SHARE EXCHANGE AGREEMENT

BETWEEN

BIG DOUGIE CAPITAL CORP.

- AND -

COMPANIA MINERA AUBERON SPA

- AND -

INVERSIONES ROMELIO SPA

DATED AS OF

MAY 28, 2020

ARTICLE 1	INTERPRETATION1
Section 1.1	Definitions1
Section 1.2	Schedules6
Section 1.3	Schedule References6
Section 1.4	Currency6
Section 1.5	Number and Gender7
Section 1.6	Extended Meanings7
Section 1.7	Entire Agreement7
Section 1.8	Headings7
Section 1.9	Statutory References7
Section 1.10	Successors and Assigns7
Section 1.11	Date of Action7
Section 1.12	Knowledge7
Section 1.13	Accounting Principles8
ARTICLE 2	PURCHASE OF PURCHASED SECURITIES AND COROLLARY MATTERS8
Section 2.1	Purchase of the Andina Units8
Section 2.2	Purchase Price8
Section 2.3	Payment of the Purchase Price8
Section 2.4	Limited Liability8
Section 2.5	Purchase of Entire Interest8
Section 2.6	Closing8
ARTICLE 3	RELEASES, REPRESENTATIONS AND WARRANTIES OF THE VENDORS11
Section 3.1	Representations and Warranties Relating to the Vendors11
Section 3.2	Representations and Warranties Relating to Andina14
Section 3.3	Non-Waiver20
Section 3.4	Nature and Survival of Representations and Warranties20

ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF BDC20
Section 4.1	Representations and Warranties of BDC20
Section 4.2	Non-Waiver.24
Section 4.3	Nature and Survival of Representations and Warranties.24
ARTICLE 5	CONDUCT OF BUSINESS24
Section 5.1	Conduct of Business by the Parties24
ARTICLE 6	COVENANTS26
Section 6.1	Covenants of Vendors with Respect to Andina26
Section 6.2	Vendor Covenants28
Section 6.3	BDCCovenants29
Section 6.4	Party Covenants30
Section 6.5	Standstill32
ARTICLE 7	CONDITIONS33
Section 7.1	Mutual Conditions Precedent33
Section 7.2	BDC'sConditions34
Section 7.3	Conditions of Andina and Vendors35
Section 7.4	Rights of BDC36
Section 7.5	Rights of Vendors36

ARTICLE 8	INJUNCTIVE RELIEF37
Section 8.1	Injunctive Relief37
ARTICLE 9	RELEASE AND INDEMNIFICATION37
Section 9.1	Vendor Release37
Section 9.2	Vendor Indemnification37
Section 9.3	BDCIndemnification37

Section 9.4	Notice of Claim38
Section 9.5	Procedure for Indemnification38
Section 9.6	General Indemnification Rules39
Section 9.7	Sole Remedy39
ARTICLE 10 ARBITRATION	39
Section 10.1	Issue Subject to Arbitration39
Section 10.2	Arbitration Process39
ARTICLE 11 TERMINATION	40
Section 11.1	Termination40
Section 11.2	Effect of Termination40
Section 11.3	Amendment40
ARTICLE 12	GENERAL40
Section 12.1	Confidentiality and Use of Confidential Information	40
Section 12.2

	Notices41
Section 12.3	Enurement42
Section 12.4	Further Assurances42
Section 12.5	Costs and Expenses42
Section 12.6Section 12.7	Amendment42Waiver42
Section 12.8	Severability42
Section 12.9	Time of Essence43
Section 12.10	Governing Law43

SCHEDULE "A"VENDORLIST.A-1
SCHEDULE "B"MINERAL CLAIMS.B-1
SCHEDULE "C"MATERIAL CONTRACTS OF ANDINA C-1
SCHEDULE "D"OUTSTANDING OBLIGATIONS OF ANDINA.D-1
SCHEDULE "E"CAPITAL EXPENDITURES OF ANDINA E-1
SCHEDULE "F"EMPLOYEES AND CONSULTANTS OF ANDINAF-1
SCHEDULE "G"BANKING AGREEMENTS AND BANK ACCOUNTS OF ANDINA.	G-1
SCHEDULE "H"BDCPREFERRED SHARES STRUCTURE H-1

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made as of the 28th day of May, 2020

AMONG:

BIG DOUGIE CAPITAL CORP., a corporation incorporated under the laws of the Province of Alberta (hereinafter referred to as "BDC")

OF THE FIRST PART

and -

COMPANIA MINERA AUBERON SpA, a corporation registered under the laws of Chile (hereinafter referred to as "Auberon")

OF THE SECOND PART

- and -

INVERSIONES ROMELIO SpA, a corporation registered under the laws of Chile (hereinafter referred to as "Romelio")

OF THE THIRD PART

RECITALS:

A. the Vendors (as herein defined) are the registered and beneficial owners of all the issued and outstanding securities of Andina;
B. BDC is a capital pool company, as defined in Policy 2.4 Capital Pool Companies of the TSXV and is required to complete a Qualifying Transaction (as defined herein); and
C. pursuant to a letter of intent between BDC and Andina accepted March 19, 2020 (the "LOI"), and on the terms and subject to the conditions set forth herein, the parties intend to carry out the proposed Qualifying Transaction by way of the purchase from the Vendors by BDC of the Andina Units,

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises hereto and of the covenants, warranties, representations, agreements and payments herein set forth and provided for, the parties hereto covenant and agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

"Act" means the Business Corporations Act (Alberta), as from time to time amended or re-enacted;

"Action" has the meaning ascribed thereto at Section 9.1(a);

"Affiliate" has the meaning ascribed thereto in the Act;

"Agents" means the agents retained by BDC with respect to the BDC Private Placement, if any;

"Agreement", "this Agreement", "herein", "hereto" and "hereof" and similar expressions refer to this share exchange agreement, together with the schedules hereto, as the same may be amended or supplemented from time to time;

"Auberon" means the Compania Minera Auberon SpA, a corporation registered under the laws of Chile;

"Andina" means Compania Recursos Andina Limitada, a partnership organized pursuant to the laws of Chile;

"Andina Director Appointee" means, subject to the completion of the Transaction, the appointment of Terence Walker the board of directors of BDC, subject to any required Regulatory Approvals;

"Andina Units" means all the issued partnership units of the capital of Andina, of which 100 Andina Units are issued;

"Arbitration Act" means the Arbitration Act (Alberta), as from time to time amended or re-enacted;

"BDC" means Big Dougie Capital Corp., a corporation incorporated pursuant to the laws of the Province of Alberta;

"BDC Agent Option" means the agent's option outstanding to acquire 200,000 BDC Common Shares at a price of CAD $0.10 per share until July 14, 2020, in accordance with its terms;

"BDC Audited Financial Statements" as at and for the period ending December 31, 2019, including the notes thereto and the report of BDC's auditors thereon;

"BDC Broker Warrants" means such broker warrants of BDC as may be issued to the Agents in connection with the BDC Private Placement, as applicable;

"BDC Common Shares" means the common shares in the capital of BDC, as presently constituted on the date hereof;

"BDC Financial Statements" means, collectively, the BDC Audited Financial Statements and the BDC Interim Financial Statements;

"BDC Interim Financial Statements" means the unaudited condensed interim financial statements of BDC for the for the interim three-month periods before the end of the financial year, including the notes thereto;

"BDC Preferred Shares" means the non-voting series A preferred shares of BDC which shall be issued pursuant to this Agreement and with the rights, privileges restrictions and conditions substantially set forth in the form provided in Schedule "H";

"BDC Private Placement" means the sale by BDC of securities as it may determine in its sole discretion, including without limitation, common shares, warrants or subscription receipts, at a price to be determined by BDC, acting reasonably;

"BDC Shares" means, collectively, BDC Common Shares and BDC Preferred Shares;

"BDC Stock Options" means the stock options outstanding to acquire 1,200,000 BDC Common Shares at a price of CAD$0.10 per share until July 14, 2028, in accordance with their terms;

"Business Day" means any day other than a Saturday or Sunday or a day recognized as a holiday in Calgary, Alberta;

"Claim" has the meaning ascribed thereto in Section 9.4;

"Closing" means the completion of the Qualifying Transaction on the terms and subject to the conditions set forth in this Agreement;

"Closing Date" means the date upon which the Qualifying Transaction shall be completed, which date shall be as soon as reasonably practicable following receipt of the conditional approval of the TSXV for the Qualifying Transaction and no later than July 31, 2020, or such other date as agreed to by the Parties;

"Confidential Information" refers to any and all information acquired by or made available to a Disclosee or its Representatives by a Disclosing Party or its Representatives, which shall include, without limiting the generality of the foregoing, all information (written, oral or in electronic form) furnished by or on behalf of a Disclosing Party to, or otherwise obtained by, a Disclosee or its Representatives which is or would reasonably be considered to be confidential or proprietary in nature, including, but not limited to, all financial information, plans, legal opinions, names of shareholders, partners, private investors, joint venture partners and arrangements, which information is or may be either applicable to or related in any way to the assets, business or affairs of a Disclosing Party, together with all analyses, compilations, notes, data, studies or other material or documents prepared by or on behalf of a Disclosee or its Representatives containing or based upon, in whole or in part, information acquired by a Disclosee or its Representatives during the course of its review, provided, however, that Confidential Information shall not include information which:

(a) at the time of disclosure or thereafter becomes generally available to the public other than as a result of any act or omission by the Disclosee or any of its Representatives or anyone to whom the Disclosee or any of its Representatives transmitted such information;
(b) is or becomes lawfully known to the Disclosee or any of its Representatives on a non-confidential basis and not in contravention of applicable Laws from a source other than the Disclosing Party or its Representatives, provided that such source is not to the Disclosee's or its Representative's knowledge (and being aware of no reasonable basis for determining otherwise) bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from transmitting the information to the Disclosee or its Representatives by a contractual, legal or fiduciary obligation; or
(c) is already in the knowledge or possession of the Disclosee or its Representatives prior to its being made available or furnished to the Disclosee or its Representatives by or on behalf of the Disclosing Party, provided that the source of such information was not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from transmitting the information to the Disclosee or its Representatives by a contractual, legal or fiduciary obligation,

provided that any combination of the information which comprises part of the Confidential Information shall not be deemed to be non-proprietary information merely because individual parts of that information were within the public domain or with the prior lawful possession of the Disclosee or its Representatives unless the combination itself was within the public domain or in the prior lawful possession of the Disclosee or its Representatives

"Counsel Opinion" means a legal opinion, in a form acceptable the BDC, acting reasonably, to be prepared by Chilean counsel to the Vendors which Counsel Opinion shall confirm that: (i) at Closing, BDC shall have acquired the Andina Units in compliance with the applicable Laws of the Government Authority and regulatory authorities in the jurisdiction(s) in which the Vendor is resident; and (ii) such matters as referred herein at Section 3.1(m) and (n);

"Deposit" has the meaning ascribed thereto in Section 2.2;

"Direct Claim" has the meaning ascribed thereto in Section 9.4;

"Disclosee" means a party which receives Confidential Information;

"Disclosing Party" means a party which furnishes Confidential Information

"Dollars" and "$" means absence of a specific designation of any currency, dollars of lawful money of the Canada;

"Effective Time" means 12:01 a.m. (Calgary time) on the Closing Date;

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

"Exchange" or "TSXV" means the TSX Venture Exchange Inc.;

"Filing Statement" means the filing statement of BDC to be prepared in accordance with the Policy in connection with the Qualifying Transaction;

"Governing Documents" means, in respect of each Party, its governing documents, including, as applicable, its certificate and articles of incorporation, as amended, declaration of partnership, partnership agreement, and all similar articles, by-laws, and registrations, as amended;

"Government Authority" means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for certainty, includes the TSXV;

"IFRS" means International Financial Reporting Standards as adopted by the International Accounting Standards Board;

"in writing" means written information, including documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of another Party;

"Indemnifiable Damages" has the meaning ascribed thereto in Section 9.2;

"Indemnified Party" has the meaning ascribed thereto in Section 9.4;

"Indemnifying Party" has the meaning ascribed thereto in Section 9.4;

"Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, by laws, statutory rules, principles of law, published policies, forms and guidelines, fee schedules, tariffs, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, directives, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Government Authority, statutory body or self-regulatory authority (including the TSXV), and the term "applicable" with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Government Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

"LOI" means letter of intent between BDC and Andina accepted March 19, 2020;

"Material Contracts" has the meaning ascribed thereto in Section 3.2(nn);

"material fact" has the meaning ascribed thereto in the Securities Act;

"Mineral Claims" means certain mineral claims in the Carrizal Alto area in Region III, Chile as outlined on Schedule "B" attached hereto;

"misrepresentation" has the meaning ascribed thereto in the Securities Act;

"Party" means each of BDC, Auberon and Romelio, and "Parties" means all of them;

"Person" includes any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Government Authority, syndicate or other entity, whether or not having legal status;

"Policy" means Policy 2.4 – Capital Pool Companies of the TSXV;

"Public Information Record" means all news releases, material change reports, financial statements, prospectuses and all other documents filed by or on behalf of BDC with the Securities Authorities in accordance with applicable Laws;

"Purchase Price" has the meaning ascribed thereto in Section 2.2;

"Qualifying Transaction" means the acquisition by BDC of all of the issued and outstanding Andina Units from the Vendors in exchange for the Purchase Price pursuant to the terms and conditions of this Agreement, which shall result in Andina becoming the wholly-owned subsidiary of BDC and constitute the qualifying transaction of BDC pursuant to the Policy;

"Regulatory Approval" means any approval, consent, waiver, permit, order or exemption from any Government Authority having jurisdiction or authority over either Party or any Subsidiary of a Party which is required or advisable to be obtained in order to permit the Qualifying Transaction to be effected, including, without limitation, the approval of the TSXV and "Regulatory Approvals" means all such approvals, consents, waivers, permits, orders or exemptions;

"Released Actions" has the meaning ascribed thereto at Section 9.1(a);

"Released Persons" has the meaning ascribed thereto at Section 9.1(a);

"Reporting Jurisdictions" has the meaning ascribed thereto in Section 4.1(k);

"Representatives" means the directors, officers, employees, advisors and counsel of a Person;

"Resulting Issuer" means BDC and its wholly-owned subsidiary Andina, after completion of the Qualifying Transaction;

"Revised BDC Insiders Escrow Agreement" means the revised escrow agreement to be entered into by all of the Principals (as such term is defined in TSXV Policy 1.1 - Interpretation) of BDC to reflect surplus escrow release amounts, in accordance with the policies of the TSXV;

"Romelio" means Inversiones Romelio SpA, a corporation registered under the laws of Chile;

"Securities Act" means the Securities Act (Alberta) and the regulations thereunder, as from time to time amended;

"Securities Authorities" means the securities commissions in the Reporting Jurisdictions and the TSXV collectively;

"Subsidiary", has a meaning ascribed thereto in the Act;

"Taxes" has the meaning ascribed thereto in Section 3.2(ss);

"Third Party Claim" has the meaning ascribed thereto in Section 9.4; and

"Title Opinion" means a title opinion, in a form acceptable the BDC, acting reasonably, to be prepared by counsel to the Vendors, addressed to the TSXV and BDC, which Title Opinion shall confirm that each and every one of the mineral claims making up the Mineral Claims is in good standing with all fees, taxes and annual claim fees being current;

"TSXV Escrow Agreement" means the escrow agreement to be entered into between a licensed third-party trustee, as escrow agent, BDC, Auberon and Romelio, in accordance with the policies of the TSXV in connection with the completion of the Qualifying Transaction; and

"Vendor" means each of Auberon and Romelio, and "Vendors" means both of them;

Section 1.2 Schedules

The following are the Schedules referred to and incorporated in this Agreement by reference and deemed to be a part hereof:

Schedule "A"	-	VendorList
Schedule "B"	-	Mineral Claims
Schedule "C"	-	Material Contracts of Andina
Schedule "D"	-	Outstanding Obligations of Andina
Schedule "E"	-	Capital Expenditures of Andina
Schedule "F"	-	Employees and Consultants of Andina
Schedule "G"	-	Banking Agreements and Bank Accounts of Andina
Schedule "H"	-	BDC Preferred Share Structure

Section 1.3 Schedule References

Wherever any provision of any Schedule to this Agreement conflicts with any provision in the body of this Agreement, the provisions of the body of this Agreement shall prevail. References herein to a Schedule shall mean a reference to a Schedule to this Agreement. References in any Schedule to this Agreement shall mean a reference to this Agreement. References in any Schedule to another Schedule shall mean a reference to a Schedule to this Agreement.

Section 1.4 Currency

In the absence of a specific designation of any currency, any undenominated dollar amount herein shall be deemed to refer to Canadian dollars.

Section 1.5 Number and Gender

Words importing the singular number include the plural and vice versa and words importing gender include all genders.

Section 1.6 Extended Meanings

In this Agreement, words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neutral genders; and references to any statute shall extend to and include orders-in-council or regulations passed under and pursuant thereto, of any amendment or re-enactment of such statute, orders-in-council or regulations, or any statute, order-in-council or regulations substantially in replacement thereof.

Section 1.7 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including the LOI and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof, except as specifically set forth herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

Section 1.8 Headings

The division of this Agreement into Articles and Sections, the provision of a table of contents hereto and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement to Articles and Sections refer to Articles and Sections of and to this Agreement in which such reference is made.

Section 1.9 Statutory References

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

Section 1.10 Successors and Assigns

All of the terms and provisions in this Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns.

Section 1.11 Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

Section 1.12 Knowledge

In this Agreement, references to "the knowledge" or similar expressions when referring to either BDC, Andina, Auberon or Romelio means the actual knowledge of the directors and executive officers of either BDC, Andina, Auberon or Romelio, as the case may be, and, when referring to an individual, the actual knowledge of such individual, and in either case, the actual knowledge that any such person should have acquired upon reasonable inquiry.

Section 1.13 Accounting Principles

Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be IFRS from time to time approved by the Canadian Institute of Chartered Accountants, or any successor thereto, applicable as at the date on which a calculation is made or required to be made in accordance with generally accepted accounting principles

ARTICLE 2 PURCHASE AND SALE OF ANDINA UNITS

Section 2.1 Purchase of the Andina Units

Subject to the terms and conditions hereof, the Vendors covenant and agree to sell, assign and transfer to BDC at the Closing Date, and BDC hereby covenants and agrees to purchase from the Vendors on the Closing Date, all of the Andina Units, which shall be free and clear of all Encumbrances of any kind whatsoever, and in full consideration and payment therefor BDC will pay to the Vendors the Purchase Price in accordance with Section 2.3 of this Agreement.

Section 2.2 Purchase Price

The aggregate purchase price (the "Purchase Price") to be paid by BDC to the Vendors for the Andina Units shall be Five Hundred Thousand Dollars (USD $500,000) in United Stated dollars and 50,000,000 BDC Shares on the basis of Five Hundred Thousand (500,000) BDC Shares for each Andina Unit held.

For greater certainty, the Parties acknowledge BDC has paid a non-refundable deposit to Romelio in the aggregate amount of Two Hundred Fifty Thousand (USD $250,000) in United Stated dollars (the "Deposit").

Section 2.3 Payment of the Purchase Price

At Closing, BDC shall pay the Purchase Price, less the Deposit, to the Vendors on the basis of the allocations set forth in Schedule "A".

Section 2.4 Limited Liability

BDC does not agree to accept or assume, and shall not by this Agreement be deemed to have accepted or assumed, any obligation or responsibility for the payment of any debt, obligation, liability, claim or demand absolute or contingent, of whatsoever nature of or against the Vendors, except for payment of the Purchase Price and except as otherwise specifically set forth above and herein.

Section 2.5 Purchase of Entire Interest

It is the understanding of the Parties that this Agreement shall provide for the purchase of all of the Andina Units that are owned or controlled, directly or indirectly, by the Vendors at the Closing Date, whether same are owned as at the date hereof or are issued after the date hereof but prior to Closing.

Section 2.6 Closing

Each Party hereby agrees, unless such steps have already been completed, that, as soon as reasonably commercially practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.6, and, to the extent required, subject to the terms and conditions of this Agreement, and, to the extent required, receipt of all shareholder and partner approvals and Regulatory Approvals, it shall take the following steps indicated for it

(a) The Closing shall take place at the Calgary office of BDC's legal counsel, Burstall LLP, on the Closing Date.

(c) Subject to the terms and conditions hereof, as soon as practicable after the Closing Date and in accordance with normal commercial practice, BDC shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of BDC Shares set out opposite their name in the attached Schedule "A" and delivered to the escrow agent required pursuant to Section 2.6(d).
(d) Each of the Vendors hereby agrees that Andina shall have the authority to act on their behalf at Closing and to deliver, on behalf of the Vendors, any notice, direction, consent, waiver, extension or other communication and BDC shall be entitled to and shall act on any such notice, direction, consent, wavier, extension or other communication. Without restricting the generality of the foregoing, the Vendors acknowledge that the TSXV, in addition to any restrictions on transfer imposed by applicable securities Laws, will require all of the BDC Shares to be held in escrow under the TSX Escrow Agreement and pursuant to the policies of the TSXV, which escrow by the Vendors shall be a condition to Closing and each Party, as applicable, agrees to comply and use its reasonable efforts to cause its shareholders to comply with all such escrow requirements of the TSXV including the execution and delivery of the TSXV Escrow Agreement.
(e) the Parties hereby acknowledge and agree that concurrently with the completion of the Qualifying Transaction, the following individuals will be appointed directors of BDC as follows and provided that such directors of BDC, with the exception of the Andina Director Appointee, may be changed at BDC's option, subject to Regulatory Approvals:

Directors:

Al. J. Kroontje;

V. E. Dale Burstall;

Terence Walker; and

An additional director to be nominated by BDC

(f) The Parties shall cooperate in the preparation of all applications for all approvals and the preparation of any other documents and taking of all actions reasonably deemed by the Parties, as the case may be, to be necessary to discharge their respective obligations under applicable Laws in connection with the Qualifying Transaction and all other matters contemplated in the Filing Statement and this Agreement. In furtherance of the foregoing:
- (i) Each of the Parties shall furnish to the other all such information concerning it and its securityholders, as may be required to effect the Qualifying Transaction and the actions described in this Section 2.6. Each of the Parties covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Qualifying Transaction will, to the best of its knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used; and
(ii) each of the Parties shall promptly notify the other if at any time before the Closing Date it becomes aware that the Filing Statement contains a misrepresentation, or otherwise requires an amendment or supplement to the Filing Statement. In any such event, the Parties shall cooperate in the preparation of a supplement or amendment to the Filing Statement, as required and as the case may be, and, if required, shall cause the same to be distributed to the BDC Shareholders, the Vendors and/or filed with the Securities Authorities.
(g) Additional Deliveries by BDC at Closing**.** In addition to all other documents required hereunder to be delivered by BDC to complete the Qualifying Transaction, BDC shall deliver to the Vendors at Closing:
- (i) a certificate of status of BDC;
- (ii) a certified copy of the resolutions passed by the board of directors of BDC approving this Agreement as well as the consummation of the transactions contemplated hereby and the Filing Statement;
- (iii) the certificates referred to in Section 7.3(a);
- (iv) evidence that BDC is a reporting issuer in the Reporting Jurisdictions and is not in default of any of the provisions therein;
- (v) certificates in the respective names of the holders of BDC Shares representing the BDC Shares issuable pursuant to the Qualifying Transaction (such certificates to be registered and prepared in accordance with a written direction to be provided by each Vendor prior to Closing) and delivered in accordance with the TSX Escrow Agreement and pursuant to the policies of the TSXV;
- (vi) a certified copy of the Governing Documents of BDC;
- (vii) conditional approval of the TSXV of the Qualifying Transaction;
- (viii) fully executed copies of each Revised BDC Insiders Escrow Agreement; and
- (ix) such other documents as are customary for transactions of the nature and magnitude of the Qualifying Transaction.
(h) Additional Deliveries by the Vendors at Closing. In addition to all other documents required hereunder to be delivered to BDC to complete the Qualifying Transaction, the Vendors and Andina, as the case may be, shall deliver to BDC at Closing:
- (i) a certificate of status or its equivalent of each of Andina and the Vendors, respectively, under the laws of the jurisdiction governing their respective existences;
- (ii) a certified copy of the Governing Documents of Andina and the Vendors, respectively, and of the resolutions of the board of directors and (if required by applicable Law), shareholders of the Vendors, respectively, authorizing the execution, delivery and performance of this Agreement, the Qualifying Transaction and of all contracts, agreements, instruments, certificates and other documents or transactions contemplated by this Agreement, the Filing Statement or otherwise required to be delivered by such Party;
- (iii) the certificates referred to in Section 7.2(a);
(v) the Title Opinion;
(vi) the Counsel Opinion;
(vii) If required by the TSXV or applicable securities Law, Personal Information Forms each director, officer, Promoter and other Insider of each Vendor (as such terms are defined in the Securities Act); and
(viii) such other documents as are customary for transactions of the nature and magnitude of the Qualifying Transaction;
(i) the Parties shall take any other actions and do any other things, including the execution of any other agreements, documents or instruments, that are necessary or useful to give effect to the Qualifying Transaction, provided that nothing in this Agreement shall prevent or limit the ability of the directors of each Party to fulfill their fiduciary or statutory duties.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Section 3.1 Representations and Warranties Relating to the Vendors

The Vendors, jointly and severally, represents and warrants to and in favour of BDC and acknowledge that BDC is relying upon such representations and warranties in connection with the matters contemplated by this Agreement and the consummation of the Qualifying Transaction:

(a) Organization. The Vendors are corporations duly incorporated and organized and valid and existing under the laws of the jurisdiction governing their respective corporate existence and are each current and up to date with all filings required to be made by it in such jurisdiction.
(b) Corporate Power and Authority. Each Vendor has all necessary power, authority and capacity to enter into this Agreement and perform its obligations hereunder, own the Andina Units owned by it and carry on its business as presently conducted.
(c) No Conflicting Interests. The authorization, execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not in any material respect:
- (i) violate, be in conflict with, result in a breach of, constitute a default, or cause the acceleration of any obligation of either Vendor, under:
  - (A) any agreement, instrument, licence, permit or authority to which each Vendor is, or is entitled to be, a party or to which any or all of its Andina Units are subject;
  - (B) any judgment, decree, order, statute, rule or regulation applicable to such Vendor;
  - (C) any provision of the Governing Documents, including without limitation its articles, by-laws, indentures, or resolutions of the board of directors, as applicable (or any committee thereof), or shareholders of either Vendor; or
(D) any provision of law or regulation of any Government Authority or any judicial or administrative order, award, judgment or decree applicable to either Vendor;
(ii) result in the creation of any Encumbrance upon any or all of the Andina Units under any agreement; or
(iii) give to any Person any material interest or rights that have not been waived prior to the date hereof, including preferential rights of purchase of any part of the Andina Units or any property of any of the Vendors, or any right of termination, cancellation or acceleration under any such agreement, instrument, license, permit or authority.
(d) Binding and Enforceable Agreement. This Agreement has been duly authorized, executed and delivered by the Vendors and constitutes a legal, valid and binding obligation of each Vendor enforceable in accordance with its terms.
(e) Binding Effect of Other Agreements. On the Closing Date, each agreement or document contemplated to be executed and delivered hereunder by the Vendors, and each of them, on or before the Closing Date will have been duly executed and delivered and shall constitute a legal, valid and binding obligation of such Vendor enforceable in accordance with its terms, except that the enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally, by equitable remedies and by rights of indemnity, contribution and waiver of contribution.
(f) No Actions. There are no actions, suits, investigations or proceedings pending or threatened against or affecting either Vendor, at law or in equity, or before any arbitrator of any kind, or before or by any Government Authority, domestic or foreign, and Vendors, and each of them, are not aware of any existing ground on which any such action or proceeding might be commenced with any reasonable likelihood of success.
(g) Regulatory Approvals. No permits, licenses, certifications, approvals, consents, orders-in-council, legislation or other action of any Government Authority are required for the execution, delivery or performance by either Vendor of this Agreement or the transactions contemplated herein, or for the execution, delivery or performance by such Vendor of any other agreement contemplated hereunder to be delivered by such Vendor on or before the Closing Date or the transactions contemplated therein.
(h) Intermediary Fees. No commission or other remuneration is payable or will be payable to any broker, agent or other intermediary who has acted for the Vendors, or either of them, in connection with the sale of the Andina Units and the transactions herein contemplated for which BDC shall have any obligation or liability.
(i) No Agreements. No Person has any agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment (including any such right or privilege under convertible securities, warrants or convertible obligations of any nature) for the assignment, purchase or other transfer from either Vendor of any of the Andina Units.
(j) Finders' Fee. There is no Person acting or purporting to act at the request of the Vendors, or each of them, who is entitled to any brokerage or finder's fee in connection with the transactions contemplated herein.
(k) No Further Information. Neither Vendor has any information or knowledge of any facts relating to Andina, the Mineral Claims or the Andina Units not disclosed in writing to BDC

which might reasonably be expected to deter BDC, acting reasonably, from completing the transaction of purchase and sale herein contemplated.

(l) Title to Units. Each Vendor is the registered and beneficial owner of that number of Andina Units set forth in Schedule "A" attached hereto, with good and marketable title thereto, free and clear of all Encumbrances, and has the exclusive right to dispose of its Andina Units as provided in this Agreement.
(m) Transfer Restrictions. None of the Andina Units is subject to: (i) any contract or restriction which in any way limits or restricts the transfer to BDC of its Andina Units; or (ii) any voting trust, pooling agreement, partnership agreement, voting agreement or other contract, arrangement or understanding with respect to the voting of its Andina Units (or any of them). On completion of the Qualifying Transaction, it will have transferred good title to its Andina Units to BDC free and clear of all Encumbrances and it will have no ownership interest in Andina, whether direct or indirect, actual or contingent (other than through ownership of securities of BDC and as expressly permitted hereto).
(n) BDC Shares. The Vendors:
- (i) are knowledgeable of, or has received independent legal as to the applicable securities Laws of the regulatory authorities in the jurisdiction(s) in which the Vendors are resident which would apply to the acquisition and issuance of the BDC Shares, and are satisfied with the results thereof;
- (ii) are acquiring the BDC Shares pursuant to exemptions from the prospectus and registration requirements under the applicable securities Laws of the Government Authority of such jurisdictions governing their respective corporate existences or, if such is not applicable, each Vendor is permitted to acquire the BDC Shares under the applicable securities Laws of the Government Authority of such jurisdictions governing its corporate existence without the need to rely on any exemption and such purchase does not contravene any applicable Laws in such jurisdictions;
- (iii) the applicable securities Laws in the jurisdictions governing the Vendors' respective corporate existences do not require BDC to make any filings or seek any approvals of any nature whatsoever from any Government Authority of such jurisdictions governing the Vendors' respective corporate existences in connection with the issue and sale or resale of the BDC Shares;
- (iv) the acquisition of the BDC Shares by each Vendor does not trigger:
  - (A) any obligation to prepare and file a prospectus, offering memorandum or similar document, or any other report with respect to such acquisition in the jurisdictions in which the Vendors, respectively, are resident; or;
  - (B) any continuous disclosure reporting obligation of BDC in the jurisdictions governing either Vendor's corporate existence;
- (v) agree that neither Vendor will sell, transfer or dispose of the BDC Shares except in accordance with all applicable Laws, including applicable securities Laws of Canada and jurisdictions governing each Vendor's corporate existence, respectively; and
(o) Qualifying Transaction Approval. On or before the Closing Date, the Vendors, Andina and each of their respective securityholders and board of directors will have taken all necessary

actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement.

(p) Furnished Information. None of the information furnished to BDC, its representatives and counsel relating to either Vendor, including, without limitation, all financial information, contains any misrepresentation.

Section 3.2 Representations and Warranties Relating to Andina

The Vendors, jointly and severally, represent and warrant to and in favour of BDC and acknowledges that BDC is relying upon such representations and warranties in connection with the matters contemplated by this Agreement and the consummation of the Qualifying Transaction:

(a) Organization. Andina is a partnership duly organized and validly subsisting under the laws of Chile and is up to date in the filing of all returns under the laws of that jurisdiction.
(b) Subsidiaries. Andina does not have any Subsidiaries.
(c) Power and Authority. Andina has all necessary power, authority and capacity to enter into this Agreement, to undertake all steps of the Qualifying Transaction contemplated by this Agreement and perform its obligations hereunder. Andina has all necessary power, authority and capacity to carry on its business as presently conducted and is validly registered wherever necessary under the laws of Chile and any other jurisdiction where it carries on business or owns or leases any property or assets.
(d) Reporting Status. Andina is not a "reporting issuer" nor an associate of any reporting issuer (as such term is defined in the Securities Act) and the Andina Units do not trade on any exchange.
(e) Binding and Enforceable Agreement. This Agreement has been duly authorized, executed and delivered by Andina and constitutes a legal, valid and binding obligation of Andina enforceable in accordance with its terms, except that the enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally, by equitable remedies and by rights of indemnity, contribution and waiver of contribution.
(f) Binding Effect of Other Agreements. On the Closing Date, each agreement or document contemplated to be executed and delivered hereunder by Andina on or before the Closing Date will have been duly executed and delivered by Andina and shall constitute a legal, valid and binding obligation of Andina enforceable in accordance with its terms, except that the enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally, by equitable remedies and by rights of indemnity, contribution and waiver of contribution.
(g) No Conflicting Interests. The execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not in any material respect:
- (i) require any Regulatory Approval;
- (ii) violate, be in conflict with, result in a breach of, constitute a default, or cause the acceleration of any obligation of Andina, under:
  - (A) any agreement, instrument, licence, permit or authority to which Andina is, or is entitled to be, a party or to which any or all of its property and the Andina Units are subject,
(B) any provision of the Governing Documents,
(C) any judgment, decree, order, statute, rule or regulation applicable to Andina, or
(D) any provision of law or regulation of any Government Authority or any judicial or administrative order, award, judgment or decree applicable to Andina;
(iii) result in the creation of any Encumbrance upon any property or asset of Andina, including without limitation the Mineral Claims, or the Andina Units, under any agreement or instrument; or
(iv) give to any Person any material interest or rights, including preferential rights of purchase of any part of any property or asset of Andina, including without limitation the Mineral Claims, or the Andina Units, or any right of termination, cancellation or acceleration under any agreement, instrument, license, permit or authority.
(h) Capitalization and Contributions. The authorized capital of Andina consists of 100 units, of which there are 100 Andina Units issued and outstanding. There are no options, warrants or other rights, plans or agreements or commitments of any nature whatsoever requiring the issuance, sale or transfer by Andina of any securities of Andina (including Andina Units) or any securities convertible into, or exchangeable or exercisable for, otherwise evidencing a right to acquire, any securities of Andina (including Andina Units). All outstanding Andina Units have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Other than the Andina Units, there are no securities of Andina which are outstanding which have the right to vote generally with the unitholder of Andina on any matter.
(i) Unitholders of Andina. The Vendors are the sole legal, beneficial and registered owners of all of the Andina Units as set out in Schedule "A" hereto, free and clear of all Encumbrances and, without limiting the generality of the foregoing, none of the Andina Units are subject to any voting trust, unitholder agreement or voting agreement.
(j) Ownership by BDC. Upon completion of the transactions contemplated by this Agreement, all of the Andina Units will be owned by BDC as the owner of record, free and clear of any and all Encumbrances, except as may arise by or through BDC.
(k) Regulatory Approvals. No permits, licenses, certifications, approvals, consents, orders-in-council, legislation or other action of any Government Authority are required for the execution, delivery or performance by Andina of this Agreement or the transactions contemplated herein, or for the execution, delivery or performance by Andina of any other agreement contemplated hereunder to be delivered by Andina on or before the Closing Date or the transactions contemplated therein.
(l) Partnerships or Joint Ventures. Andina is not a partner or participant in any partnership, joint venture, profit-sharing arrangement or other association of any kind, including as a beneficiary or trustee in any trust arrangement, and is not party to any agreement under which Andina agrees to carry on any part of its business or any other activity in such manner or by which Andina agrees to share any revenue or profit with any other person.
(m) Books and Records. The books, records and accounts completely and correctly set out and disclose in all material respects the financial position of Andina, undertakings, liabilities (including contingent liabilities), assets and unitholders' equity accounts as applicable and

available, and all financial transactions of Andina have been accurately recorded in such books, records and accounts.

(n) Minute Book. The records and minute books of Andina contains complete and accurate minutes of all meetings and resolutions of the unitholders of Andina and the unit certificate books, register of unitholders, register of transfers and all other registers of Andina is complete and accurate in all material respects.
(o) Information. All data and information provided by Andina at the request of BDC, its agents and representatives, including the Agents in connection with the BDC Private Placement, as applicable, and the Qualifying Transaction was and is complete and true and correct in all material respects.
(p) Conduct of Business. Adina has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operations.
(q) Outstanding Obligations and Liabilities of Andina. Andina has not and is not subject to any liabilities or indebtedness (absolute, contingent, accrued or otherwise) of any kind whatsoever, whether or not of the nature normally required to be disclosed for financial statement purposes under IFRS, except for legal fees and other reasonable expenses incurred in connection with the transactions contemplated herein and as set forth in Schedule "D" hereto.
(r) Litigation and Related Matters. There are no actions, suits, investigations or proceedings pending or threatened against or affecting Andina, at law or in equity, or before any arbitrator of any kind, or before or by any Government Authority, domestic or foreign, and Andina is not aware of any existing ground on which any such action or proceeding might be commenced with any reasonable likelihood of success or that relate to or could reasonably be expect to have a material adverse effect on Andina or the Mineral Claims. Andina is not subject to any outstanding orders, writs, injunctions, decrees, judgments, awards, determinations, work orders or directions of any court, arbitrator or Government Authority.
(s) Agreements. other than pursuant to the Material Contracts and expenses incurred and to be incurred in connection with the transactions contemplated hereby, there are no material liabilities of Andina, whether direct, indirect, absolute, contingent or otherwise.
(t) Filing Statement. all information that has been prepared by Andina relating to Andina and its business, property and liabilities, disclosed or provided to BDC or to be included in the Filing Statement, including all financial or operational information, was or will be true and correct in all material respects as at the date of such information, and no fact or facts have been or will be omitted therefrom which would make such information materially misleading other than future-oriented information which was subject to assumptions which were set out therein and which, in the opinion of Andina, were reasonable under the circumstances.
(u) Capital Expenditures. Andina is not committed to make any material capital expenditures nor have any material capital expenditures been authorized by Andina, including without limitation any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any Persons, except for the capital expenditures set out in Schedule "E" hereto.
(v) Distributions to Unitholders and Other Persons. Since the date of its formation, Andina has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution or return of capital on any of its partnership interests or units of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its units or other securities or agreed to do any of the foregoing.
(w) No Employee Commitments. All written agreements with respect to employees, consultants and executives of Andina have been provided to BDC and there are no outstanding amounts payable to employees other than in the ordinary course of business. Andina has no employees or consultants, other than as listed in Schedule "F" hereto.
(x) Finders' Fee. there is no Person acting or purporting to act at the request of Andina, who is entitled to any brokerage or finder's fee in connection with the transactions contemplated herein.
(y) Bank Accounts. Schedule "G" hereto contains a true and complete list showing the name of each bank, trust company or similar institution in which Andina has accounts or safe deposit boxes and the names of all persons authorized to draw thereon or to have access thereto.
(z) Authorized Representative. Terence Walker is the only representative of Andina authorized to act on its behalf;
(aa) Powers of Attorney. Andina has not granted to any Person a general or special power of attorney for Andina.
(bb) Debt Instruments. Andina is not party to any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money ("Debt Instrument") or any agreement, contract or commitment to create, assume or issue any Debt Instrument.
(cc) Qualifying Transaction Approval. On or before the Closing Date, Andina and the Vendors will have taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement.
(dd) Mineral Claim. Andina is the 100% legal and beneficial owner of the Mineral Claims, free and clear of all Encumbrances, leases, agreements, and adverse claims of any nature and quality whatsoever and has good and marketable title to the Mineral Claims.
(ee) Good Standing. The Mineral Claims have been duly and validly granted under the applicable Laws of Chile to Andina and are in good standing under the Laws of Chile.
(ff) Payments Current. All exploration permits, leases, licenses and mining claim payments, rentals, taxes (including realty and mining taxes), rates, assessments, renewal fees and other fees to a Government Authority in respect of the Mineral Claims, or any part thereof, have been paid in full and will be paid in the full as of the Closing Date.
(gg) Third Party Rights. Andina has not granted, nor will as of the Closing Date grant, to a third party any security interest in, and no Person, other than Andina and has a right to own, any assets thereof and there are no agreements or commitments by Andina to purchase property or assets, other than in the ordinary course of business, including without limitation the Mineral Claims.
(hh) Mineral Rights. Andina has conducted, and will as of the Closing Date conduct, all of its activities on the Mineral Claims in material compliance with applicable Laws and in accordance with industry standards and in a good workmanlike manner being in good standing and having been duly and validly recorded as at the Effective Date. Without restricting the generality of the foregoing, no Person, has any agreement, option or right to purchase or acquire, or capable of becoming an agreement for the purchase or acquisition of, the Mineral Claims.
(ii) Non-Arm's Length Transactions. No partner, agent or employee of Andina and no director, officer, shareholder or employee of such partner or other entity that is an Affiliate of one or more of such Persons has any cause of action or other claim whatsoever against Andina in connection with the business it presently conducts. Andina does not have any loan or other indebtedness outstanding which has been made to any of its partners, agents or employees, or shareholders, directors, officers or employees of such partners, past or present, or any Person not dealing at "arm's length" (within the meaning of such term for purposes of the Income Tax Act (Canada)) with Andina.
(jj) Compliance with Covenants. Andina has, or has caused to be, complied with, performed, observed and satisfied all material covenants, terms, conditions, obligations and liabilities required to be performed, observed, and satisfied by it, whether express or implied, which have arisen under the provisions of any contracts, agreements, indentures or other instruments to which Andina has been a party, or otherwise bound and all such contracts, agreements, indentures and other instruments are valid and enforceable, each in accordance with its respective terms, and no party to any of them is, to the best of the knowledge of Andina, in default thereunder or in breach thereof or would, with the giving of notice or the lapse of time or both be in breach or default in any material respect.
(kk) No Defaults. Andina is not in material breach or default, has not received any notice of default or violation, and is not aware of any potential or threatened notice of alleged default or violation, of the provisions of any Material Contract or any other contracts, agreements, indentures or instruments to which Andina is a party or by which it is bound.
(ll) Compliance with Laws. All laws, regulations, and orders of any Government Authority having jurisdiction over Andina or its properties are being, and have been, complied with in all material respects by Andina, as applicable.
(mm) BDC Shares. Andina does not own, nor, does any partner, nor director, officer or shareholder thereof, own, directly or indirectly, or exercise control or direction over, any BDC Shares.
(nn) Material Contracts. Schedule "C" sets forth a complete and accurate list and description of all material contracts (the "Material Contracts") to which Andina is a party or by which it is bound, and:
- (i) each of the Material Contracts have been duly executed and delivered and are binding on all parties thereto;
- (ii) each of the Material Contracts are in full force and effect;
- (iii) none of the Material Contracts have been amended, assigned, surrendered or in any way materially modified and there are no rights in any other Person to the Material Contracts (other than the parties thereto) to enjoy the benefits thereof and all amounts which are due and payable under the Material Contracts have been paid in full, except as noted in Schedule "C";
- (iv) neither Andina nor any Person that is a party to or that has assumed any obligations under any of the Material Contracts, is in default under, or in breach of, any of the Material Contracts and each of Andina and Vendor, has not received any notice of default or termination under any of the Material Contracts and there exists no state of facts known to the Vendor which after notice or lapse of time or both would constitute such a default or breach; and
- (v) the completion of the transactions contemplated by this Agreement will not constitute or give rise to a default under or breach of or give rise to a state of facts which, after

notice or lapse of time or both, would constitute a default under or breach of any of the Material Contracts.

(oo) Consent under Material Contracts. No consents or approvals to the transactions contemplated hereunder are required under the Material Contracts or any other contract, agreement or other instrument to which Andina is a party or by which Andina is bound.
(pp) Operating Permits and Licenses. Andina owns or holds all material permits, licenses, consents, authorizations, approvals, privileges, waivers, exemptions, orders (inclusionary or exclusionary) or other concessions required in connection with the conduct of its business as presently conducted. All such permits and licenses are valid and enforceable, each in accordance with its respective terms, and no party to any of them is in default thereunder or in breach thereof or would, with the giving of notice or the lapse of time or both, be in breach or default.
(qq) Particulars of Schedules. All particulars set out in the Schedules as they relate to Andina are true, complete and accurate and not misleading in any material respect.
(rr) No Further Information. Andina does not have any information or knowledge of any facts relating to its business or the Andina Units not disclosed in writing to BDC which might reasonably be expected to deter a BDC, acting reasonably, from completing the transaction of purchase and sale herein contemplated.
(ss) Taxes. All taxes (including income tax, capital tax, sales tax, excise tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by Andina have been paid as required by applicable Laws, except for where the failure to pay such taxes would not constitute an adverse material fact of Andina, or result in a material adverse change to Andina. All Tax returns, declarations, withholdings, remittances and filings required to be made or filed by Andina have been made or filed with all appropriate Government Authority as and when required by applicable Laws and all such returns, declarations, withholdings, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading except where the failure to file such documents would not constitute an adverse material fact of Andina or result in a material adverse change to Andina. No examination of any Tax return of Andina by any Government Authority is currently in progress and there are no issues or disputes outstanding with any Government Authority respecting any Taxes that have been paid, or may be payable, by Andina. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Andina.

(tt) Environmental Law. Andina has:

(i) not received any orders or directives under applicable Law which relate to environmental matters and which require any material work, repairs, construction or capital expenditures with respect to the Mineral Claims, where such orders or directives have not been complied with in all material respects;
(ii) not received any demand or notice issued under applicable law with respect to a breach of any applicable environmental, health or safety Law to the Mineral Claims, including without limitation, any applicable Law respecting the use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding on the Closing Date;
(iii) not received any demand, notice or claim from any Person relating to any contamination, pollution or other damage to or material adverse impacts on the environment or damage caused by the presence, storage, transportation, release, spill or emission of any substance relating to the Mineral Claims; or
(iv) carried out all operations on the Mineral Claims in compliance with all applicable Laws, including Environmental Laws. There have been no material spills, discharges, leaks, emissions, ejections, escapes, dumpings or other releases of any kind of any toxic or hazardous substances in, on or under the Mineral Claims or the environment surrounding it. There are no outstanding notices, orders, assessments, directives, rulings or other documents issued in respect of the Mineral Claims or any part thereof by any Government Authority pursuant to any environmental Laws. No reclamation, rehabilitation, restoration or abandonment obligations exist with respect to the Mineral Claims nor is there any basis for such obligations to arise in the future as a result of prior activity on the Mineral Claims.
(uu) Furnished Information. None of the information furnished to BDC, its representatives and counsel relating to Andina, including, without limitation, all financial information, contains any misrepresentation.

Section 3.3 Non-Waiver. No investigations made by or on behalf of BDC at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by any or all of the Vendors herein or pursuant hereto.

Section 3.4 Nature and Survival of Representations and Warranties. The covenants, agreements, representations, warranties and indemnities of the Vendors contained in this Agreement shall survive Closing of the purchase and sale herein provided for and, notwithstanding Closing or any documents delivered or investigations made in connection therewith, shall continue in full force and effect for the benefit of BDC for a period of two (2) year from the Closing Date.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BDC

Section 4.1 Representations and Warranties of BDC

BDC hereby represents and warrants to and in favour of the Vendors and acknowledges that the Vendors are relying upon such representations and warranties in connection with the matters contemplated by this Agreement and the consummation of the Transaction:

(a) Organization. BDC has been duly incorporated and is validly existing under the Laws of the Province of Alberta and is current and up to date with all filings required to be made by it in such jurisdiction with the exception of holding its annual meeting of shareholders.
(b) Subsidiaries. BDC has no Subsidiaries.
(c) Corporate Power and Authority. BDC has full corporate power, capacity and authority to undertake all steps of the Qualifying Transaction and to carry out its obligations under this Agreement.
(d) Binding and Enforceable Agreement. This Agreement has been duly executed and delivered by BDC and constitutes a legal, valid and binding obligation of BDC enforceable in accordance with its terms, except that the enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally, by equitable remedies and by rights of indemnity, contribution and waiver of contribution.
(e) Binding Effect of Other Agreements. On the Closing Date, each agreement or document contemplated to be executed and delivered hereunder by BDC on or before the Closing Date will have been duly executed and delivered by BDC and shall constitute a valid and binding obligation of BDC enforceable in accordance with its terms, except that the enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally, by equitable remedies and by rights of indemnity, contribution and waiver of contribution.
(f) No Conflicting Interests. Except to the extent that BDC must comply with the policies of the TSXV, the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not in any material respect violate, be in conflict with, result in a breach of, constitute a default, or cause the acceleration of any obligation of BDC, under:
- (i) any agreement, instrument, licence, permit or authority to which BDC is, or is entitled to be, a party or to which any or all of its property and the Andina Units are subject,
- (ii) any provision of the constating documents, articles, by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of BDC,
- (iii) any judgment, decree, order, statute, rule or regulation applicable to BDC, or
- (iv) any provision of law or regulation of any Government Authority or any judicial or administrative order, award, judgment or decree applicable to BDC.
(g) Capitalization. the authorized capital of BDC consists of an unlimited number of BDC Common Shares and an unlimited number of preferred shares, issuable in series, of which 12,000,000 BDC Common Shares and nil BDC Preferred Shares are outstanding at the date hereof.
(h) BDC Shares. All of the BDC Shares to be issued hereunder to the Vendors will be validly issued as fully paid and non-assessable shares in the capital of BDC.
(i) Voting Arrangements. to the knowledge of BDC, there are no shareholders' agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the shares of BDC, other than the CPC Escrow Agreement (as such term is defined in the Policy) between BDC, Computershare Trust Company of Canada, as escrow agent, and certain holders of BDC Shares.
(j) Regulatory Approvals. Other than the approval of the TSXV, no permits, licenses, certifications, approvals, consents, orders-in-council legislation or other action of any governmental or regulatory authority are required for the execution, delivery or performance by BDC of this Agreement or the transactions contemplated herein, or for the execution, delivery or performance by BDC of any other agreement contemplated hereunder to be delivered by BDC on or before the Closing Date or the transactions contemplated therein.
(k) Reporting Issuer. BDC is a reporting issuer, or the equivalent thereof, in the provinces of British Columbia, Alberta and Ontario (collectively, the "Reporting Jurisdictions") and is not in default of any requirement of the applicable securities Laws of each of the Reporting Jurisdictions and other regulatory instruments of the Securities Authorities.
(l) Trading. The issued and outstanding BDC Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in any securities of BDC is currently outstanding and no proceedings for such purpose are pending or, to the knowledge of BDC, threatened

(although the BDC Shares are currently halted in accordance with the Policy following the announcement of the Qualifying Transaction).

(m) CPC Status. BDC is a "CPC" (as such term is defined in the Policy) and the transactions contemplated hereby will constitute BDC's "Qualifying Transaction" (as such term is defined in the Policy) and BDC has to date complied with all of the requirements contained in the Policy;
(n) BDC Securities. BDC is not party to and has not granted any agreement, warrant, option or right or privilege capable of becoming an agreement for the purchase, subscription or issuance of any BDC Shares or securities convertible into or exchangeable for BDC Shares, other than BDC Stock Options, BDC Agent Options or completing the BDC Private Placement.
(o) BDC Issuance. The issued and outstanding BDC Shares have been duly authorized, validly allotted and issued as fully paid, non-assessable shares in the capital of BDC and in compliance in all material respects with applicable corporate and securities Laws. The BDC Shares to be issued in connection with the BDC Private Placement will be, at the Effective Time, duly authorized, validly allotted and issued as fully paid, non-assessable shares in the capital of BDC and in compliance with applicable corporate and securities Laws.
(p) Books and Records. The books and records of BDC completely and correctly set out and disclose in all material respects, in accordance with IFRS, the financial position of BDC and all undertakings, all liabilities, including contingent liabilities, assets and shareholders' equity accounts as applicable and available, and all financial transactions of BDC relating to its business have been accurately recorded in such books and records.

Name	Office
Al J. Kroontje	Chief Executive Officer and Director
G. Scott Paterson	Technology Advisor
Gordon McMillan	Director
John A. McMahon	Chief Financial Officer and Director
Steven J. Landry	Director
V.E. Dale Burstall	Corporate Secretary and Director

(q) Directors and Officers. the only officers and directors of BDC are as hereinafter set forth:

(r) Minute Books. The corporate records and minute books of BDC contain complete and accurate minutes of all meetings and resolutions of the directors (and any committees thereof) and shareholders of BDC, and the share certificate books, register of shareholders, register of transfers and register of directors of BDC are complete and accurate in all material respects.
(s) BDC's Financial Statements. As at the date of the Filing Statement and as at the Closing Date, BDC Financial Statements have been prepared in accordance with securities Laws and in accordance with IFRS and present fairly the assets, liabilities and the financial position of BDC as at the dates indicated and the results of operation of BDC for the periods indicated, and except as publicly disclosed no material adverse change in such financial position or such results of operations shall have occurred since the dates thereof.
(t) Auditor Disagreement. there has never been a "disagreement" (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the past or present auditors of BDC.
(u) Information. All data and information provided by BDC at the request of the Andina and its agents and representatives in connection with Transaction was and is complete and true and correct in all material respects.
(v) Litigation and Related Matters. There are no actions, suits, investigations or proceedings pending or threatened against or affecting BDC, at law or in equity, or before any arbitrator of any kind, or before or by any Government Authority, domestic or foreign, and BDC is not aware of any existing ground on which any such action or proceeding might be commenced with any reasonable likelihood of success. BDC is not subject to any outstanding orders, writs, injunctions, decrees, judgments, awards, determinations, work orders or directions of any court, arbitrator or Government Authority.
(w) Agreements. Except for BDC Material Contracts, BDC is not party to, or otherwise bound by, any agreement, written or oral, including with respect to any indebtedness, guarantee, indemnification, lease or joint venture.
(x) Distributions to Shareholders and Other Persons. Since the date of its incorporation, BDC has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing.
(y) Debt Instrument. BDC is not a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument.
(z) No Employee Commitments. Is not a party to any employment agreements with any officers or employees.
(aa) Finders' Fees. There is no Person acting or purporting to act at the request of BDC who is entitled to any brokerage or finder's fee in connection with the transactions contemplated herein.
(bb) No Defaults. BDC is not in material breach or default, has not received any notice of default or violation, and is not aware of any potential or threatened notice of alleged default or violation, of the provisions of any contracts, agreements, indentures or instruments to which BDC is a party or by which it is bound.
(cc) Compliance with Laws. All laws, regulations, and orders of any Government Authority having jurisdiction over BDC are being, and have been, complied with in all material respects by BDC.
(dd) Consent under BDC Material Contracts. No consents or approvals to the transactions contemplated hereunder are required under BDC Material Contracts or any other contract, agreement or other instrument to which BDC is a party or by which BDC is bound.
(ee) Particulars of Schedules. All particulars set out in the Schedules which relate to information provided by BDC are true, complete and accurate and not misleading in any material respect.
(ff) No Further Information. BDC does not have any information or knowledge of any facts relating to it not publicly disclosed or disclosed in writing to Andina which might reasonably be expected to deter a vendor, acting reasonably, from completing the transaction of purchase and sale herein contemplated.

(gg) Taxes. all Taxes due and payable by BDC have been paid as required by applicable Laws. All tax returns, declarations, withholdings, remittances and filings required to be made or filed by BDC have been made or filed with all appropriate Government Authority as and when required by applicable Law and all such returns, declarations, withholdings, remittances and filings, as applicable, are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not constitute an adverse material fact of BDC or result in a material adverse change to BDC. No examination of any Tax return of BDC by any Government Authority is currently in progress and there are no issues or disputes outstanding with any Government Authority respecting any Taxes that have been paid, or may be payable, by BDC. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to BDC and BDC is not liable for, nor do any circumstances exist that would render BDC liable for, Taxes of any other Person.

Section 4.2 Non-Waiver.

No investigations made by or on behalf of any or all of the Vendors at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by BDC herein or pursuant hereto.

Section 4.3 Nature and Survival of Representations and Warranties.

The covenants, agreements, representations, warranties and indemnities of BDC contained in this Agreement shall survive Closing of the purchase and sale herein provided for and, notwithstanding Closing or any documents delivered or investigations made in connection therewith, shall continue in full force and effect for the benefit of the Vendors for a period of two (2) year from the Closing Date.

ARTICLE 5 CONDUCT OF BUSINESS

Section 5.1 Conduct of Business by the Parties.

Except as required by Law or as otherwise expressly permitted or specifically contemplated by this Agreement, each of the Parties covenants and agrees that, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated in accordance with its terms, unless the other Parties shall otherwise consent in writing, such consent not to be unreasonably withheld:

(a) BDC, the Vendors, and each of them, shall, and the Vendors shall cause Andina to, conduct business in, and not take any action except in, the usual and ordinary course of business and consistent with past practice, and shall use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships;
(b) BDC, the Vendors, and each of them, shall not, and the Vendors shall not cause Andina to: (i) engage or commit to engage in any extraordinary material transactions; (ii) make or commit to make distributions, dividends or special bonuses; or (iii) enter into any contract in respect of its business or assets, other than in the ordinary course of business. Without limitation but subject to the foregoing, each of BDC and the Vendors shall, and the Vendors shall cause Andina to, maintain payables and other liabilities at levels consistent with past practice;
(c) BDC shall not take any action which would be reasonably expected to result in the delisting of the BDC Common Shares from, or a suspension of trading of the BDC Common Shares on, the TSXV and shall comply, in all material respects, with the rules and policies thereof;
(d) BDC shall not, and the Vendors shall not cause Andina to, directly or indirectly:
(i) amend its Governing Documents;
(ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares or units, as the case may be, owned by any Person;
(iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares or units, as the case may be, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, or units, as the case may be, except in connection with (i) any BDC options, warrants or other rights outstanding as of the date hereof, (ii) the BDC Private Placement, or (iii) the payment of fees payable to legal advisors in lieu of a cash payment;
(iv) redeem, purchase or otherwise acquire any of its outstanding shares or units, as the case may be, or other securities including, without limitation, under an issuer bid;
(v) split, combine or reclassify any of its shares or units, as the case may be;
(vi) reduce its stated capital;
(vii) enter into any agreement or commitment, contingent or otherwise, which may result in the issuance of securities of Andina;
(e) The Vendors shall cause Andina to use all reasonable efforts which would normally be expected of Andina in accordance with industry standards to cause the Mineral Claims to be maintained in a proper and prudent manner in accordance with generally accepted industry practices;
(f) From the Effective Date until the Closing Date, without the prior written consent of BDC, the Vendors shall not cause Andina to:
- (i) the surrender or abandon any of the Mineral Claims; or
- (ii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above;
(g) BDC shall not, and the Vendors shall not cause Andina to, directly or indirectly, do any of the following without prior consultation with and the consent of the other Party, other than in the ordinary course of business and consistent with past practice and this Agreement:
- (i) sell, pledge, dispose of or encumber any assets, including the Mineral Claims;
- (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof, or make any investment either by purchase of shares or securities, contributions of capital or property transfer;
- (iii) acquire any material assets;
- (iv) incur any indebtedness for borrowed money, other than pursuant to existing facilities, or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual or entity, or make any loans or advances, other than routine advances to their respective insiders, affiliates, associates (as such term is defined in the Securities Act to apply other than in respect of Part 14 of the Securities

Act) or employees and fees payable to legal and accounting advisors in the ordinary course and reasonable fees payable to legal, accounting, engineering and financial advisors in connection with the Qualifying Transaction and matters contemplated by this Agreement, including the BDC Private Placement;

(v) enter into any transaction or material agreement not in the ordinary course of business;
(vi) authorize, recommend or propose any release or relinquishment of any material contractual right;
(vii) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material license, lease, contract, production sharing agreement, government land concession or other material document;
(viii) enter into any agreements with an insider, affiliate or associate (as such term is defined in the Securities Act to apply other than in respect of Part 14 of the Securities Act); or
(ix) authorize or propose any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;
(h) BDC shall not, and the Vendors shall not cause Andina to, without prior consultation with and the consent of the other Parties, enter into new commitments of a capital expenditure nature or incur any new contingent liabilities other than: (i) ordinary course expenditures; (ii) expenditures required by applicable Laws; (iii) expenditures made in connection with the Qualifying Transaction contemplated by this Agreement; and (iv) capital expenditures required to prevent the occurrence of a material adverse change;
(i) for greater certainty, notwithstanding Section 5.1(g), BDC shall not, and the Vendors shall not cause Andina to, create any new obligations or liabilities to pay any amount to its directors, officers, employees, partners and consultants, as applicable, except as existing as of the date hereof (from which the applicable Party shall make appropriate withholdings as required by applicable tax Laws), grant to any partner, agent or employee of Andina or director, officer, shareholder or employee of such partner or any other insider, affiliate or associate thereof, as applicable, an increase in compensation in any form, grant any general salary increase other than in accordance with the requirements of any existing collective bargaining or union contracts, grant to any other employee any increase in compensation in any form other than routine increases in the ordinary course of business consistent with past practices, make any loan or advance, or take any action with respect to the grant of any severance or termination pay arising from the Qualifying Transaction or a change of control of any Party or the entering into of any employment agreement with, any Person, or with respect to any increase of benefits payable under its current severance or termination pay policies; and
(j) other than as contemplated by this Agreement, BDC shall not, and the Vendors shall not cause Andina to, adopt or amend or make any contribution to any bonus, profit sharing, option, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except as is necessary to comply with applicable Laws or with respect to existing provisions of any such plans, programs, arrangements or agreements without the consent of the other Parties.

ARTICLE 6 COVENANTS

Section 6.1 Covenants of Vendors with Respect to Andina. The Vendors, jointly and severally, covenant and agree with BDC that, until the earlier of the completion of the Qualifying Transaction on the

(a) Conduct of Business.
- (i) carry on its business in the ordinary course until the Closing;
- (ii) not take any action which is out of the ordinary course of its business without the prior express written consent of BDC;
- (iii) preserve and protect the rights of Andina under the Material Contracts;
- (iv) preserve and protect the rights of Andina under the Mineral Claims;
- (v) take all action within its control to ensure that the representations and warranties of Andina hereunder are true and correct at the time indicated for such representations and warranties;
- (vi) promptly advise BDC of any facts that come to their attention which would cause any of Andina's representations and warranties herein to be untrue in any material respect;
- (vii) promptly advise BDC in writing of any material adverse change in Andina or its business as presently conducted;
- (viii) not commit to nor make any capital expenditures or work programs outside of the ordinary course of business except with the express prior written consent of BDC;
- (ix) outside the ordinary course of conducting its business, not create, incur or assume any indebtedness or create any Encumbrance or guarantee or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person and shall ensure that there are no advances taken under any facility, except with the prior written consent of BDC;
- (x) not declare or pay any distributions on the Andina Units, issue, redeem or repurchase any units in the capital of Andina other than as contemplated herein or make payments or any other distributions of cash, assets or otherwise in respect of the securities of Andina;
- (xi) outside the ordinary course of conducting its business, not hire or terminate any employees, officers, directors or consultants without the prior express verbal or written consent of BDC;
- (xii) maintain the books, records and accounts of Andina in the ordinary course of its business as presently conducted and record all transactions on a basis consistent with IFRS;
- (xiii) not take any action to amend its Governing Documents; and
- (xiv) outside of the ordinary course of business not, directly or indirectly, without the prior written consent BDC terminate or enter into or amend any material contracts, permits, licenses, leases or other similar instruments.
(b) Regulatory Consents. Use its best efforts to obtain, at or prior to the Closing Date, from all appropriate federal, provincial, state, municipal or other Government Authority, the licenses,

permits, consents, approvals, certificates, registrations and authorizations required to effect the transactions contemplated herein, including, without limitation, the approval of the TSXV, as required. Andina will with reasonable diligence do all such things and provide all such information, documents and reasonable assurances as may be required to obtain the approval of applicable regulatory authorities, including the TSXV, to the transactions contemplated in this Agreement, and without limiting the generality of the foregoing, co-operate with BDC and BDC's legal counsel to obtain the Title Opinion and Counsel Opinion.

(c) Transfer of Units. On or before the Closing Date, take, all necessary steps and corporate proceedings to be taken in order to permit the Andina Units to be duly transferred to BDC, free and clear of all Encumbrances.
(d) Conditions of Closing. Use its commercially reasonable efforts to cause all of the conditions precedent for the benefit of the Vendors or BDC to be fulfilled on or before the Closing Date, and as soon as reasonably practicable.
(e) Other Proposals. Not accept, solicit, initiate or encourage proposals or offers from any other party relating to the acquisition or disposition of all or any part of Andina's issued or unissued shares, properties or other assets or furnish to any such entity or Person any information in connection therewith.

Section 6.2 Vendors Covenants. Each of the Vendors covenant and agree with BDC hereto that, until the earlier of the Closing Date or the day upon which this Agreement is terminated in accordance with Article 11 herein, it will:

(a) Representations and Warranties. Each Vendor shall:
- (i) take all action within their control to ensure that its representations and warranties hereunder are true and correct at the time indicated for such representations and warranties; and
- (ii) promptly advise BDC of any facts that come to their attention which would cause any of its representations and warranties herein to be untrue in any material respect;
(b) Regulatory Consents. Each Vendor shall with reasonable diligence do all such things and provide all such information, documents and reasonable assurances as may be required to obtain the approval of applicable regulatory authorities, including the TSXV, to the transactions contemplated in this Agreement;
(c) Transfer of Shares. On or before the Closing Date, each Vendor shall take, all necessary steps and corporate proceedings to be taken in order to permit the Andina Units to be duly transferred to BDC, free and clear of all Encumbrances.
(d) Conditions of Closing. Each Vendors shall use their commercially reasonable efforts to cause all of the conditions precedent for the benefit of the Vendors or BDC to be fulfilled on or before the Closing Date, and as soon as reasonably practicable.
(e) BDC Shares. Each Vendor acknowledges and agrees to be bound by and comply with all of the policies, rules and by-laws of the TSXV in regard to the BDC Shares and to comply with all applicable laws and securities Laws in respect of the trading of the BDC Shares, including without limitation, applicable resale restrictions and escrow rules.
(f) Other Proposals. Each Vendor will not accept, solicit, initiate or encourage proposals or offers from any other party relating to the acquisition or disposition of all or any part of Andina's

issued or unissued shares, properties or other assets or furnish to any such entity or Person any information in connection therewith.

Section 6.3 BDC Covenants. BDC covenants and agrees with each of the other Parties hereto that, until the earlier of the completion of the Qualifying Transaction on the Closing Date or the day upon which this Agreement is terminated in accordance with Article 11 herein unless another date is otherwise specified, it will.

(a) Conduct of Business. BDC shall:
- (i) carry on its business in the ordinary course until the Closing;
- (ii) not take any action which is out of the ordinary course of its business without the prior express written consent of the other Parties;
- (iii) take all action within its control to ensure that the representations and warranties of BDC hereunder are true and current at the time indicated for such representations and warranties;
- (iv) promptly advise the other Parties of any facts that come to its attention which would cause any of BDC's representations and warranties herein to be untrue in any material respect;
- (v) promptly advise the other Parties in writing of any material adverse change in BDC;
- (vi) not create, incur or assume any indebtedness or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person and shall ensure that there are no advances taken under any facility, except with the prior written consent of the other Parties;
- (vii) not declare or pay any dividends on the BDC Shares, issue, redeem or repurchase any shares in the capital of BDC other than as contemplated herein or make payments or any other distributions of cash, assets or otherwise in respect of the securities of BDC and other than pursuant to the exercise of the other than the BDC Stock Options and the BDC Agent Options;
- (viii) maintain the books, records and accounts of BDC in the ordinary course of business and record all transactions on a basis consistent with IFRS;
- (ix) not hire or terminate any employees, officers, directors or consultants without the prior express verbal or written consent of the other Parties except as otherwise in accordance with Section 2.6(e);
- (x) not take any action to amend its Governing Documents; and
- (xi) not, directly or indirectly, without the prior written consent of the other Parties terminate or enter into or amend any material contracts, permits, licenses, leases or other similar instruments.
(b) Regulatory Consents. BDC shall use its best efforts to obtain at or prior to the Closing Date, from all appropriate federal, provincial, state, municipal or other Government Authority, the licenses, permits, consents, approvals, certificates, registrations and authorizations required to effect the transactions contemplated herein, including, without limitation, the approval of the TSXV, as required. BDC will with reasonable diligence do all such things and provide all such information, documents and reasonable assurances as may be required to obtain the approval of

applicable regulatory authorities, including the TSXV, to the transactions contemplated in this Agreement.

(c) Condition of Closing. BDC shall use its commercially reasonable efforts to cause each of the conditions precedent for the benefit of the Vendors and BDC to be fulfilled on or before the Closing Date or as soon as reasonably practicable.
(d) Board Reconstitution. Cause BDC's board of directors to be reconstituted on Closing, to a board of four (4) members consisting of such individuals as set forth at Section 2.6(e) hereof, provided the TSX does not object to such nominations and such persons are eligible to act as directors pursuant to the requirements of:
- (i) the Act;
- (ii) the TSXV's policies; and
- (iii) applicable securities Laws

Section 6.4 Party Covenants. Each of the Parties hereby covenants and agrees, until the earlier of the completion of the Qualifying Transaction on the Closing Date or the day upon which this Agreement is terminated in accordance with Article 11 herein unless another date is otherwise specified, to, and in the case of the Vendors, will cause Andina to:

(a) Reasonable Access. Make available and afford to the other Parties and their respective legal counsel and auditors and authorized representatives, as the case may be, reasonable access during regular business hours to the property, assets, undertaking, agreements, financial statements, reports, accounting records and records pertaining to BDC and Andina and such Party shall cause its officers and accountants to furnish such additional financial and operating data and other information as the other party shall from time to time reasonably request for such purpose; provided that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operations of the Party;
(b) Satisfaction. Use its commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete the Qualifying Transaction in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, in the event that any Person, including without limitation, any Government Authority, seeks to prevent, delay or hinder implementation of all or any portion of the Qualifying Transaction or seeks to invalidate all or any portion of this Agreement, each of the parties shall use its commercially reasonable efforts (subject to applicable Law) to resist such proceedings and to lift or rescind any injunction or restraining order or other order or action seeking to stop or otherwise adversely affecting the ability of the parties to complete the Qualifying Transaction.
(c) Approvals. Use its commercially reasonable efforts to obtain, before the Closing Date, all authorizations, waivers, exemptions, consents, orders and other approvals from domestic or foreign courts, Government Authority, shareholders, partners and third parties as are necessary for the consummation of the transactions contemplated hereby.
(d) Cooperation. To co-operate with each of the other Parties hereto in good faith in order to ensure the timely completion of the Qualifying Transaction.
(e) Additional Agreements. Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each of the Parties hereto agrees to use all

commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable by July 31, 2020, the Qualifying Transaction as contemplated in this Agreement and to cooperate with each other in connection with the foregoing, including, as applicable, using commercially reasonable efforts:

(i) to obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts or agreements;
(ii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Qualifying Transaction;
(iii) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Qualifying Transaction; and
(iv) to effect all necessary registrations and other filings and submissions of information requested by Government Authority.
(f) Filing Statement. Use commercially reasonable efforts to finalize the Filing Statement, together with any other documents required by applicable securities and corporate Laws in connection with the Qualifying Transaction, and cause the Filing Statement to be filed as required by applicable Laws as soon as reasonably practicable following Regulatory Approval, provided that the Filing Statement and other documentation required in connection with the Qualifying Transaction.
(g) Other Filings. The Parties shall, as promptly as practicable hereafter, prepare and file all filings required under any securities Laws, the rules and policies of the TSXV or any other applicable Laws relating to the Qualifying Transaction.
(h) Disclosure. Make available to the other Parties prospectus level disclosure with respect to it as required to complete the Filing Statement and, after review of the Filing Statement, to certify as required to the other parties and the TSXV that the information disclosed in the Filing Statement with respect to it (and, to the extent required, its subsidiaries and shareholders) constitutes full, true and plain disclosure of all material facts relating to the securities of the Parties, as the case may be;
(i) Public Communication. Advise, consult and cooperate with each other prior to issuing, or permitting any of their directors, officers, employees or agents to issue, any news release or other written public or private statement to the press with respect to this Agreement and the Qualifying Transaction contemplated hereby from the date hereof until the Closing Date. Each such Party shall not issue any such news release or make any such written public or private statement prior to such consultation, except as may be required by applicable Law or by obligations pursuant to any listing agreement with a stock exchange and only after using its reasonable efforts to consult with the other Party taking into account the time constraints to which it is subject as a result of such Law or obligation.
(j) Confidentiality. Except as otherwise provided herein and otherwise agreed by the Parties, the Parties agree that the subject matter of this Agreement and the related negotiations shall be and remain confidential and shall not be disclosed to any Person, except (i) where required by law, regulatory authorities or the TSXV, (ii) for purposes relating to the BDC Private Placement and obtaining Regulatory Approvals, and (iii) disclosure to professional advisors with a need to know for the purposes contemplated in this agreement.
(k) Deliverables. Subject to the terms hereof, to deliver or cause to be delivered all closing deliveries required to be delivered by it pursuant to this Agreement.
(l) Notice of Material Change. From the date hereof until the termination of this Agreement, each Party shall promptly notify the other Party in writing of:
- (i) any material change (actual, anticipated, contemplated or, to the knowledge of such Party, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party, taken as whole;
- (ii) any change in the facts relating to any representation or warranty set out in Article 3 or Article 4 hereof, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or
- (iii) any material fact which arises, and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.
(m) Each Party shall in good faith discuss with the other any change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need be given to the other pursuant to this Section.
6.7 Standstill. During the period commencing on the date hereof and terminating upon the earlier of:
- (a) the Closing Date,
- (b) the date that this Agreement is terminated pursuant to Article 11; and
- (c) the date that any statute, rule, policy or regulation currently in existence or which shall have been proposed, enacted, promulgated or entered by any regulatory or administrative authority having jurisdiction, in the judgment of the Parties (acting reasonably), makes the transactions contemplated hereby illegal or unduly delays the closing of the Qualifying Transaction:

BDC and each Vendor, as the case may be, shall not, and in the case of the Vendors shall not cause Andina to, nor shall any of their respective Representatives, directly or indirectly, alone or jointly or in concert with any other Person (except as otherwise agreed to by the Parties):

(i) acquire or agree to acquire, or make any proposal or make any offer to acquire, in any manner, either directly or indirectly, any assets or securities of the other Parties thereof, including, without limitation, commencing any "take-over bid" (within the definition of such term in the Act or the Securities Act) for any securities of the other Parties (provided that the provisions hereof shall not be interpreted to prohibit the Parties or their Affiliates from continuing to conduct business with the other Parties in the ordinary course and consistent with past practice);
(ii) solicit proxies from, or otherwise attempt to influence the conduct of, holders of securities of the other Parties;
(iii) form, join or in any way participate as a "control person" as such term is defined in the Securities Act with respect to the equity of the other Parties; or
(iv) engage in any discussions or negotiations or enter into any agreement, commitment or understanding, or otherwise act jointly or in concert with any third party to propose or effect any business combination, equity or asset transaction of any nature or kind with

respect to the other Parties or its Affiliates, or to influence the conduct of the other Parties, its Affiliates or its directors.

ARTICLE 7 CONDITIONS

Section 7.1 Mutual Conditions Precedent.

The respective obligations of the Parties to complete the Qualifying Transaction contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of the following conditions precedent, each of which may be waived only by the mutual consent of the Parties.

(a) the Parties, and Andina as the case may be, shall have received all necessary Regulatory Approvals and such other court and third party consents, orders (both interim and final), approvals and authorizations as may be required in respect of the Qualifying Transaction including, but not limited to, receipt of all necessary approvals from the TSXV of the transactions contemplated hereby, all such consents and approvals to be on terms and conditions acceptable to the Parties, acting reasonably;
- (i) the BDC Private Placement shall have been completed in such form and amount as approved by BDC and the TSXV;
- (ii) the BDC Common Shares to be issued upon completion of the Qualifying Transaction and BDC Common Shares issuable upon the conversion of BDC Preferred Shares shall have been accepted for listing by the TSXV, subject to BDC fulfilling the TSXV's usual and ordinary listing requirements, and each of the Parties shall be satisfied, acting reasonably, that the conditions set forth in the TSXV conditional approval will be met as of or within a reasonable period of time after the Closing Date;
- (iii) TSXV Escrow Agreement shall have been entered into under the policies of the TSXV;
- (iv) Replacement BDC Insiders Escrow Agreements shall have been entered into;
- (v) no material adverse change shall have occurred or been threatened with respect to the business, property, prospects or financial and operational condition, or the assets of each Party or Andina, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Parties, between the date hereof and the Closing Date;
- (vi) this Agreement shall not have been terminated pursuant to Article 11; and
- (vii) no act, action, suit or proceeding shall have been threatened or taken before or by any domestic or foreign court, tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or private Person in Canada, Chile or elsewhere, and no law, regulation or policy shall have been proposed, enacted, promulgated or applied, the effect of which is to cease trade, enjoin, prohibit or impose material limitations or conditions on any of the Parties, or Andina, or which, if the Qualifying Transaction were completed, would be a material adverse change to BDC on a consolidated basis.
(b) If any of the above conditions shall not have been satisfied or waived by the Parties on or before Closing or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result,

directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

Section 7.2 BDC's Conditions. The obligation of BDC to complete the purchase and sale of the Andina Units contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, on or before the Closing Date, the conditions set forth below (which are hereby acknowledged to be inserted for the exclusive benefit of BDC and may be unilaterally waived by BDC in whole or in part).

(a) Truth and Accuracy of Representations. the representations and warranties of the Vendors, and each of them, respectively, set forth in this Agreement that are qualified by materiality or material adverse change qualifications shall be true and correct in all respects and all other representations and warranties of Andina and each Vendor, respectively, set forth in this Agreement shall be true and correct in all material respects except where any failure of such representations and warranties to be so true and correct would not, either individually or in the aggregate, have a material adverse change, in each case as of the Closing Date as if made on and as of such date except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such earlier date, and each Vendor, separately, and in the case of Andina, jointly, shall have delivered a certificate confirming same to BDC, executed by a senior officer thereof (without personal liability), addressed to BDC and dated the Closing Date.
(b) Capitalization. there will be no greater than 100 Andina Units in the aggregate issued and outstanding or reserved for issue. For greater certainty, Andina shall have no outstanding units or other securities or rights to acquire securities exercisable or exchangeable for, or convertible into, or other rights to acquire Andina Units, other than the Andina Units.
(c) Compliance with Agreement. All of the terms, covenants, agreements and conditions of this Agreement to be complied with or performed by the Vendors and Andina on or before the Closing Date shall have been complied with or performed.
(d) Approvals and Consents. All required approvals, consents, authorizations and waivers relating to the consummation of the transactions hereby contemplated shall have been obtained from all relevant Government Authority and the TSXV.
(e) Exemption from Prospectus and Registration Requirements. The transactions contemplated herein shall be completed as an "exempt take-over bid" under securities Laws.
(f) No Restrictions. No action or proceeding, judicial (at law or in equity) or extra-judicial shall be pending or threatened by any Person to enjoin, restrict or prohibit:
- (i) the purchase and sale contemplated hereby or BDC's subsequent ownership, use, or enjoyment of the Andina Units; or
- (ii) the right of Andina or BDC from and after the Closing Date to conduct and develop the business as presently conducted by Andina.
(g) Qualifying Transaction. The transaction contemplated herein shall constitute a Qualifying Transaction of BDC, as contemplated by the applicable securities Laws and the policies and rules of the TSXV.
(h) No material adverse change. Between the date hereof and the Closing Date, there shall not have occurred any material change, change of material fact or any development that could result in a material adverse change or adverse change of material fact in the business, financial results, properties, operations or affairs of Andina.
(i) Statutory Restrictions. There shall be no impediment, prohibition or restriction existing at the Closing Date to, and no offence would occur or result under any applicable statute or regulation to which the transactions contemplated hereby would be subject to by, the Closing of the transactions contemplated hereby.
(j) Escrow Agreements. Each of the Vendors, as required by the TSXV, shall have entered into an escrow agreement in respect of the BDC Shares issued to them pursuant to the terms hereof and comply with any other escrow requirements of the TSXV.
(k) Receipt of Closing Documentation. In addition to such deliverables as set forth at Section 2.6(h), BDC shall have received:
- (i) certificates representing the Andina Units, accompanied by transfer powers duly executed in blank or duly executed instruments of transfer, and all such other assurances, consents and other documents as BDC may reasonably request to effectively transfer to BDC title to the Andina Units free and clear of all Encumbrances;
- (ii) delivery of written resignations from those authorized representatives of Andina as BDC may specify, in each case with effect from the Closing Date, together with releases in favour of Andina and BDC of any and all liabilities and claims against BDC and Andina, in form and substance satisfactory to BDC;
- (iii) all closing deliverables of Andina and the Vendors described in this Agreement shall have been delivered; and
- (iv) such other certificates or documents as BDC may reasonably require.
(l) Title Opinion. the Title Opinion shall have been rendered in a form satisfactory to BDC, acting reasonably;
(m) Counsel Opinion. the Counsel Opinion shall have been rendered in a form satisfactory to BDC, acting reasonably;

Section 7.3 Conditions of Vendors. The obligation of the Vendors to complete the sale of the Andina Units contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, on or before the Closing Date, the conditions set forth below (which is hereby acknowledged to be inserted for the exclusive benefit of the Vendors and may be unilaterally waived by the Vendors in whole or in part).

(a) Truth and Accuracy of Representations. All of the representations and warranties of BDC set forth in this Agreement shall be true and correct on the Closing Date (except to the extent such representation and warranties speak as of an earlier date, the accuracy of which will be determined as of that specified date) with the same force and effect as though made on the Closing Date and BDC shall have delivered a certificate confirming same to the Vendors, executed by a senior officer thereof (without personal liability), addressed to Vendors and dated the Closing Date.
(b) Compliance with Agreement. All of the terms, covenants, agreements and conditions of this Agreement to be complied with or performed by BDC on or before the Closing Date shall have been complied with or performed.
(c) Approvals and Consents. All required approvals, consents, authorizations and waivers relating to the consummation of the transactions hereby contemplated shall have been obtained from all relevant Government Authority and the TSXV as are required to be obtained by BDC to permit the issue of the Andina Units, subject to normal post-closing filings with the TSXV.
(d) No material adverse change. Between the date hereof and the Closing Date, there shall not have occurred any material change, change of material fact or any development that could result in a material adverse change or adverse change of material fact in the business, financial results, properties, operations or affairs of BDC.
(e) Statutory Restrictions. There shall be no impediment, prohibition or restriction existing at the Closing Date to, and no offence would occur or result under any applicable statute or regulation to which the transactions contemplated hereby would be subject to by, the Closing of the transactions contemplated hereby.
(f) BDC Private Placement. The BDC Private Placement shall have been completed in such form and amount as approved by BDC and the TSXV.
(g) Receipt of Closing Documentation. In addition to such deliverables as set forth at Section 2.6(g), the Vendors shall have received:
- (i) evidence of the appointment of Andina Director Appointee as director of BDC contemporaneously with Closing, subject to Regulatory Approvals;
- (ii) all closing deliverables of BDC described in this Agreement shall have been delivered; and
- (iii) such other certificates or documents as the Vendors may reasonably require.

Section 7.4 Rights of BDC. If any of the conditions for the exclusive benefit of BDC as set forth in Section 7.2 shall not have been fulfilled at or prior to the Closing Date to the satisfaction of BDC, BDC shall be entitled, by notice to the Vendors prior to the Closing Date:

(a) to terminate its obligations hereunder and this Agreement effective as of the time of such notice;
(b) to extend the Closing Date for such period as determined by BDC; or
(c) to proceed with Closing in accordance with Section 2.6.

If no such notice is given prior to the completion of Closing, BDC shall be deemed to have elected to proceed with Closing in accordance with Section 2.6.

Section 7.5 Rights of Vendors. If any of the conditions for the exclusive benefit of the Vendors set forth in Section 7.3 shall not have been fulfilled at or prior to the Closing Date to the satisfaction of the Vendors, such Party shall be entitled, by notice to BDC prior to the Closing Date:

(a) to terminate their obligations hereunder and this Agreement effective as of the time of such notice;
(b) to extend the Closing Date for such period as determined by the Vendors; or
(c) to proceed with Closing in accordance with Section 2.6.

If no such notice is given prior to the completion of Closing, such Party shall be deemed to have elected to proceed with Closing in accordance with Section 2.6.

ARTICLE 8 INJUNCTIVE RELIEF

Section 8.1 Injunctive Relief. Each Vendor acknowledges that breach by Andina or either Vendor of the covenants contained in Section 6.1, Section 6.2 and Section 6.4 may cause irreparable harm to BDC, which may not be compensable through monetary damages. Each Vendor therefore and hereby acknowledges that BDC may enforce such covenants through injunctive relief without the necessity of proving damages and each Vendor hereby waives any requirement of BDC to post a bond or provide any other indemnity to the Vendors in any such application for injunctive relief.

ARTICLE 9 RELEASE AND INDEMNIFICATION

Section 9.1 Vendor Release.

(a) Each Vendor hereby releases and forever discharges Andina and its directors, officers, employees and agents and representatives, both current and former (collectively, in this Section 9.1, the "Released Persons") as of the Closing Date from any and all any suit, action, dispute, investigation, grievance, claim, arbitration, order, summons, citation, directive, ticket, charge, demand or prosecution, whether legal or administrative (collectively, in this Section 9.1, an "Action"), which the Vendor, in its capacity as a partner of Andina, ever had, now has or hereafter can, shall or may have, now or at any time in the future, against any Released Person for or by reason of or in any way arising out of any cause, matter or thing whatsoever, including, without limitation, the Vendors holding of units, or any partnership interest whatsoever in Andina existing up to and including the Closing Date other than Action of such Vendor with respect to any rights under which such Vendor may have under, pursuant to or arising from this Agreement or under any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement (in this Section 9.1, the "Released Actions").
(b) Each Vendor hereby acknowledges that it has not assigned and will not assign to any other person or entity any of the Released Action. Each Vendor hereby agrees and undertakes not to: (i) encourage or instigate any Actions by other persons or entities against the Released Persons in connection with the Released Action; or (ii) institute or continue any proceedings by way of action, arbitration or otherwise against any person or entity who or which might be entitled to claim contribution, indemnity, damages or other relief over or against any of the Released Persons in connection with the Released Action.

Section 9.2 Vendor Indemnification. Subject to Section 3.4, each Vendor shall indemnify and save BDC harmless from and against any and all liabilities, losses (except for loss of profits or consequential losses), claims, judgments, damages, expenses and costs (including, without limitation, reasonable legal fees and costs and expenses incurred in connection therewith) (collectively, the "Indemnifiable Damages") suffered or incurred by BDC as a result of: (i) a material breach of a representation or warranty contained in this Agreement made by either Vendor, as the case may be; (ii) a material breach of a covenant contained in this Agreement made by either Vendor, as the case may be; (iii) a misrepresentation made by Andina contained in the Filing Statement; or (iv) a material breach of a Vendor's release set forth at in Section 9.1 hereof.

Section 9.3 BDC Indemnification. Subject to Section 4.3, BDC shall indemnify and save each Vendor harmless from and against any and all Indemnifiable Damages suffered or incurred by the Vendors as a result of: (i) a material breach of a representation or warranty contained in this Agreement made by BDC; (ii) a material breach of a covenant contained in this Agreement made by BDC, or (iii) a misrepresentation made by BDC contained in the Filing Statement.

Section 9.4 Notice of Claim. A Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the "Indemnified Party") shall promptly give written notice to the Party responsible for indemnifying the Indemnified Party (the "Indemnifying Party") of any claim for indemnification pursuant to Section 9.2 or Section 9.3 (a "Claim", which term may include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a Person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

(a) the factual basis for the Claim; and
(b) the amount of the Claim, or, if any amount is not then determinable, an approximate and reasonable estimate of the likely amount of the Claim.

Section 9.5 Procedures for Indemnification.

(a) Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
(b) Arbitration. If the Indemnified Party and the Indemnifying Party do not agree within the period set forth in Section 9.5(a) (or any mutually agreed upon extension thereof), the Indemnified Party and the Indemnifying Party agree that the dispute shall be submitted to arbitration pursuant to Article 10. Such dispute shall not be made the subject matter of an action in a court by either the Indemnified Party or the Indemnifying Party unless the dispute has first been submitted to arbitration and finally determined in accordance with the provisions of Article 10. Any such action commenced thereafter shall only be for judgment in accordance with the decision of the arbitrator and the costs incidental to the action. In any such action, the decision of the arbitrator shall be conclusively deemed to determine the rights and liabilities as between the parties to the arbitration in respect of the matter in dispute.
(c) Third Party Claims. With respect to any Third Party Claim, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defence of such Third Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses incurred as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall cooperate with the Indemnifying Party, shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel reasonably satisfactory to the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend any such Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If the Indemnifying Party fails to assume control of the defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed

Section 9.6 General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following:

(a) any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Section 3.4 and Section 4.3, respectively, such representation and warranty terminated;
(b) the obligation to indemnify set forth in Section 9.2 and Section 9.3 shall be applicable only after an Indemnified Party shall have accumulated Indemnifiable Damages in an amount in excess of $50,000 in the aggregate. Once the amount of such Indemnifiable Damages exceeds $50,000 in the aggregate, the obligation to indemnify shall apply with respect to all such Indemnifiable Damages including those Indemnifiable Damages calculated to reach the amount of $50,000; and
(c) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

Section 9.7 Sole Remedy. No Party may make any Claim against any other Party except by making a Claim pursuant to and in accordance with the provisions of this Article 9; provided, however, that if the provisions of this Article 9 shall be invalid or unenforceable, the Parties shall have any other rights and remedies available to them under law or in equity.

ARTICLE 10 ARBITRATION

Section 10.1 Issue Subject to Arbitration. A Direct Claim made by an Indemnified Party shall be determined by arbitration as herein provided. Such arbitration shall be governed by the Arbitration Act.

Section 10.2 Arbitration Process. The following principles shall apply to an issue submitted to arbitration pursuant to Section 9.5(b):

(a) the parties to the arbitration shall attempt to appoint a single arbitrator. If the parties to the arbitration are unable to agree on a single arbitrator within 10 days after they have agreed to the arbitration, then an arbitrator shall be appointed by a judge of the appropriate court of Alberta pursuant to the Arbitration Act upon application of a party after giving five days' notice to all other parties of its intention to make such an application. The provisions of the Arbitration Act shall apply to any such court application pursuant to this Section 10.2(a);
(b) the arbitrator shall be qualified by education and training to pass upon the particular question in dispute. The arbitration shall take place in private;
(c) the arbitrator shall proceed immediately to hear and determine the question or questions in dispute and the parties shall have the right to make representations to the arbitrator concerning the subject matter of the arbitration. The decision and reasons therefor of the arbitrator shall be made within 30 days after the appointment of the arbitrator, subject to any reasonable delay due to unforeseen circumstances. Notwithstanding the foregoing, if the arbitrator fails to make a decision within 30 days after his appointment then any party to the arbitration may elect to have a new arbitrator appointed in like manner as if none had previously been appointed;
(d) the decision and reasons therefor of the arbitrator shall be drawn up in writing and signed by the arbitrator and shall be final and binding upon the parties to the arbitration as to any question or questions so submitted to arbitration and the parties to the arbitration shall be bound by such decision and perform the terms and conditions thereof;
(e) the expenses of the arbitration shall be awarded by the arbitrator or, in the absence of such an award, shall be borne equally by the parties to the arbitration; and
(f) no Party shall be deemed to be in default of any matter being arbitrated until five days after the decision of the arbitrator is delivered to the Parties

ARTICLE 11 TERMINATION

Section 11.1 Termination. This Agreement may be terminated by written notice promptly given by a Party to the other Party at any time prior to the Closing Date:

(a) by mutual agreement in writing by the Parties;
(b) in the event that the Closing Date has not occurred by July 31, 2020, unless the failure to complete the Qualifying Transaction by such date is the result, directly or indirectly, of a breach of this Agreement by the Party seeking to terminate the Agreement, in which case this Agreement shall not be terminated pursuant to this Section 11.1(b); or
(c) as set forth in Section 7.1, Section 7.2 and Section 7.3 and of this Agreement.

Section 11.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 11.1 hereof, this Agreement shall forthwith have no further force or effect and there shall be no obligations on the part of the Parties hereunder except as set forth in Article 9, Article 10, this Section 11.2, Section 12.1, Section 12.5 and Section 12.10 hereof, which provisions shall survive the termination of this Agreement. Notwithstanding the foregoing, Article 9 and Article 10 hereof shall only survive the termination of this Agreement for a period of 24 months following termination.

Section 11.3 Amendment. This Agreement may, at any time on or before the Effective Date be amended by mutual agreement between the Parties hereto. This Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties hereto.

ARTICLE 12 GENERAL

Section 12.1 Confidentiality and Use of Confidential Information. The Disclosee shall, in respect of Confidential Information provided to it by or on behalf of the Disclosing Party:

(a) ensure that the Confidential Information is kept in strict confidence and is not used for any purpose whatsoever other than for the purpose of conducting the review and completion of the Qualifying Transaction and all documents related thereto;
(b) ensure that the Confidential Information, or the fact that Confidential Information has been provided, is not disclosed to any Person other than to its Representatives who have a need to know the same and the Disclosee shall be responsible for any breach hereof by any of its Representatives;
(c) at its sole expense, take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information;
(d) if the Confidential Information is disclosed to any of its Representatives, inform such Person at the time of disclosure of its confidential nature and the terms of this Agreement and cause such Person to agree to be bound by its terms;
(e) keep a list of all of its Representatives (but excluding its directors, officers and employees) to whom any Confidential Information has been delivered and shall provide the Disclosing Party with that list immediately upon request;
(f) not disclose the terms, conditions or existence of the terms hereof or any Confidential Information to any Person other than in accordance with the terms hereof, except in the event that the Disclosee or its Representatives is required by Law or applicable regulatory or stock exchange requirements to disclose the terms, conditions or existence of the terms hereof or any Confidential Information; provided, however, that prior to any such disclosure, the Disclosee or its Representatives shall immediately provide to the Disclosing Party written notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance by the Disclosee or its Representatives with the provisions of this clause; in the event that any court, administrative body or stock exchange requires such disclosure, or that the Disclosing Party waives compliance with any provisions of this clause, then the Disclosee or its Representatives will furnish only the terms, conditions or the existence hereof or that portion of the Confidential Information which is required to comply with the foregoing Law or requirements (or over which a waiver is received) and, further, each shall exercise its best efforts to obtain reasonable assurances that confidential treatment will be accorded such furnished information;
(g) at the request of the Disclosing Party, promptly return all documents and material provided to the Disclosee or its Representatives, as well as all notes, summaries or copies of such material, or at a Disclosing Party's direction certify in writing that all such documents or materials were destroyed, provided that the Disclosee shall have the option to destroy rather than to return any notes, notations or summaries of Confidential Information made by it or its Representatives which may contain information of a confidential nature to the Disclosee provided that the Disclosee shall be entitled to make and keep one copy of any document or item representing Confidential Information for the sole purpose of maintaining a record of the Confidential Information that was furnished to it hereunder; and
(h) take all such action as is reasonably necessary to safeguard the Confidential Information from disclosure to any Person other than as permitted herein.

Section 12.2 Notices. Any notice or other writing required or permitted to be given hereunder or for the purposes hereof to any party shall be sufficiently given if delivered personally or by fax to such party:

(a) If to BDC, to:

Big Dougie Capital Corp. 900, 903 8th Avenue SW Calgary, Alberta T2P 0P7

Attention: Al Kroontje, President E-mail: [email protected]

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

Burstall LLP Suite 1600, Dome Tower 333 7th Avenue SW Calgary, Alberta T2P 2Z1

Attention: Dale Burstall E-mail: [email protected]

Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of sending by electronic transmission, provided that such day in either event is a Business Day and the communication is so delivered or sent prior to 5:00 p.m. at the place of receipt on such day. Otherwise, such communication shall be deemed to have been given or made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given or made and to have been received on the fifth (5th) Business Day following the mailing thereof. Any Party may from time to time change its address under this Section 12.2 by notice to the other Party given in the manner provided by this Section. No Party shall prevent, hinder or delay or attempt to prevent, hinder or delay the service on that Party of a notice or other communication relating to this Agreement.

Section 12.3 Enurement. This Agreement shall ensure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns but shall not be assignable by any of the parties prior to the Closing Date without the prior written consent of the other parties.

Section 12.4 Further Assurances. Each Party shall, from time to time, and at all times hereafter, at the request of the other Party, but without further consideration, perform or cause to be performed all such further acts and execute and deliver or cause to be executed and delivered all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

Section 12.5 Costs and Expenses. Unless otherwise specifically provided herein, each Party will be responsible for their own expenses in connection with all matters referred to herein.

Section 12.6 Amendment . This Agreement may, at any time on or before the Closing Date, be amended by mutual agreement of the Parties, provided, however, that this Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties.

Section 12.7 Waiver. A Party may: (i) extend the time for the performance by the other Party of the obligations owed to it; (ii) waive compliance with the other Party's agreements or the fulfillment of any of its conditions contained herein; or (iii) waive inaccuracies in the other Party's representations or warranties owed to it and contained herein or in any document delivered by such other Party hereto; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. Any waiver by a Party of any one or more of the conditions in its favour herein shall be without prejudice to its right to terminate this Agreement in respect of any other non-fulfilment of any other condition.

Section 12.8 Severability. Any Article, Section, Subsection, Schedule or other subdivision or any other provision of this Agreement which is, is deemed to be, or becomes void, illegal, invalid or unenforceable shall be severable herefrom and ineffective to the extent of such voidability, illegality, invalidity or unenforceability, and shall not invalidate, affect or impair the remaining provisions hereof, which provisions shall be severable from any void, illegal, invalid or unenforceable Article, Section, Subsection, Schedule or other subdivision or provision hereof.

Section 12.9 Time of Essence. Time shall be of the essence in this Agreement.

Section 12.10 Governing Law. This Agreement and all matters arising hereunder shall be governed by, construed and enforced in accordance with the Laws of the Province of Alberta and the federal Laws of Canada applicable therein. Except as specifically set forth herein, the Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Alberta for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the address of a Party set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against such Party in such court. Except as specifically set forth herein, the Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Alberta and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

Section 12.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. The delivery of an executed counterpart copy of this Agreement by facsimile, email or other electronic means shall be deemed to be equivalent to the delivery of an original executed copy thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

BIG DOUGIE CAPITAL CORP.

By: (Signed) "Al J. Kroontje"

Name: Al Kroontje Title: Chief Executive Officer and Director

Counterpart Execution Page for Vendors

This page constitute the counterpart execution page of the agreement entered into on May 28, 2020 (the "Share Exchange Agreement") by and among Big Dougie Capital Corp. ("BDC"), Compania Minera Auberon Limitada ("Auberon") and Inversiones Romelio SpA ("Romelio"), and upon execution hereof, the undersigned is bound by and is a party to such Share Exchange Agreement as a partner of Andina.

COMPANIA MINERA AUBERON SpA

By: (Signed) "Terence Walker" Authorized Signatory

Registration Instructions: Authorized Representative Official Capacity (please print)

Please print name of individual whose signature appears above if different than the name of Auberon printed above

Counterpart Execution Page for Vendors

INVERSIONES ROMELIO SPA

By: (Signed) "Terence Walker" Authorized Signatory

Registration Instructions: Authorized Representative Official Capacity (please print)

Please print name of individual whose signature appears above if different than the name of the Romelio printed above

SCHEDULE "A"

VENDOR LIST

"Vendors" means

Name and Address	No. ofAndina Units	No. of BDCCommon Shares tobe issued	Allocation of Purchase Price (USD $)
Compania Minera Auberon SpAFranklin D. Roosevelt 886, La Serena Chile	60	30,000,000(1)	$300,000
Inversiones Romelio SpANapoleon 3233, Las Condes, Santiago Chile	40	20,000,000	$200,000
TOTAL	100	50,000,000	$500,000

Note:

(1) Notwithstanding anything to the contrary, Auberon agrees to accept, in lieu of certain BDC Common Shares to be issued to Auberon, such minimum number of BDC Preferred Shares that allows the Resulting Issuer to meet the listing requirements of the TSXV.

SCHEDULE "B"

MINERAL CLAIMS

Claim Name	ROL	Claim Type	Hectares
Teresa 1 -3	03303-0121-K	Exploitation	15
La Fortuna 1	03303-0153-8	Exploitation	5
Coba 13	03303-1364-1	Exploration	300
Coba 14	03303-1363-3	Exploration	300
Coba 15	03303-1428-1	Exploration	200

SCHEDULE "C"

MATERIAL CONTRACTS OF ANDINA

SCHEDULE "D"

OUTSTANDING OBLIGATIONS OF ANDINA

SCHEDULE "E"

CAPITAL EXPENDITURES OF ANDINA

SCHEDULE "F"

ANDINA EMPLOYEES AND CONSULTANTS OF ANDINA

SCHEDULE "G"

BANKING AGREEMENTS AND BANK ACCOUNTS OF ANDINA

SCHEDULE "H"

BDC PREFERRED SHARE STRUCTURE

Series A Preferred Shares

The Articles of the Corporation shall, pursuant to section 29 of the Business Corporations Act (Alberta), be amended by creating a series of Preferred Shares, the first of such series to be designated Series A Preferred Shares, the said Series A Preferred Shares to consist of an unlimited number of shares and to have attached thereto the following rights, privileges, restrictions and conditions:

1. Voting Rights

a. The holders of Series A Preferred Shares shall be entitled to receive notice of, and to vote at every meeting of the shareholders of the Corporation and shall have one (1) vote thereat for each such Series A Preferred Shares so held.

2. Dividend Rights

a. The holders of the Series A Preferred Shares shall not be entitled as such to receive any dividends thereon.

3. Conversion Rights

a. Each of the holders of Series A Preferred Shares and the Corporation shall have the right, subject to the Corporation meeting the TSX Venture Exchange's distribution requirements after the conversion of the Series A Preferred Shares, for a period of five (5) years from the date of issuance of the Series A Preferred Shares (the "Closing Date"), to convert any or all of the Series A Preferred Shares into common shares in the capital of the Corporation (the "Common Shares"), on the basis of one (1) Common Share for each Series A Preferred Share converted.
b. At any time from the Closing Date, the Corporation may, by resolution of the directors, and upon giving notice as hereinafter provided, subject to the Corporation meeting the TSX Venture Exchange's distribution requirements after the conversion of the Series A Preferred Shares, require the registered holders of Series A Preferred Shares, to convert any or all of the Series A Preferred Shares into Common Shares of the Corporation on the basis of on the basis of one (1) Common Share for each Series A Preferred Share (the "Forced Conversion").
c. The conversion privileges herein provided for may be exercised by notice in writing (the "Conversion Notice") given to the Corporation at its registered office accompanied by the certificate or certificates representing Series A Preferred Shares in respect of which the holder thereof desires to exercise such right of conversion, or, in the case of a Forced Conversion, given to the registered holder of the Series A Preferred Shares to be converted, such notice specifying the date of such Forced Conversion and the number of Series A Preferred Shares subject to such Forced Conversion. The Conversion Notice shall be signed by such holder or his duly authorized attorney or agent, or, in the case of a Forced Conversion, by an authorized individual of the Corporation, and shall specify the number of Series A Preferred Shares to be converted. The transfer form on the certificate or certificates in question need not be endorsed, except in the circumstances hereinafter contemplated.
d. If a Conversion Notice of any such conversion be given or received by the Corporation in the manners aforesaid, the holder of such Series A Preferred Shares shall thereafter have no rights against the Corporation in respect thereof, except that:
- i. the holders shall have the rights, upon surrender of certificates for the Series A Preferred Shares subject to such conversion, to receive certificates representing Common Shares resulting from any conversion; and
- ii. if less than all the Series A Preferred Shares accompanying a Conversion Notice are to be converted, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series A Preferred Shares comprised in the certificate or certificates surrendered as aforesaid which are not to be converted.
e. If the Series A Preferred Shares are not converted within five (5) years from the Closing Date the Series A Preferred Shares shall immediately be cancelled.

4. Rights on Dissolution

a. In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series A Preferred Shares are entitled to receive in respect of each such share, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares and any other class of shares of the Corporation ranking junior to the Series A Preferred Shares, an amount equal to CDN$0.055 for each of the Series A Preferred Shares.

5. Provisions on Anti-dilution

a. If and whenever at any time prior to conversion the outstanding Common Shares of the Corporation shall be subdivided, redivided or changed into a greater, or consolidated into a lesser, number of shares or reclassified into different shares, any holder of Series A Preferred Shares who has not exercised his right of conversion prior to the effective date of such subdivision, redivision, change, consolidation or reclassification shall be entitled to receive and shall accept, upon the exercise of such right at any time on the effective date or thereafter, in lieu of the number of Common Shares to which he was theretofore entitled upon conversion, the aggregate number of shares of the Corporation that such Series A Preferred shareholder would have been entitled to receive as a result of such subdivision, redivision, change, consolidation or reclassification, if, on the effective date thereof, he had been the registered holder of the number of Common Shares to which he was theretofore entitled upon conversion;
b. If and whenever at any time prior to conversion, there is a capital reorganization of the Corporation not covered by the preceding paragraph hereof, or a consolidation or merger or amalgamation of the Corporation with or into any other company, including by way of a sale whereby all or substantially all of the Corporation's undertakings or assets would become the property of any other company or corporation, any holder of Series A Preferred Shares which have not been converted prior to the effective date of such reorganization, consolidation, merger, amalgamation or sale, shall be entitled to receive and shall accept, on the effective date of such conversion or thereafter, in lieu of the number of Common Shares to which he was theretofore entitled upon conversion, an aggregate number of shares or other securities or property of the Corporation or of the company or corporation resulting from the consolidation, merger or amalgamation, or to which sale might be made, as the case may be, that such holder would have been entitled to receive as a result of such capital reorganization, consolidation,

merger, amalgamation or sale, if, on the effective date thereof he had been the registered holder of the number of Common Shares to which he was theretofore entitled upon conversion; provided that no such reorganization, consolidation, merger, amalgamation or sale shall be carried into effect unless, in the opinion of the Board of Directors, all necessary steps shall have been taken to ensure that the holders of Series A Preferred Shares shall thereafter be entitled to receive such number of shares or other securities or property of the Corporation or of the company or corporation resulting from the consolidation, merger or amalgamation or to which such sale may be made, as the case may be, subject to adjustment thereafter in accordance with provisions similar, as nearly as may be, to those contained in this paragraph;

c. If the Corporation proposes to issue to the holders of the Common Shares generally, subscription warrants, or other rights to purchase any shares or other securities of the Corporation, or to pay any stock dividend upon its Common Shares or make any distribution (other than cash dividends) to the holders of its Common Shares, the Corporation shall so notify such registered holder of Series A Preferred Shares by written notice given not less than 21 days prior to the date fixed by the Corporation as the record date in connection with the issue of such subscription warrants or other rights to purchase shares or other securities, stock dividends, or other distribution. Such notice shall set forth the record date fixed as aforesaid and such particulars of such issue of subscription warrants or other rights, stock dividends or other distribution as shall have been fixed and determined at the date on which such notice is given; and
d. The Corporation shall not issue fractional shares upon any conversion of Series A Preferred Shares. In the event that a holder of Series A Preferred Shares would otherwise be entitled to a fractional Common Shares upon conversion, the number of Common Shares issued to such holder of Series A Preferred Shares shall be rounded up to the next greater whole number of Common Shares if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Common Shares if the fractional entitlement is less than 0.5. In calculating such fractional interests, all Series A Preferred Shares registered in the name of or beneficially held by such holder of Series A Preferred Shares shall be aggregated.

AI assistant

Stuve Gold Corp. — M&A Activity 2020

47549_rns_2020-08-31_27a034c1-ae07-46c3-90cf-86b15b0a03b5.pdf

SHARE EXCHANGE AGREEMENT

BIG DOUGIE CAPITAL CORP.

COMPANIA MINERA AUBERON SPA

INVERSIONES ROMELIO SPA

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made as of the 28th day of May, 2020

AMONG:

OF THE FIRST PART

OF THE SECOND PART

- and -

OF THE THIRD PART

RECITALS:

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

Section 1.2 Schedules

Section 1.3 Schedule References

Section 1.4 Currency

Section 1.5 Number and Gender

Section 1.6 Extended Meanings

Section 1.7 Entire Agreement

Section 1.8 Headings

Section 1.9 Statutory References

Section 1.10 Successors and Assigns

Section 1.11 Date for any Action

Section 1.12 Knowledge

Section 1.13 Accounting Principles

ARTICLE 2 PURCHASE AND SALE OF ANDINA UNITS

Section 2.1 Purchase of the Andina Units

Section 2.2 Purchase Price

Section 2.3 Payment of the Purchase Price

Section 2.4 Limited Liability

Section 2.5 Purchase of Entire Interest

Section 2.6 Closing

Directors:

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Section 3.1 Representations and Warranties Relating to the Vendors

Section 3.2 Representations and Warranties Relating to Andina

(tt) Environmental Law. Andina has:

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BDC

Section 4.1 Representations and Warranties of BDC

Section 4.2 Non-Waiver.

Section 4.3 Nature and Survival of Representations and Warranties.

ARTICLE 5 CONDUCT OF BUSINESS

Section 5.1 Conduct of Business by the Parties.

ARTICLE 6 COVENANTS

ARTICLE 7 CONDITIONS

Section 7.1 Mutual Conditions Precedent.

ARTICLE 8 INJUNCTIVE RELIEF

ARTICLE 9 RELEASE AND INDEMNIFICATION

Section 9.1 Vendor Release.

Section 9.5 Procedures for Indemnification.

ARTICLE 10 ARBITRATION

ARTICLE 11 TERMINATION

ARTICLE 12 GENERAL

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

BIG DOUGIE CAPITAL CORP.

Counterpart Execution Page for Vendors

COMPANIA MINERA AUBERON SpA

Counterpart Execution Page for Vendors

INVERSIONES ROMELIO SPA

SCHEDULE "A"

VENDOR LIST

"Vendors" means

SCHEDULE "B"

MINERAL CLAIMS

SCHEDULE "C"

MATERIAL CONTRACTS OF ANDINA

SCHEDULE "D"

OUTSTANDING OBLIGATIONS OF ANDINA

SCHEDULE "E"

CAPITAL EXPENDITURES OF ANDINA

SCHEDULE "F"

ANDINA EMPLOYEES AND CONSULTANTS OF ANDINA

SCHEDULE "G"

BANKING AGREEMENTS AND BANK ACCOUNTS OF ANDINA

SCHEDULE "H"

BDC PREFERRED SHARE STRUCTURE

Stuve Gold Corp. M&A Activity 2020