. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

Section 11.2 Time of the Essence.

Time is of the essence in this Agreement.

74 -

Section 11.3 Announcements.

The Parties shall reasonably co-operate in the preparation of presentations, if any, to their respective shareholders regarding the Transaction. Except as required by Law, a Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Transaction without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that, in the opinion of its legal counsel, is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review and comment on the disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. The Parties agree to jointly issue a press release with respect to this Agreement as soon as practicable after its due execution. For the avoidance of doubt, none of the foregoing shall prevent any Party from making internal announcements to employees and having discussions with their respective shareholders, financial analysts and other stakeholders so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Purchaser. The Parties consent to this Agreement being filed on SEDAR within ten (10) days of the date of this Agreement.

Section 11.4 Third Party Beneficiaries.

The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and no Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

Section 11.5 Termination Fee and Expenses.

(1) Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses (including the fees and expenses of legal counsel, accountants and other advisors) incurred in connection with this Agreement or the Investor Rights Agreement and the Transaction or the transactions contemplated by the Investor Rights Agreement.
(2) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Purchaser shall pay the Vendor the Termination Fee in accordance with Section 11.5(3) (which obligation, for the avoidance of doubt, will survive the termination of this Agreement if unpaid). For the purposes of this Agreement, “ Termination Fee ” means $1,420,000 and “ Termination Fee Event ” means the termination of this Agreement:
(a) by the Vendor, pursuant to Section 8.1(1)(d)(ii) [ Change in Recommendation or Wilful Breach of Non-Solicit ];
75 -
(b) by the Purchaser, pursuant to Section 8.1(1)(c)(ii) [ Entry into Superior Proposal ]; or
(c) by the Vendor or the Company pursuant to Section 8.1(1)(b)(i) [ Failure of Shareholders Approve ] if:
(i) following the date hereof and prior to the Purchaser Meeting, a bona fide Acquisition Proposal involving the Purchaser shall have been publicly announced by any Person or publicly made known to the Purchaser Shareholders (other than the Vendor or any of its affiliates or any Person acting jointly or in concert with any of the foregoing);
(ii) such Acquisition Proposal has not expired or been publicly withdrawn at least five (5) Business Days prior to the Purchaser Meeting; and
(iii) within six (6) months following the date of such termination (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (B) the Purchaser enters into a contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated.

For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to ”50% or more”.

(3) If a Termination Fee Event occurs due to a termination of this Agreement by the Purchaser pursuant to Section 8.1(1)(c)(ii) [ Entry into Superior Proposal ], the Termination Fee shall be paid prior to or concurrently with the occurrence of such Termination Fee Event. If a Termination Fee Event occurs due to a termination of this Agreement by the Vendor pursuant to Section 8.1(1)(d)(ii) [ Change in Recommendation or Wilful Breach of Non-Solicit ], the Termination Fee shall be paid within two Business Days following such Termination Fee Event. Any Termination Fee shall be paid by the Purchaser to the Vendor (or as the Vendor may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Vendor. For greater certainty, in no event shall the Purchaser be obligated to pay the Termination Fee on more than one occasion.
(4) The Purchaser acknowledges that the agreements contained in this Section 11.5 are an integral part of the Transaction, and that without these agreements the Vendor would not enter into this Agreement, and that the amounts set out in this Section 11.5 represents liquidated damages which is a genuine pre-estimate of
76 -

the damages, including opportunity costs, reputational damages and expenses, which the Vendor will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. The Purchaser irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Notwithstanding anything to the contrary set forth in this Agreement, but subject to the Vendor’s rights set forth in Section 11.6, in the event of the termination of this Agreement by the Vendor or the Purchaser in circumstances that constitute a Termination Fee Event, the receipt of the Termination Fee by the Vendor shall be the sole and exclusive remedy (including damages, specific performance and injunctive relief) of the Vendor and its affiliates against the Purchaser, the Company, their affiliates and any of their respective former, current or future directors, officers, employees, affiliates, shareholders, managers, members or agents for all breaches of any representation, warranty, covenant or agreement contained in this Agreement by the Purchaser and the failure of the Transaction to be consummated or for a breach or failure to perform hereunder, in any case whether wilfully, intentionally, unintentionally or otherwise.

Section 11.6 Injunctive Relief

(1) The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.
(2) Each Party hereby agrees not to raise any objections to the availability of the equitable remedies provided for herein and the Parties further agree that (i) by seeking the remedies provided for in this Section 11.6, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement (including monetary damages), and (ii) nothing set forth in this Section 11.6 shall require any Party hereto to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 11.6 prior or as a condition to exercising any termination right under this Agreement (and/or receipt of any amounts due in connection with such termination), nor shall the commencement of any legal action or legal proceeding pursuant to this Section 11.6 or anything set forth in this Section 11.6 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms hereof, or pursue any other remedies under this Agreement that may be available then or thereafter.
77 -

Section 11.7 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Parties.

Section 11.8 Waiver.

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

Section 11.9 Entire Agreement.

This Agreement, together with the Vendor Disclosure Letter, the Purchaser Disclosure Letter and the Investor Rights Agreement, (i) constitutes the entire agreement between the Parties; (ii) supersedes all prior agreements or discussions of the Parties; and (iii) sets forth the complete and exclusive agreement between the Parties, in all cases, with respect to the subject matter herein. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement, the Vendor Disclosure Letter, the Purchaser Disclosure Letter or the Investor Rights Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the Transaction.

Section 11.10 Successors and Assigns.

(1) Upon execution of the Agreement by the Parties, it will be binding upon and enure to the benefit of the Vendor, the Purchaser and their respective heirs, administrators, executors, legal representatives, successors and permitted assigns.
(2) Except as provided in this Section 11.10, neither this Agreement nor any of the rights or obligations under this Agreement may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Party. Upon giving notice to the Vendor at any time prior to five (5) Business Days prior to the Closing Date, the Purchaser may assign this Agreement or any of its rights and/or obligations under this Agreement to any of its affiliates, provided that (i) such affiliate and the Purchaser shall be jointly and severally liable with respect to all of the obligations of the Purchaser, including the representations, warranties, covenants and agreements of the Purchaser, (ii) no such assignment shall enlarge, alter or change any obligation of the Vendor due to the Purchaser, (iii) such assignment would not reasonably be expected to adversely impair or delay the ability of the Parties to complete the Transaction or
78 -

to otherwise adversely affect any Party, and (iv) such affiliate shall be a resident of Canada within the meaning of the Tax Act.

Section 11.11 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

Section 11.12 Non-Merger.

Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties shall not merge on and shall survive the Closing.

Section 11.13 Governing Law.

(1) This Agreement is governed by and will be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto (and appellate courts therefrom) and waives objection to the venue of any proceeding in such court or that such court provides an inappropriate forum.

Section 11.14 Counterparts.

This Agreement may be executed (including by electronic means) in any number of counterparts, each of which (including any electronic transmission of an executed signature page), is deemed to be an original, and such counterparts together constitute one and the same instrument.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the Parties have executed this Share Purchase Agreement.

MONETA PORCUPINE MINES INC.

By: (Signed) Gary O'Connor Authorized Signing Officer

O3 MINING INC.

By: (Signed) Jose Vizquerra Benavides Authorized Signing Officer

[Signature Page – Share Purchase Agreement]

Schedule 1.1(i)

INVESTOR RIGHTS AGREEMENT

(See attached)

Execution Copy

INVESTOR RIGHTS AGREEMENT

dated ____, 2021 between

O3 MINING INC.

and

MONETA PORCUPINE MINES INC.

Execution Copy

ARTICLE	1 CERTAIN DEFINITIONS .................................................................................................. 1
1.1	Definitions ................................................................................................................................ 1
ARTICLE	2 NOMINATION / APPOINTMENT RIGHTS ................................................................... 4
2.1	Director Nomination/Appointment Rights ............................................................................... 4
ARTICLE	3 TECHNICAL COMMITTEE ............................................................................................ 6
3.1	Technical Committee ............................................................................................................... 6
ARTICLE	4 STANDSTILL AND TRANSFER ...................................................................................... 7
4.1	Standstill Agreement ................................................................................................................ 7
4.2	Restrictions on Transfer ........................................................................................................... 8
ARTICLE	5 MATTERS WITH RESPECT TO MONETA SHARES ................................................. 8
5.1	Shareholder Equity Rights ........................................................................................................ 8
5.2	Notice and Procedure ............................................................................................................... 9
5.3	Approvals in Connection with Shareholder Equity Rights ...................................................... 9
5.4	Top-Up Right ......................................................................................................................... 10
5.5	Transfer Restrictions .............................................................................................................. 10
ARTICLE	6 OTHER COVENANTS ..................................................................................................... 11
6.1	Director Liability Insurance and Indemnity ........................................................................... 11
6.2	Reasonable Information and Access Rights ........................................................................... 11
6.3	Confidentiality ........................................................................................................................ 11
6.4	Privilege ................................................................................................................................. 11
ARTICLE	7 MISCELLANEOUS PROVISIONS ................................................................................ 11
7.1	Termination ............................................................................................................................ 11
7.2	Expenses ................................................................................................................................. 12
7.3	Waivers ................................................................................................................................... 12
7.4	Notices .................................................................................................................................... 12
7.5	Entire Agreement; Amendments ............................................................................................ 13
7.6	Binding Effect; Benefits ......................................................................................................... 13
7.7	Headings ................................................................................................................................. 14
7.8	Counterparts; Facsimile Signature ......................................................................................... 14
7.9	Further Assurances ................................................................................................................. 14
7.10	Governing Law and Jurisdiction for Disputes ........................................................................ 14
7.11	Cooperation And Dispute Resolution ..................................................................................... 14
7.12	Severability ............................................................................................................................. 14
7.13	Third Parties; Joint Ventures .................................................................................................. 14
7.14	Construction ........................................................................................................................... 15

Execution Copy

INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT (this " Agreement ") is made and entered into as of ___, 2021

BETWEEN:

O3 MINING INC. a corporation existing under the laws of the Province of Ontario

(" Shareholder ")

and -

MONETA PORCUPINE MINES INC. , a corporation existing under the laws of the Province of Ontario

(the " Corporation ")

RECITALS:

A. The Shareholder and the Corporation are parties to a share purchase agreement dated January 13, 2021 (the " Share Purchase Agreement ") pursuant to which the Corporation has agreed to acquire all of the issued and outstanding common shares of Northern Gold Mining Inc., a wholly owned subsidiary of the Shareholder, in exchange for common shares of the Corporation (the " Transaction "); and
B. In connection with the Transaction, Shareholder and the Corporation wish to enter into this Agreement to provide for, among other things: (i) rights of Shareholder to nominate representative(s) to the board of directors of the Corporation; (ii) the formation of a technical committee of the Corporation and participation of Shareholder in respect thereof; (iii) rights of Shareholder to participate in future equity financings of Moneta; (iv) top-up rights of Shareholder in respect of equity securities of the Corporation; and (iv) standstill restriction of Shareholder in respect of the Corporation.

AGREEMENTS:

In consideration of the mutual covenants in this Agreement, Shareholder and the Corporation agree as follows:

ARTICLE 1 CERTAIN DEFINITIONS

1.1 Definitions

As used in this Agreement, the following terms, whether in singular or plural forms, shall have the following meanings:

" Act " means the Business Corporations Act (Ontario), as the same may be amended or restated from time to time.

" Affiliate " means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with "control" for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

" Bought Deal " means a fully underwritten offering of securities by the Corporation, on a bought deal basis, pursuant to which an underwriter has committed to purchase securities of the Corporation pursuant to a "bought deal" letter.

" Business Day " means any day other than Saturday, Sunday or a day on which banking institutions in Toronto, Ontario are required or authorized to be closed.

" Closing Date " means the closing date of the Transaction.

" Confidential Information " means information about the Corporation or any of its subsidiaries which is furnished by it or any of its representatives to Shareholder pursuant to Section 6.2, whenever furnished and regardless of the manner in which it is furnished (orally, in writing, electronically, etc.); provided, however, that Confidential Information shall not include, and no obligation under Section 6.3 shall be imposed in respect of, information that Shareholder can demonstrate: (a) was known by or in Shareholder's possession before disclosure by or on behalf of the Corporation; (b) is or becomes generally known within either party's industry other than as a result of a breach of this Agreement by Shareholder or its representatives; (c) is or becomes available to Shareholder, any of its Affiliates or any of its or their respective representatives on a non-confidential basis from a third party, provided that such third party is not and was not prohibited from disclosing such information; or (d) is independently developed by Shareholder or any of its Affiliates without reference to or use of the Confidential Information.

" Corporation " means Moneta Porcupine Mines Inc.

" Corporation Board " means the board of directors of the Corporation.

" Convertible Securities " means any securities convertible into or exercisable or exchangeable for Moneta Shares, including convertible debt securities and rights to purchase equity securities.

" Director Eligibility Criteria " means an individual who (i) consents in writing to serve as a director, and (ii) meets the qualification requirements to serve as a director under the corporate statute, the applicable stock exchange rules and all other regulatory requirements.

" Dispute " has the meaning given thereto in Section 7.11.

" Economic Ownership " means ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has (a) beneficial ownership or (b) an economic interest in such security as a result of any cash-settled total return swap transaction or any other swap, other derivative or "synthetic" ownership arrangement (in which case the number of securities with respect to which such Person has economic ownership shall be determined based on such Person's equivalent net long position); provided, however, that for purposes of determining Economic Ownership, a Person shall be deemed to be the Economic Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the giving

of notice or the passage of time, including the giving of notice or the passage of time in excess of sixty (60) days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), in each case, without duplication of any securities included pursuant to subclauses (a) or (b) above. For purposes of this Agreement, a Person shall be deemed to be the Economic Owner of any securities Economically Owned by any other Person or group of Persons acting jointly or in concert.

" Equity Financing " means the issuance by the Corporation of Equity Securities, directly or indirectly, for cash or cash equivalents, provided that it shall not include issuance of: (i) securities of the Corporation pursuant to a rights offering by the Corporation that is open to all securityholders of the Corporation; (ii) securities of the Corporation upon the exercise or conversion of any Convertible Securities; (iii) securities of the Corporation pursuant to employee, officer or director compensation arrangements, including without limitation stock option plans and other equity incentive plans; (iv) securities of the Corporation as a result of the consolidation or subdivision of any securities of the Corporation or as special distributions or stock dividends; (v) securities of the Corporation proposed to be issued as transaction consideration pursuant to any merger, business combination, tender offer, exchange offer, take-over bid, arrangement, asset purchase transaction or other acquisition of assets or shares of a third party; (vi) securities of the Corporation issued to any strategic partner or strategic collaborator in connection with a strategic transaction undertaken by the Corporation so long as none of the securityholders or any of their respective Affiliates participates directly or indirectly in such issuance; (vii) securities of the Corporation to Shareholder or any of its Affiliates; (viii) securities of the Corporation pursuant to a shareholder rights plan; (ix) securities of the Corporation issued to a lender in connection with a commercial credit transaction to the extent the issuance of any such securities is incidental to the lending transaction (such as an "equity kicker").

" Equity Financing Notice " has the meaning given thereto in Section 5.2(a).

" Equity Securities " means Moneta Shares or Convertible Securities.

" Governmental Authority " means: (i) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, county, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange; and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

" Initial Appointees " mean, together, José Vizquerra Benavides and Blair Zaritsky, and " Initial Appointee " means any one of them.

" Lock-Up Period " means the period ending December 31, 2022.

" Maximum Shareholder Interest " means 30.1%.

" Moneta Financing " means an at market or premium equity private placement financing of Moneta Shares for gross proceeds of up to $23 million to be completed concurrently with, or around the time of, the Transaction.

" Moneta Shares " means common shares in the capital of the Corporation.

" Nomination " has the meaning given thereto in Section 2.1(d).

" Nomination Notice " has the meaning given thereto in Section 2.1(d).

" Participation Percentage " means, in respect of any Equity Financing, the Shareholder Ownership Percentage determined immediately following the closing of the previous Equity Financing (as downward adjusted to reflect any Moneta Share transfer by Shareholder on or following such date on a share-for-share basis); provided that the initial Equity Financing following the date hereof shall be deemed to be the Maximum Shareholder Interest.

" Participation Period " has the meaning given thereto in Section 5.2(b).

" Person " means any natural person, Governmental Authority, corporation, general or limited partnership, joint venture, limited liability company, trust, association, or unincorporated entity of any kind.

" Shareholder " means O3 Mining Inc., a corporation existing under the laws of the Province of Ontario.

" Shareholder Nominee " has the meaning given thereto in Section 2.1(b)(i).

" Shareholder Ownership Percentage " means, at the relevant time, (x) the number of Moneta Shares beneficially owned by Shareholder and its Affiliates, at such time, divided by (y) the number of issued and outstanding Moneta Shares at such time.

" Share Purchase Agreement " has the meaning given thereto in the recitals hereto.

" Shareholder Technical Committee Nominee " has the meaning given thereto in Section 3.1(a).

" Technical Committee " has the meaning given thereto in Section 3.1(a).

" Technical Matters " has the meaning given thereto in Section 3.1(a).

" Top-Up Notice " has the meaning given thereto in Section 5.4.

" Top-Up Right " has the meaning given thereto in Section 5.4.

" transfer " has the meaning given thereto in Section 4.2(a).

" Transaction " has the meaning given thereto in the recitals hereto.

" TSX " means Toronto Stock Exchange.

ARTICLE 2 NOMINATION / APPOINTMENT RIGHTS

2.1 Director Nomination/Appointment Rights

(a) During the Lock-Up Period, Shareholder shall be entitled designate two individuals (together, the " Shareholder Nominees " and each is a " Shareholder Nominee ") to be nominated at any meeting of shareholders of the Corporation at which directors of the Corporation are to be elected.
5 -
(b) Following the Lock-Up Period, for so long as the Shareholder Ownership Percentage is, as of the date of the Nomination Notice:
(i) at least 25%, then Shareholder shall be entitled to designate two Shareholder Nominees to be nominated at any meeting of shareholders of the Corporation at which directors of the Corporation are to be elected; and
(ii) at least 10% but less than 25%, then Shareholder shall be entitled to designate one Shareholder Nominee to be nominated at any meeting of shareholders of the Corporation at which directors of the Corporation are to be elected.
(c) The Corporation agrees that, except with the prior written consent of Shareholder, the size of the Corporation Board shall not be increased above eight directors.
(d) The Corporation shall provide Shareholder with written notice (the " Nomination Notice "), promptly, and in any event, not less than 25 Business Days in advance of the date on which the Corporation's proxy materials are to be mailed for the purpose of any shareholders' meeting at which directors of the Corporation are to be elected. The Nomination Notice shall include a request for the identification of any Shareholder Nominee, and the detailed information required to be included in an information circular with respect to the appointment of any Shareholder Nominee. Shareholder shall be required to, not later than 8 Business Days in advance of the date on which the Corporation's proxy materials are to be mailed for the purpose of any shareholders' meeting of which Shareholder is notified pursuant to this Section 2.1(d), provide the Corporation with written notice (the " Nomination ") of the identity and all of the particulars requested in the Nomination Notice. In the event that a Nomination is not received by the Corporation at least 8 Business Days in advance of the date on which the Corporation's proxy materials are to be mailed for the purpose of any shareholders' meeting at which directors of the Corporation are to be elected (for any reason other than failure by the Corporation to provide Shareholder with the Nomination Notice within the period prescribed by this Section 2.1(d)), then Shareholder shall be deemed to have nominated any Shareholder Nominee (including, if applicable, any Initial Appointee) then serving as a member of the Corporation Board (provided that Shareholder shall be required to deliver to the Corporation notice of Shareholder Ownership Percentage).
(e) The Corporation shall cause any Shareholder Nominees that satisfied the Director Eligibility Criteria to be included among the nominees proposed by the Corporation for election by shareholders to the Corporation Board at each meeting of shareholders at which directors are to be elected. The Corporation shall use commercially reasonable efforts to cause the election of any Shareholder Nominee, including soliciting proxies in favour of the election of any Shareholder Nominee.
(f) The Corporation shall, in respect of every meeting of shareholders at which the election of the directors is to be considered, and at every reconvened meeting following an adjournment or postponement thereof, that it shall (i) cause management of the Corporation to nominate and recommend any Shareholder Nominees identified in the Corporation's proxy materials for election to the Corporation Board, so long as such Shareholder Nominee satisfies the Director Eligibility Criteria, and (ii) vote the Moneta Shares in respect of which management is granted a discretionary proxy in favour of the election of any such Shareholder Nominees to the Corporation Board at every such meeting.
6 -
(g) During the Lock-Up Period, Shareholder hereby agrees, in respect of every meeting of shareholders at which the election of the directors is to be considered, and at every reconvened meeting following an adjournment or postponement thereof, that it shall cause to be counted as present for purposes of establishing quorum and to vote its Moneta Shares in favour of the election of nominees proposed by the Corporation at every such meeting.
(h) Notwithstanding anything to the contrary in this Agreement, if at any time a Shareholder Nominee ceases to satisfy any of the Director Eligibility Criteria, Shareholder shall promptly cause such Shareholder Nominee to tender his or her resignation from the Corporation Board, in which case the provisions of Section 2.1(i) shall apply.
(i) If any Initial Appointee or any subsequent Shareholder Nominee ceases to hold office as a director of the Corporation for any reason, then Shareholder shall be entitled to nominate an individual who satisfies the Director Eligibility Criteria to fill such vacancy (provided that Shareholder remains eligible to designate a Shareholder Nominee pursuant to Section 2.1(a)), and the Corporation shall promptly take all steps that may be reasonably necessary to appoint such individual to the Corporation Board to fill such vacancy.
(j) The Initial Appointees and any subsequent Shareholder Nominee who is elected to the Corporation Board shall agree to abide by all customary policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Corporation Board generally, including, without limitation, the Corporation's confidentiality policies and procedures, code of business conduct and ethics, insider trading policy and corporate governance guidelines.
(k) The Initial Appointees and any subsequent Shareholder Nominee who is elected to the Corporation Board shall be entitled to indemnification on like terms as the other members of the Corporation Board and shall have the benefit of the director and officer insurance policy in effect for the Corporation, if any, from time to time, including the director's liability insurance described in Section 6.1.

ARTICLE 3 TECHNICAL COMMITTEE

3.1 Technical Committee

(a) As and from the Closing Date, Shareholder shall have the right to require the Corporation to form a technical committee (the " Technical Committee ") of the Corporation Board comprised of two board nominees of the Corporation and one of the Shareholder Nominee (the " Shareholder Technical Committee Nominee ") for the purpose of determining exploration priorities and development activities in relation to the Corporation's properties (" Technical Matters ").
(b) The Corporation Board shall approve a formal mandate for the Technical Committee that shall be prepared and mutually agreed upon by the Corporation and Shareholder, each acting reasonably. The Technical Committee shall provide regular updates to the Corporation and Shareholder (the frequency of which shall be no less than once per calendar quarter) in respect of such Technical Matters. Fees payable to members of the Technical Committee, if any, will be determined by the Corporation Board.
7 -

ARTICLE 4 STANDSTILL AND TRANSFER

4.1 Standstill Agreement

For a period of two years following the Closing Date, Shareholder will not, alone or in concert with others, without the prior written consent of Corporation or as otherwise expressly permitted under this Agreement:

(a) effect, seek, offer or propose, or in any way assist, advise or encourage any other Person to effect, seek, offer or propose, in each case whether publicly or otherwise:
(i) any take-over bid, merger, amalgamation, plan of arrangement, reorganization or other business combination involving the Corporation or any of its assets;
(ii) any recapitalization, restructuring, liquidation, dissolution, disposition of a material portion of the assets or other extraordinary transaction with respect to the Corporation or any of its assets;
(b) directly or indirectly make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in the Securities Act (Ontario)) to vote, or seek to advise or influence any other Person with respect to the voting of any voting securities of the Corporation;
(c) otherwise act to seek to control the management, Corporation Board or the policies of the Corporation beyond the board and technical committee representation provided in this agreement;
(d) have any discussions or enter into any arrangements, understandings or agreements, whether written or oral, with, or advise, finance, aid, assist, encourage or act in concert with, any other Persons in connection with the foregoing;
(e) make any public announcement of any intention to do or take any of the foregoing or take any action that could require the Corporation to make a public announcement with respect to any of the foregoing; or
(f) attempt to induce any party not to make or conclude any proposal with respect to the Corporation by threatening or indicating that Shareholder may take any of the foregoing actions.

Notwithstanding the foregoing, the limitations and prohibitions set forth in this Section 4.1 shall no longer apply from the earliest of (1) the date the Corporation enters into a definitive agreement with a third party that provides for an acquisition of, or business combination with, the Corporation where the securityholders of the Corporation would own less than 50% of the voting securities of the Corporation, (2) the date the Corporation enters into a definitive agreement with a third party that provides for an acquisition of all or substantially all of the assets of the Corporation; or (3) the date a third party enters into a definitive agreement to acquire, or acquires, "beneficial ownership" (as such term is defined in the Securities Act (Ontario), as amended) of more than 50% of the voting securities of the Corporation.

4.2 Restrictions on Transfer

(a) During the Lock-Up Period, Shareholder shall not, directly or indirectly, transfer, sell, assign, gift, exchange or otherwise dispose of (including through the sale or purchase of options or other derivative instruments, hedging activities or otherwise, or by way of merger, reverse merger, consolidation or otherwise) or agree or commit to do any of the foregoing (any such occurrence, for all purposes under this Agreement, a " transfer ") all or any portion of the Moneta Shares owned by Shareholder as of the Closing Date, or its Economic Ownership therein.
(b) Following the expiration of the Lock-Up Period, Shareholder shall not be restricted from transferring any of the Moneta Shares owned by Shareholder.
(c) Notwithstanding the foregoing, the restrictions in Section 4.2(a), shall not prohibit or restrict Shareholder from:
(i) transferring any of its Moneta Shares to an Affiliate;
(ii) transferring any of its Moneta Shares pursuant to (i) any tender offer by the Corporation to acquire such Common Shares or (ii) a take-over bid for the Moneta Shares that a majority of the Corporation Board has recommended that holders of Moneta Shares accept; or
(iii) disposing any of its Moneta Shares by operation of a statutory amalgamation, statutory arrangement or other statutory procedure or extraordinary transaction involving the Corporation.
(d) For greater certainty, the rights of Shareholder under this Agreement are not transferrable.

ARTICLE 5

MATTERS WITH RESPECT TO MONETA SHARES

5.1 Shareholder Equity Rights

(a) Shareholder shall have a pre-emptive right (the " Shareholder Equity Right ") to participate in any Equity Financing of the Corporation, undertaken at any time and from time to time, and subscribe for such number of Equity Securities thereunder that would result in Shareholder owning, after giving effect to such Equity Financing, up to the Participation Percentage.
(b) If the Shareholder Ownership Percentage decreases below 10% as a result of any issuance of Equity Securities to which the Shareholder Equity Right does not apply, then Shareholder shall have the right, but not the obligation, to participate in the ensuing Equity Financing of the Corporation, and subscribe for such number of Equity Securities thereunder that would result in Shareholder owning, after giving effect to such Equity Financing, up to the Participation Percentage.
(c) For the avoidance of doubt, the failure by Shareholder to participate in any Equity Financing of the Corporation shall not preclude Shareholder from participating in any ensuing Equity Financing of the Corporation.
9 -

5.2 Notice and Procedure

The Corporation proposes to issue Equity Securities in connection with an Equity Financing, other than pursuant to Section 5.4, then:

(a) the Corporation shall deliver a notice to Shareholder in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least twelve (12) days prior to the proposed closing date of the Equity Financing (the " Equity Financing Notice ") specifying: (i) the total number of outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but shall, in any event, be communicated to Shareholder in writing no later than seven days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and
(b) Shareholder shall have the right to subscribe for such number of Equity Securities under any Equity Financing (on the same terms and conditions as offered to the other potential purchasers under such Equity Financing, all as set forth in the Equity Financing Notice) that would result in Shareholder owning, after giving effect to such Equity Financing, up to the Participation Percentage; and
(c) If Shareholder elects to subscribe for such Equity Securities, then Shareholder shall provide written notice to the Corporation at least five (5) Business Days prior to the proposed closing date of the Equity Financing (the " Participation Period "); provided that if the Corporation is proposing to undertake a Bought Deal in respect of such Equity Securities, and the Corporation wishes to abridge the foregoing time requirements, then the Corporation shall give such notice to Shareholder, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (and shall use commercially reasonable efforts to give such notice not less than three (3) days prior to the launch or public announcement of such Bought Deal) and Shareholder shall have two (2) days from the date the Corporation advises it of such proposed Bought Deal to notify the Corporation in writing of the number of Equity Securities that Shareholder elects to subscribe for. The subscription elected by Shareholder pursuant to this Section 5.2(b) shall close concurrently with the closing of the Equity Financing.

5.3 Approvals in Connection with Shareholder Equity Rights

(a) If Shareholder exercises the Shareholder Equity Right and the Corporation is required, under the rules and policies of the TSX (or such other applicable stock exchange from time to time) or under applicable securities laws, to obtain:
(i) shareholder approval for the issuance of the Equity Securities to Shareholder pursuant to Section 5.1, the then the Corporation shall seek such shareholder approval (and the Corporation shall recommend that shareholders vote in favour of such issuance) at the next meeting of shareholders that occurs after the closing date of the relevant Equity Financing (other than a shareholder meeting in respect
10 -

of which the management information circular has already been approved by the Corporation Board as of the closing date of the relevant Equity Financing); and

(ii) TSX (or such other applicable stock exchange from time to time) approval, or any securities regulator or any other Person (other than shareholders), for the issuance of the Equity Securities to Shareholder pursuant to Section 5.1, then the Corporation shall use commercially reasonable efforts to obtain such approvals or authorizations prior to any issuance of Equity Securities such that Shareholder is able to fully exercise its rights under Section 5.1 in accordance with the terms set out therein.

5.4 Top-Up Right

(a) For a period of two years following the Closing Date, subject to any shareholder approval, TSX or such other stock exchange requirements as may be applicable upon which Section 5.3 shall apply mutatis mutandis to the Top-Up Right, Shareholder shall have the right (the " Top-Up Right "), exercisable in its sole discretion, on two (2) occasions in any 12-month period, by written notice of Shareholder to the Corporation (" Top-Up Notice "), to subscribe for such number of Moneta Shares that will allow Shareholder to maintain or acquire Shareholder Ownership Percentage of up to the Maximum Shareholder Interest (the " Top-Up Offering ").
(b) The Top-Up Notice shall: (i) specify the number of Moneta Shares it intends to subscribe and the resulting Shareholder Ownership Percentage after giving effect to the Top-Up Offering; and (ii) be executed by Shareholder.
(c) The Moneta Shares issued pursuant to the foregoing Top-Up Right shall be issued at a price equal to the greater of (x) the volume weighted average trading price of the Moneta Shares on the stock exchange on which the Moneta Shares principally trade for the five (5) trading days immediately prior to the date of the Top-Up Notice, and (ii) the minimum price permitted by the applicable stock exchange(s) on which the Moneta Shares trade.
(d) Notwithstanding anything to the contrary in this Agreement, the Corporation shall not be obliged to effect the Top-Up Offering if: (i) the Corporation Board determines in its good faith judgment, acting reasonably and with advice from legal counsel, that there exists at the time material non-public information relating to the Corporation, the disclosure of which would be detrimental to the Corporation, and the Corporation has a bona fide business purpose for preserving such information as confidential; and (ii) the Corporation Board determines in its good faith judgment, acting reasonably and with advice from legal counsel, to impose a black-out on account of which insiders of the Corporation are restricted from trading in securities of the Corporation.

5.5 Transfer Restrictions

For greater certainty, any Moneta Shares that have been issued pursuant to the provisions of this Article 5 shall be subject to the transfer restrictions under Section 4.2.

11 -

ARTICLE 6 OTHER COVENANTS

6.1 Director Liability Insurance and Indemnity

The Shareholder Nominee shall be entitled to the benefit of any director's liability insurance (and the Corporation shall use commercially reasonable efforts to obtain director's liability insurance of at least C$15 million in coverage) and any such other indemnity to which other directors of the Corporation are entitled.

6.2 Reasonable Information and Access Rights

Subject to applicable law, the Corporation will use its commercially reasonable efforts to permit Shareholder and any of its internal representatives, at reasonable times and customary intervals during normal business hours, to inspect any of its property, to visit its offices and to discuss its financial matters with its financial officers or its accountants and to examine any of its books or corporate records as may be reasonably requested by Shareholder.

6.3 Confidentiality

(a) Shareholder shall not use Confidential Information for any purpose other than: (i) to monitor, oversee and make decisions with respect to the Shareholder's investment in the Corporation; (ii) to comply with Shareholder's obligations under this Agreement; and (iii) to exercise any of Shareholder's rights under this Agreement; and (iv) to collaborate with the Corporation.
(b) Shareholder shall hold the Confidential Information in confidence, and shall not disclose the Confidential Information to third parties without the prior written consent of the Corporation. Shareholder shall restrict disclosure of the Confidential Information to their and their Affiliates' directors, officers, employees and representatives who have a need to know the Confidential Information for the purposes set forth in Section 6.3(a).
(c) Shareholder's obligations under Section 6.3(b) shall survive for a period of one year following the date of termination of this Agreement.

6.4 Privilege

The provision of any information pursuant to Section 6.2 and Section 6.3 shall not be deemed a waiver of any privilege, including privileges arising under or related to the attorney-client privilege or any other applicable privileges.

ARTICLE 7 MISCELLANEOUS PROVISIONS

7.1 Termination

This Agreement shall terminate and be of no further force and effect upon the date that the Shareholder Ownership Percentage decreases below 10% for a continuous period of at least 30 days (subject to extension during the period in which any required shareholder, Exchange or other approval or authorization for any issuance of equity securities to Shareholder pursuant to its rights under Article 5 of this Agreement are being sought by the Corporation (collectively, the " Required

12 -

Approvals "), provided that this Agreement shall terminate and be of no further force and effect upon the Required Approval Failure); provided, however, that where the Shareholder Ownership Percentage decreases below 10% as a result of any issuance of Equity Securities to which the Shareholder Equity Right does not apply, then this Agreement shall only terminate if the Shareholder Ownership Percentage remains below 10% following the completion of the immediately ensuing Equity Financing undertaken by the Corporation in compliance with Article 5 of this Agreement.

For the purposes of this Section 7.1, the " Required Approval Failure " means: (i) in respect of a Required Approval that is a shareholder approval, a meeting of the shareholders is duly convened and held and the subject matter of the Required Approval is voted on by the shareholders and not approved by the shareholders; (ii) in respect of a Required Approval that relates to an Exchange or other approval or authorization by a Governmental Authority, such Required Approval either (A) has been denied by a decision of the Exchange or such Governmental Authority, as applicable, or (B) has not been obtained within 15 Business Days of the submission of an application in respect of such Required Approval.

7.2 Expenses

Each of the parties shall bear its own costs and expenses arising from the transactions contemplated by this Agreement.

7.3 Waivers

No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, shall be deemed to constitute a waiver by the party taking the action of compliance with any representation, warranty, covenant or agreement contained in this Agreement. The waiver by any party hereto of any condition or of a breach of another provision of this Agreement shall not operate or be construed as a waiver of any other condition or subsequent breach. The waiver by any party of any of the conditions precedent to its obligations under this Agreement shall not preclude it from seeking redress for breach of this Agreement other than with respect to the condition so waived.

7.4 Notices

All notices, requests, demands, applications, waivers, services of process, and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by electronic mail or facsimile transmission or delivered by courier or mailed, certified first class mail, postage prepaid, return receipt requested, to the parties hereto at the following addresses:

(a) To Shareholder:

O3 Mining Inc. 155 University Avenue Suite 1440 Toronto, ON M5H 3B7

Attention: José Vizquerra Benavides Email: [email protected]

13 -

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

Bennett Jones LLP

3400 One First Canadian Place 100 King Street West Toronto, Ontario, Canada M5X 1A4

Attention: Sander Grieve Email: [email protected]

To the Corporation:

Moneta Porcupine Mines Inc.

65 Third Avenue Timmins, Ontario, Canada P4N 1C2

Attention: Jason Macintosh Email: [email protected]

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

Stikeman Elliott LLP

5300 Commerce Court West 199 Bay Street Toronto, Ontario, Canada M5L 1B9

Attention: Darin Renton Email: [email protected]

or to such other address as any party shall have furnished to the other by notice given in accordance with this Section. Such notice shall be effective, (i) if delivered in person or by courier, upon actual receipt by the intended recipient, or (ii) if sent by electronic mail, upon receipt, or (iii) if mailed, upon the date of first attempted delivery.

7.5 Entire Agreement; Amendments

This Agreement embodies the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereto. This Agreement may not be modified orally, but only by an agreement in writing signed by the party or parties against whom any waiver, change, amendment, modification, or discharge may be sought to be enforced.

7.6 Binding Effect; Benefits

This Agreement shall inure to the benefit of and will be binding upon the parties hereto and their respective successors and permitted assigns. Neither the Corporation nor Shareholder shall assign this Agreement or delegate any of its duties hereunder to any other Person without the prior written consent of the other.

14 -

7.7 Headings

The section and other headings in this Agreement are for reference purposes only and will not affect the meaning of interpretation of this Agreement.

7.8 Counterparts; Facsimile Signature

This Agreement may be executed by electronic mail or facsimile in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together will be deemed to be one and the same instrument.

7.9 Further Assurances

From and after the closing of the Transaction described in the Share Purchase Agreement, each of the Corporation and Shareholder shall do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each such party shall provide such further documents or instruments required by any other party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

7.10 Governing Law and Jurisdiction for Disputes

The validity, performance, and enforcement of this Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to the principles of conflicts of law of such Province.

7.11 Cooperation And Dispute Resolution

In the event of any dispute, claim, question or disagreement (each a " Dispute ") arising out of or relating to this Agreement, the parties shall use all reasonable endeavours to settle such Dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution to the Dispute within a period of thirty (30) days from the matter in dispute being raised by a party.

7.12 Severability

Any term or provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining rights of the Person intended to be benefited by such provision or any other provisions of this Agreement.

7.13 Third Parties; Joint Ventures

This Agreement constitutes an agreement solely among the parties hereto, and, except as otherwise provided herein, is not intended to and will not confer any rights, remedies, obligations, or liabilities, legal or equitable, including any right of employment, on any Person other than the parties hereto and their respective successors, or assigns, or otherwise constitute any Person a third party beneficiary under or by reason of this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

15 -

7.14 Construction

This Agreement has been negotiated by the Corporation and Shareholder and their respective legal counsel, and legal or equitable principles that might require the construction of this Agreement or any provision of this Agreement against the party drafting this Agreement shall not apply in any interpretation of this Agreement.

[Remainder of page intentionally left blank. Signature page follows.]

Shareholder and the Corporation have executed this Agreement as of the date first written above.

MONETA PORCUPINE MINES INC.

By: Name: Gary O'Connor Title: Chief Executive Officer and Director

O3 MINING INC.

By:

Name: José Vizquerra Benavides Title: President and Chief Executive Officer

[Signature Page – Investor Rights Agreement]

112679894

Schedule 1.1(ii)

TRANSACTION RESOLUTION

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

Moneta Porcupine Mines Inc. (the “ Company ”) is hereby authorized to issue such number of common shares in the capital of the Company as is necessary in connection with the acquisition of all of the issued and outstanding common shares of Northern Gold Mining Inc. (the “ Acquisition ”) pursuant to the share purchase agreement dated January 13, 2021 between the Company and O3 Mining Inc., as more particularly described and set forth in the management information circular of the Company dated ___, 2021.
Notwithstanding that this resolution has been passed by the holders of common shares of the Company (collectively, the “ Shareholders ”), the directors of the Company are hereby authorized and empowered to, at their sole discretion, without notice to or approval of the Shareholders revoke this resolution at any time prior to the completion of the Transactions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

AI assistant

STLLR Gold Inc. — M&A Activity 2021

43121_rns_2021-01-22_502fc196-a6c6-4de6-9782-8bba9e297222.pdf

MONETA PORCUPINE MINES INC.

SHARE PURCHASE AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2

PURCHASED SHARES AND PURCHASE PRICE

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDOR

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE 5

PRE-CLOSING COVENANTS OF THE PARTIES

SCHEDULES

SHARE PURCHASE AGREEMENT

RECITALS:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms.

Section 1.2 References and Usage.

Section 1.3 Capitalized Terms.

Section 1.4 Headings, etc.

Section 1.5 Knowledge .

Section 1.6 Schedules and Disclosure Letter.

ARTICLE 2 PURCHASED SHARES AND PURCHASE PRICE

Section 2.1 Purchase and Sale .

Section 2.2 Date, Time, Place of Closing and Closing Procedures.

Section 2.3 Payment of Purchase Price.

Section 2.4 No fractional Purchaser Common Shares.

Section 2.5 Purchaser Meeting

Section 2.6 The Circular

Section 2.7 Other business at the Purchaser Meeting.

Section 2.8 Section 85 Tax Election

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDOR

Section 3.1 Representations and Warranties Regarding the Company.

(e) Authorized and Issued Capital .

(o) Operational Matters .

(p) Material Company Property .

(u)

Material Contracts .

Environmental Matters .

(dd) Taxes .

Section 3.2 Representations and Warranties Regarding the Vendor.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser.

(f) Capitalization .

ARTICLE 5

PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1 Conduct of Business Prior to Closing.

Section 5.2 Conduct of the Business of the Purchaser.

Section 5.3 Access by the Purchaser

Section 5.4 Actions to Satisfy Closing Conditions.

Section 5.5 Notices and Requests for Material Consents.

Section 5.6 Filings and Authorizations.

Section 5.7 Notice and Cure Provisions.

Section 5.8 Initial Vendor Nominees and Purchaser Board

ARTICLE 6

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 6.1 Non-Solicitation

Section 6.2 Notification of Acquisition Proposals

Section 6.3 Responding to an Acquisition Proposal

Section 6.4 Right to Match

ARTICLE 7 CONDITIONS OF CLOSING

Section 7.1 Conditions for the Benefit of the Purchaser.

Section 7.2 Conditions for the Benefit of the Vendor.

ARTICLE 8 TERMINATION

Section 8.1 Termination Rights.

Section 8.2 Effect of Termination.

ARTICLE 9 INDEMNIFCATION

Section 9.1 Survival.

Section 9.2 Indemnification in Favour of the Purchaser.

Section 9.3 Indemnification in Favour of the Vendor.

Section 9.4 Limitations on Indemnification.

Section 9.5 Notification of and Procedure for Claims.

Section 9.6 Other Claims.

Section 9.7 Exclusive Remedy.

Section 9.8 Survival of Indemnification Obligation.

Section 9.9 Adjustment to Purchase Price.

STLLR Gold Inc. M&A Activity 2021